Abbott Laboratories (ABT) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A27 rewritten13 added31 removed126 unchanged
All filing items862 rewritten313 added265 removed1,738 unchanged
Summary
counted, not written
- Item 1A lists 19 risk factor headings: 2 new, 2 reworded and 15 unchanged since FY2024. 3 headings from FY2024 no longer appear.
- Sentence by sentence, 313 added, 265 removed, 862 rewritten and 1,738 unchanged across 19 items that differ.
New Item 1A headings (2)
- Abbott will incur additional indebtedness in connection with the Exact Sciences acquisition, which could adversely affect its business, including decreasing its business flexibility.
- Changes in geopolitical and macroeconomic conditions could negatively affect Abbott’s business, financial condition, and results of operations.
Removed Item 1A headings (3)
- Abbott has indebtedness, which could adversely affect its business, including decreasing its business flexibility.
- Abbott is subject to risks related to public health crises, such as widespread outbreaks of infectious diseases, which could have a material effect on Abbott’s business, financial condition and results of operations.
- The international nature of Abbott’s business subjects it to additional business risks that may cause its revenue and profitability to decline.
Reworded Item 1A headings (2)
- The expiration or loss of intellectual property protection and licenses may affect Abbott’s future revenues and operating
[removed: income.][added: earnings.] - Abbott is subject to cost containment efforts that could cause a reduction in future revenues and operating
[removed: income.][added: earnings.]
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
27 rewritten, 13 added, 31 removed, 126 unchanged
Abbott may not complete these transactions in a timely manner, on a cost-effective basis, or at all, and [added: the expected benefits] may not [removed: realize] [added: be realized or may not be realized within] the expected [removed: benefits.][added: time period.]
Abbott could also experience negative effects on its reported results of operations from acquisition or disposition-related charges, amortization of expenses related to [removed: intangibles] [added: intangible assets] and charges for impairment of long-lived assets.
In addition, [removed: third party] [added: third-party] hacking attempts may cause Abbott’s information systems and related products, protected data, or proprietary information to be compromised or stolen.
Abbott invests in its information systems and technology and in the protection of its products and data to reduce the risk of a cybersecurity incident or other significant disruption, and monitors its information systems on an ongoing basis for any current or potential cybersecurity threats or vulnerabilities [removed: and] [added: as well as] for changes in technology and the regulatory environment.
Similarly, there can be no assurance that [removed: third party] [added: third-party] information technology providers or other partners with whom Abbott contracts will not suffer a significant cybersecurity incident or disruption that impacts Abbott.
In addition, Abbott is developing new business and operating models necessary to support the creation of data-driven healthcare solutions such as data-centric prevention and treatment strategies, new products and technologies that incorporate data insights, and product technology strategies that focus on connectivity and data [removed: creation] [added: collection and] management.
In addition, [added: third-party manufacturers and] single suppliers are currently used for certain products and materials.
To the extent [added: that] Abbott or one of its suppliers or manufacturers experiences significant manufacturing problems, this could have a material adverse effect on Abbott’s revenues and profitability.
Abbott [removed: has indebtedness,] [added: will incur additional indebtedness in connection with the Exact Sciences acquisition,] which could adversely affect its business, including decreasing its business flexibility.
As of December 31, [removed: 2024,] [added: 2025,] Abbott's consolidated indebtedness was approximately [removed: $14.1] [added: $12.9] billion.
This [added: increase in Abbott's] consolidated indebtedness could have the effect, among other things, of reducing Abbott's flexibility to respond to changing business [added: and economic conditions.]
These requirements include, among other things, regulations regarding manufacturing practices, [added: testing requirements,] product labeling, [removed: postmarket] [added: post-market] changes to products, advertising, and [removed: postmarketing] [added: post-marketing] reporting, including adverse event reports and field alerts.
[added: In addition, violations of these laws, or allegations of such] violations, could disrupt Abbott’s business and result in a material adverse effect on Abbott’s revenues, profitability, and financial condition.
These provisions [added: have been and] may [added: continue to] be modified, expanded, repealed, or otherwise invalidated, in whole or in part.
The expiration or loss of intellectual property protection and licenses may affect Abbott’s future revenues and operating [removed: income.][added: earnings.]
Although most of the challenges to Abbott’s intellectual property have come from other companies, governments may also challenge [added: or diminish] intellectual property protections.
To the extent that countries do not enforce Abbott’s intellectual property rights, Abbott’s future revenues and operating [removed: income] [added: earnings] could be reduced.
Abbott is subject to cost containment efforts that could cause a reduction in future revenues and operating [removed: income.][added: earnings.]
Cost containment efforts by governments and private organizations are described in greater detail in the section captioned “Regulation.” To the extent these cost containment efforts are not offset by greater patient access to healthcare or other factors, Abbott’s future revenues and operating [removed: income] [added: earnings] will be reduced.
Resolving an intellectual property infringement claim can be costly and time [added: consuming and may require Abbott to enter into license agreements.]
Further, the development of new [removed: technology,] [added: technologies, including disruptive technologies such as artificial intelligence,] healthcare products and medicines, and the development of new treatments for disease could significantly change the competitive landscape of the healthcare industry and negatively impact the demand for certain Abbott products.
Abbott cannot predict with certainty the timing or impact of the introduction of competitors’ products and technological [removed: advances.][added: advances on Abbott's results of operations.]
Sales outside of the U.S. in [removed: 2024] [added: 2025] made up approximately 61 percent of Abbott’s net sales.
While Abbott enters into hedging arrangements to mitigate some of its foreign currency exposure, Abbott cannot predict with [removed: any] certainty changes in foreign currency exchange rates or its ability to mitigate these risks.
- differences between the fair value measurement of assets and liabilities and their actual value, particularly for pensions, retiree healthcare, stock compensation, [removed: intangibles,] [added: intangible assets,] goodwill, and contingent consideration; and for contingent liabilities such as litigation, the absence of a recorded amount, or an amount recorded at the minimum, compared to the actual amount;
- changes in the [removed: rate of inflation (including the cost of raw materials, labor, commodities, and supplies), interest rates,] market value of Abbott’s equity investments, and the performance of investments held by Abbott or Abbott’s employee benefit trusts;
However, it is difficult to predict the future implications and consequences of the [removed: situation] [added: conflict] on local, [removed: regional] [added: regional,] or global economies and Abbott’s [removed: operations.][added: operations]
Abbott plans to fund the Exact Sciences acquisition with approximately $20 billion of borrowings.
Changes in geopolitical and macroeconomic conditions could negatively affect Abbott’s business, financial condition, and results of operations.
As a global healthcare company with sales outside of the U.S. making up approximately 61 percent of Abbott’s net sales in 2025, Abbott’s business is subject to geopolitical and macroeconomic risks that are beyond its control.
These risks include the enactment of trade protection measures such as tariffs, import or export licensing requirements, other governmental restrictions such as trade sanctions, and changes to international trade agreements; government actions such as price controls, limitations on participation in local enterprises, expropriation, and nationalization; restrictions on local currency conversion and/or cash extraction; changes in inflation (including the cost of raw materials, labor, commodities, and supplies) and interest rates; and fluctuations in foreign currency exchange rates.
Abbott is also subject to other geopolitical risks, such as war, political and geopolitical instability, terrorist attacks and related military action.
For example, the global economy has been impacted by geopolitical tensions focused on trade, which has increased uncertainty for global businesses such as Abbott.
The U.S. government has imposed tariffs on imports into the U.S., and it may impose additional tariffs in the future.
Some countries may retaliate with trade protection measures, including reciprocal tariffs.
These tariffs or other trade protection measures could have a negative impact on macroeconomic conditions, including inflation rates, foreign currency exchange rates, and interest rates, as well as causing potential disruptions to Abbott’s global supply chain, which could adversely affect its business.
Additionally, the ongoing Russia-Ukraine conflict has resulted in sanctions, economic and currency volatility, higher inflation, heightened cybersecurity risks, and operational and supply chain disruptions.
- additional challenges of doing business internationally, including differing local product preferences and product requirements, difficulty in establishing, staffing, and managing operations, and differing labor regulations;
- climate and public health-related events, including global climate change, extreme weather and natural disasters, public health crises such as widespread outbreaks of infectious diseases, and the cost and availability of insurance due to any of the foregoing events;
- labor disputes, strikes, slow-downs, or other forms of labor or union activity, and pressure from third-party interest groups;
and economic conditions, and reducing funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes.
For information on the impact of Abbott's voluntary recall and manufacturing stoppage, see the discussion in the “Financial Review” section in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this report.
In addition, violations of these laws, or allegations of such
Any material litigation regarding Abbott’s patents and trademarks is described in the section captioned “Legal Proceedings.”
consuming and may require Abbott to enter into license agreements.
Abbott is subject to risks related to public health crises, such as widespread outbreaks of infectious diseases, which could have a material effect on Abbott’s business, financial condition and results of operations.
As a global healthcare company, public health crises, such as the widespread outbreaks of infectious diseases, may negatively impact certain Abbott's operations.
Health concerns and significant changes in political or economic conditions caused by such outbreaks can cause, and during the COVID-19 pandemic caused, significant reductions in demand for certain products, increased difficulty in serving customers, disruptions to manufacturing and supply chains, and negative effects on certain of Abbott’s operations as well as the operations of its suppliers, distributors and other third-party partners.
Furthermore, such widespread outbreaks may impact, and during the COVID-19 pandemic impacted, the broader
economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, inflation rates, foreign currency exchange rates, and interest rates.
For information on the impact that the COVID-19 pandemic had on Abbott’s business, see the discussion in the “Financial Review” section in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this report.
The international nature of Abbott’s business subjects it to additional business risks that may cause its revenue and profitability to decline.
Abbott’s business is subject to risks associated with managing a global supply chain and doing business internationally.
Sales outside of the United States in 2024 made up approximately 61 percent of Abbott’s net sales.
Additional risks associated with Abbott’s international operations include:
- differing local product preferences and product requirements;
- trade protection measures, including tariffs, import or export licensing requirements, other governmental restrictions such as trade sanctions, and changes to international trade agreements;
- difficulty in establishing, staffing, and managing operations;
- differing labor regulations;
- potentially negative consequences from changes in or interpretations of tax laws;
- geopolitical and economic instability, including sovereign debt issues;
- restrictions on local currency conversion and/or cash extraction;
- price controls, limitations on participation in local enterprises, expropriation, nationalization, and other governmental action;
- inflation, recession, and fluctuations in interest rates;
- diminished protection of intellectual property; and
- potential penalties or other adverse consequences for violations of anti-corruption, anti-bribery, anti-competition, and other similar laws and regulations, including the Foreign Corrupt Practices Act and the U.K. Bribery Act.
Events contemplated by these risks may, individually or in the aggregate, have a material adverse effect on Abbott’s revenues and profitability.
- changes in business, economic, and geopolitical conditions, including: war, political instability, terrorist attacks, the threat of future terrorist activity and related military action; global climate change, extreme weather and natural disasters; the cost and availability of insurance due to any of the foregoing events; labor disputes, strikes, slow-downs, or other forms of labor or union activity; and pressure from third-party interest groups;
Many of these factors may manifest individually or collectively, such as Russia’s invasion of Ukraine which resulted in political instability, sanctions, economic and currency volatility, inflation and other operational and supply disruptions.
There could be additional sanctions, economic volatility, cybersecurity threats, political instability, transportation and other supply disruptions, as well as collection default or liquidity risks or limited availability of resources to conduct essential business processes that could have a material adverse impact to Abbott’s operations and financial condition.
The resolution and long-term impact of this matter are uncertain and difficult to predict.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
167 rewritten, 86 added, 97 removed, 265 unchanged
Abbott’s revenues are derived primarily from the sale of a broad line of [removed: health care] [added: healthcare] products, which include medical devices, diagnostic testing products, nutritional products and branded generic pharmaceuticals.
Patent protection and licenses, technological and performance features, and inclusion of Abbott’s products under a contract most impact which products are sold; price controls, [removed: competition] [added: competition,] and rebates most impact the net selling prices of products; and the measurement of net sales and costs is impacted by foreign currency translation.
Abbott’s sales growth in [removed: 2024] [added: 2025] was primarily [removed: driven by] [added: attributable to] the [added: performance of the] Medical [removed: Devices,] [added: Devices and] Established Pharmaceutical [removed: and Nutritional businesses.][added: Products segments.]
In [added: 2025,] 2024, [removed: 2023] and [removed: 2022,] [added: 2023,] Abbott’s COVID-19 [removed: testing related] [added: testing-related] sales [removed: total] [added: totaled $297 million,] $747 million, [removed: $1.6 billion] and [removed: $8.4] [added: $1.6] billion, respectively.
Sales in emerging markets, which represent [removed: approximately] 37 percent of total company sales, increased [removed: 8.2] [added: 5.1] percent in [removed: 2024] [added: 2025] and [removed: 5.4] [added: 8.2] percent in [removed: 2023,] [added: 2024,] excluding the impact of foreign exchange.
(Emerging markets include all countries, except the [removed: United States,] [added: U.S.,] Japan, Canada, Australia, New Zealand, the United [removed: Kingdom] [added: Kingdom,] and Western European countries.)
Abbott’s operating margin profile increased in [removed: 2024] [added: 2025] to [removed: 16.3] [added: 18.2] percent from [added: 16.3 percent in 2024 and] 16.2 percent in 2023.
The increase in [removed: 2024] [added: 2025] reflects the favorable impact of margin improvement initiatives, partially offset by foreign exchange and inflation.
[removed: In 2023, these unfavorable effects were partially offset by] [added: The increase in 2024 reflects] the favorable impact of margin improvement [removed: initiatives.][added: initiatives, partially offset by the unfavorable effect of foreign exchange.]
With respect to the performance of each reportable segment over the last three years, sales in the Medical Devices segment, excluding the impact of foreign exchange, increased [removed: 13.7] [added: 11.9] percent in [removed: 2024] [added: 2025] and [removed: 15.1] [added: 13.7] percent in [removed: 2023.][added: 2024.]
In Medical Devices, sales in [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] increased across all businesses, with double-digit growth in Diabetes Care, [added: Heart Failure, Electrophysiology, and] Structural Heart, [removed: Electrophysiology,] and [removed: Heart Failure.][added: in 2025, Rhythm Management.]
Growth was led by Diabetes Care where sales of Abbott's continuous glucose monitoring (CGM) systems continued to increase and totaled [removed: $6.4] [added: $7.6] billion in [removed: 2024] [added: 2025] and [removed: $5.3] [added: $6.4] billion in [removed: 2023.][added: 2024.]
In [removed: 2024,] [added: 2025,] key product approvals in the Medical Devices segment included:
- [removed: FDA] [added: Regulatory] approval [removed: of] [added: in Japan for] TriClip®, [removed: which provides] a minimally invasive treatment option for patients with tricuspid regurgitation, or a leaky tricuspid heart valve,
Operating earnings for the Medical Devices segment increased [removed: 16.0] [added: 17.2] percent in [removed: 2024] [added: 2025] and [removed: 19.6] [added: 16.0] percent in [removed: 2023.][added: 2024.]
[removed: The operating] [added: Operating] margin profile [removed: for the Medical Devices segment] increased from [removed: 30.0] [added: 31.4] percent in [removed: 2022] [added: 2023] to [removed: 31.4] [added: 32.4] percent in [removed: 2023] [added: 2024] and [removed: then increased] to [removed: 32.4] [added: 33.7] percent in [removed: 2024.][added: 2025.]
The increase in [removed: 2024 from 2022] [added: 2025] reflects the impact of higher sales volumes across the Medical Devices businesses.
In Abbott’s Diagnostics segment, sales decreased [removed: 3.9] [added: 4.5] percent in [removed: 2024] [added: 2025] and [removed: 38.2] [added: 3.9] percent in [removed: 2023,] [added: 2024,] excluding the impact of foreign exchange.
In [removed: 2024,] [added: 2025,] operating earnings for the Diagnostics segment decreased [removed: 14.8] [added: 16.1] percent.
The operating margin profile decreased from [removed: 40.3] [added: 24.4] percent in [removed: 2022] [added: 2023] to [removed: 22.2] [added: 19.5] percent in [removed: 2024] [added: 2025] primarily due to lower demand for Abbott's COVID-19 tests.
In [removed: Abbott’s Nutritional Products segment, total pediatric nutrition sales,] [added: 2024,] excluding the impact of foreign exchange, [added: total pediatric nutrition sales] increased 3.7 [removed: percent in 2024 and 14.8 percent in 2023,] [added: percent,] which [removed: includes] [added: included] market share recovery in the U.S. infant formula business following the voluntary recall of certain products in 2022, [removed: as discussed below,] and the [removed: continued] favorable impact of price [removed: increase initiatives.][added: increases.]
Excluding the impact of foreign exchange, total adult nutrition sales increased [removed: 8.0] [added: 2.7] percent in [removed: 2024] [added: 2025] and [removed: 8.8] [added: 8.0] percent in [removed: 2023, led by the continued] [added: 2024, reflecting] growth [removed: of Abbott's Ensure®] [added: in international markets] and [removed: Glucerna® products.][added: favorable impact of price increases.]
[added: In 2024,] U.S. Adult Nutritionals sales were partially offset by the discontinuation of the [removed: ZonePerfect®] [added: ZonePerfect] product line.
In [removed: 2024,] [added: 2025,] operating earnings for the Nutritional Products segment increased [removed: 12.9] [added: 3.5] percent compared to [removed: 2023.][added: 2024.]
Operating margin profile for this segment increased from [removed: 9.5] [added: 16.4] percent in [removed: 2022] [added: 2023] to [removed: 16.4] [added: 17.9] percent in [removed: 2023] [added: 2024] and [removed: then increased] to [removed: 17.9] [added: 18.4] percent in [removed: 2024.][added: 2025.]
The increase in 2024 [removed: reflects the favorable effects of] [added: primarily reflected] higher sales, the favorable impact of price [removed: increases] [added: increases,] and a continued [removed: focus on] [added: execution of] margin improvement initiatives.
The increase in [removed: 2023] [added: 2025] reflects the favorable [removed: effects] [added: impact] of [removed: higher sales and a continued focus on] margin improvement initiatives, partially offset by higher [removed: commodity] [added: costs, including tariffs,] and [removed: other costs.][added: the unfavorable impact of foreign exchange.]
[removed: Excluding] [added: In Abbott's Established Pharmaceutical Products segment, excluding] the impact of foreign exchange, [removed: Established Pharmaceutical] sales increased [removed: 9.2] [added: 7.4] percent in [removed: 2024] [added: 2025] and [removed: 10.9] [added: 9.2] percent in [removed: 2023.][added: 2024.]
[removed: The sales increase] [added: Sales growth] in [removed: 2024] [added: both periods] was [added: broad-based across countries and was] led by higher revenue [removed: in several countries in Latin America, Southeast Asia and the Middle East and] across [removed: several] [added: multiple] therapeutic areas, including [removed: respiratory,] [added: cardiometabolic,] gastroenterology, [removed: cardiometabolic] and central nervous system/pain management.
With respect to Abbott’s financial position, [removed: at] [added: as of] December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: December 31, 2024,] Abbott’s cash and cash equivalents and short-term investments [removed: total approximately $8.0] [added: totaled $8.9] billion and [removed: $7.3] [added: $8.0] billion, respectively.
Abbott’s long-term debt [removed: totals $14.1] [added: totaled $12.9] billion and [removed: $14.7] [added: $14.1] billion at December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively.
Abbott declared dividends of [removed: $2.24] [added: $2.40] per share in [removed: 2024] [added: 2025] and [removed: $2.08] [added: $2.24] per share in [removed: 2023,] [added: 2024,] an increase of [removed: 7.7] [added: 7.1] percent.
Dividends paid totaled [removed: $3.8] [added: $4.1] billion in [removed: 2024] [added: 2025] compared to [removed: $3.6] [added: $3.8] billion in [removed: 2023.][added: 2024.]
In December [removed: 2023,] [added: 2025,] Abbott increased the company’s quarterly dividend by [removed: 7.8] [added: 6.8] percent to [removed: $0.55] [added: $0.63] per share from [removed: $0.51] [added: $0.59] per share, effective with the dividend paid in February [removed: 2024.][added: 2026.]
On April 27, 2023, Abbott completed the acquisition of Cardiovascular Systems, Inc. [removed: (CSI).][added: (CSI) for $20 per common share, which equated to a purchase price of $851 million.]
In [removed: 2025,] [added: 2026,] Abbott will [removed: focus on continuing] [added: continue] to invest in product development areas that provide the opportunity for strong sustainable growth over the next several years.
In [removed: its] [added: the] diagnostics [removed: business, Abbott's focus] [added: businesses, Abbott] will [removed: include] [added: focus on] driving sales growth from its Alinity suite of [removed: diagnostics instruments along with] [added: diagnostic instruments, including expanded menu offerings and] GLP track [removed: integration and] [added: integration, as well as] its portfolio of rapid diagnostic testing [removed: systems.][added: systems, and growing digital health solutions.]
In the medical devices [removed: business,] [added: businesses,] Abbott will focus on growing recently launched [removed: new] products and expanding its market position across [removed: the] [added: its] various businesses.
In the established pharmaceuticals [removed: business,] [added: businesses,] Abbott will continue to focus on growing [removed: its business with] the depth and breadth of its portfolio in emerging [removed: markets.][added: markets, including expanding its biosimilars portfolio.]
*Sales Rebates* — In [removed: 2024, 48] [added: 2025, 44] percent of Abbott’s consolidated gross revenues were subject to various forms of rebates and allowances that Abbott recorded as reductions of revenues at the time of sale.
On November 19, 2025, Abbott entered into a definitive agreement to acquire Exact Sciences Corporation (Exact Sciences), which is expected to enable Abbott to enter the cancer diagnostics market.
The acquisition is subject to customary closing conditions, including the approval of Exact Sciences shareholders, and obtaining the required regulatory clearances.
Under the terms of the agreement, Abbott will pay $105 per common share in cash at the completion of the transaction, representing a total equity value of approximately $21 billion and an estimated enterprise value of $23 billion.
Abbott's financing contemplates absorption of Exact Sciences' estimated $1.8 billion of net debt.
On November 19, 2025, Abbott obtained a commitment for a 364-day senior unsecured bridge term loan facility for an amount not to exceed $20.0 billion in conjunction with its pending acquisition of Exact Sciences.
While Abbott plans to fund this transaction with cash on hand and borrowings, the bridge facility will provide back-up financing.
Results reflect continued progress across related research and development programs, including the contribution of new and recently introduced products and indication expansions.
Results in the Nutritional Products segment were flat, reflecting price increases and lower volumes, particularly in the United States (U.S.).
Sales also continued to be affected by the decline in COVID‑19 testing‑related sales in the Diagnostics segment.
- U.S. Food and Drug Administration (FDA) approval and CE Mark for the Volt™ Pulsed Field Ablation (PFA) System to treat patients with atrial fibrillation,
- FDA approval of the Tendyne™ transcatheter mitral valve replacement (TMVR) system to treat people with mitral valve disease,
- CE Mark for TactiFlex™ Duo Ablation Catheter, Sensor Enabled™, designed to deliver radiofrequency (RF) and PFA energy to treat patients battling atrial fibrillation, and
- CE Mark for an expanded indication for the Navitor® transcatheter aortic valve implantation (TAVI) system to treat people with symptomatic, severe aortic stenosis who are at low or intermediate risk for open-heart surgery.
The 2025 and 2024 sales decreases were driven by continued lower demand for the company's portfolio of COVID-19 tests and challenging market conditions in China, including the impact of volume-based procurement programs.
The sales decrease was partially offset by higher volume of routine diagnostic tests and the continued deployment of Abbott's Alinity® testing platform and digital health solutions, as Abbott continues to expand its diagnostic test menus.
In Abbott’s Nutritional Products segment, total pediatric nutrition sales, excluding the impact of foreign exchange, decreased 0.7 percent in 2025, reflecting lower sales volumes in the U.S., partially offset by higher international sales and price increases.
In 2024, growth in this segment also reflected higher respiratory product sales.
In 2025, operating earnings increased 4.7 percent.
Operating margin profile decreased from 23.8 percent in 2023 to 23.3 percent in 2025, reflecting increased business costs and unfavorable foreign exchange, partially offset by higher volumes and favorable price adjustment initiatives.
In the nutrition businesses, Abbott will focus on introducing new products to adapt to evolving consumer preferences and driving growth globally.
The net actuarial losses for Abbott's medical and dental plans primarily reflect an increase in claims.
The recorded accruals balance at December 31, 2025, for these proceedings and exposures were approximately $175 million and included $165 million for legal reserves related to a negotiated settlement.
| 2025 vs. 2024 | | | 5.7 | | | | | | 0.7 | | | | | | 4.8 | | | | | | 0.2 | | |
| 2025 vs. 2024 | | | 4.9 | | | | | | — | | | | | | 4.9 | | | | | | — | | |
| 2025 vs. 2024 | | | 6.1 | | | | | | 1.2 | | | | | | 4.7 | | | | | | 0.2 | | |
| 2025 vs. 2024 | | | 6.6 | | | | | | 4.1 | | | | | | 3.3 | | | | | | (0.8) | | |
| 2025 vs. 2024 | | | 0.4 | | | | | | 2.4 | | | | | | (1.3) | | | | | | (0.7) | | |
| 2025 vs. 2024 | | | (4.3) | | | | | | (2.1) | | | | | | (2.4) | | | | | | 0.2 | | |
| 2025 vs. 2024 | | | 12.6 | | | | | | 0.4 | | | | | | 11.5 | | | | | | 0.7 | | |
The increase in total net sales in 2025, excluding the impact of foreign exchange, primarily reflects higher sales in the Medical Devices and Established Pharmaceutical Products segments.
Nutritional Products segment sales for the year remained relatively unchanged, reflecting price increases and lower volumes.
Diagnostic Products segment sales continued to be impacted by the decline in COVID-19 testing-related sales and challenging market conditions in China.
| Key Emerging Markets | | | $ | 4,167 | | | | | $ | 3,858 | | | | | 8.0 | | % | | | | (1.5) | | % | | | | 9.5 | | % |
| Other Emerging Markets | | | 1,369 | | | | | | 1,336 | | | | | | 2.5 | | | | | | 1.1 | | | | | | 1.4 | | |
| International Pediatric Nutritionals | | | 1,816 | | | | | | 1,815 | | | | | | 0.1 | | | | | | (1.2) | | | | | | 1.3 | | |
| U.S. Pediatric Nutritionals | | | 2,158 | | | | | | 2,208 | | | | | | (2.3) | | | | | | — | | | | | | (2.3) | | |
| International Adult Nutritionals | | | 3,029 | | | | | | 2,909 | | | | | | 4.1 | | | | | | (1.0) | | | | | | 5.1 | | |
| U.S. Adult Nutritionals | | | 1,448 | | | | | | 1,481 | | | | | | (2.2) | | | | | | — | | | | | | (2.2) | | |
| Core Laboratory | | | 5,360 | | | | | | 5,235 | | | | | | 2.4 | | | | | | 0.3 | | | | | | 2.1 | | |
| Molecular | | | 517 | | | | | | 521 | | | | | | (0.7) | | | | | | 0.5 | | | | | | (1.2) | | |
The growth is the result of a productive research and development (R&D) pipeline and a combination of the introduction of new products and indication expansions across various businesses.
Sales growth was negatively impacted by continued year-over-year decline in COVID-19 testing-related sales, as the COVID-19 pandemic shifted to an endemic state.
In 2022, operating margin as a percentage of sales was 19.2 percent.
The decrease in 2023 from 2022 reflects the unfavorable effects of lower COVID-19 testing-related sales, foreign exchange, and higher costs for various manufacturing inputs.
In 2023, Neuromodulation sales also increased double digits.
- U.S. Food and Drug Administration (FDA) clearance for two new over-the-counter CGM systems, Lingo® and Libre Rio™, which are based on Abbott's FreeStyle Libre® CGM technology,
- FDA approval of the Esprit™ below-the-knee (BTK) system, which is designed to keep arteries open in people living with peripheral artery disease and deliver a drug to support vessel healing prior to completely dissolving,
- CE Mark for the Aveir® dual chamber (DR) leadless pacemaker system, which is the world's first dual chamber leadless pacemaker system that treats people with abnormal or slow heart rhythms, and
- FDA clearance for Advisor® HD Grid X Mapping Catheter, Sensor Enabled™, which will further support mapping of both pulsed field ablation (PFA) and radiofrequency (RF) ablation cases.
The 2024 and 2023 sales decreases were driven by continued lower demand for the company's portfolio of COVID-19 tests, partially offset by higher volume of routine diagnostic tests in the Rapid Diagnostics and Core Laboratory businesses and the continued deployment of Abbott's Alinity® testing platform.
Abbott continues to build out its test menu for the Alinity testing platform.
In the first quarter of 2024, Abbott received FDA clearance of its i-STAT™ traumatic brain injury (TBI) cartridge for use with the i-STAT Alinity instrument, a whole blood point-of-care test to help assess mild TBI.
In the fourth quarter of 2023, Abbott received FDA approval of its new laboratory automation system, GLP systems Track™, to help laboratories optimize lab performance by consolidating multiple analytical instruments into a unified workflow.
In February 2022, Abbott’s U.S. Pediatric Nutrition business was impacted by a voluntary recall of certain infant powder formula products manufactured at its facility in Sturgis, Michigan, at which time the company temporarily stopped operations at that facility.
Abbott took various actions to mitigate the impact of the recall on the supply of formula in the U.S. Abbott resumed operations later in 2022 and made significant progress through 2023 to increase production of infant formula in the U.S and recover market share.
Beginning in the fourth quarter of 2023 and through 2024, Abbott has regained and maintained its market-leading position in the U.S., as measured on a volume basis.
The Established Pharmaceutical Products segment focuses on the sale of its products in emerging markets.
The sales increase in 2023 reflects higher sales in several geographies including India, Vietnam, and Brazil.
In 2024, operating earnings for the Established Pharmaceutical Products segment increased 2.2 percent.
Operating margin profile increased from 21.4 percent in 2022 to 23.7 percent in 2024 primarily due to the impact of margin improvement initiatives and higher sales, partially offset by inflation on various product inputs.
On September 22, 2023, Abbott completed the acquisition of Bigfoot Biomedical, Inc. (Bigfoot), which furthers Abbott's efforts to develop connected solutions for making diabetes management more personal and precise.
CSI's atherectomy system, which is used in treating peripheral and coronary artery disease, adds complementary technologies to Abbott's portfolio of vascular device offerings.
In its nutritional business, Abbott will continue to focus on driving growth globally and further enhancing its portfolio with the introduction of science-based products and line extensions.
In the domestic nutritional business, management uses both internal and external data available to estimate the accruals.
In the WIC business, estimates are required for the amount of WIC sales within each state where Abbott holds the WIC contract.
The state where the sale is made, which is the determining factor for the applicable rebated price, is reliably determinable.
Rebated prices are based on contractually obligated agreements generally lasting a period of two to four years.
Except for a change in contract price or a transition period before or after a change in the supplier for the WIC business in a state, accruals are based on historical redemption rates and data from the U.S. Department of Agriculture (USDA) and the states submitting rebate claims.
The USDA, which administers the WIC program, has been making its data available for many years.
Management also estimates the states' processing lag time based on sales and claims data.
Management has access to several large customers' inventory management data, which allows management to make reliable estimates of inventory in the retail distribution channel.
At December 31, 2024, Abbott had WIC business in 42 states.
The
Accruals of approximately $30 million have been recorded at December 31, 2024 for these proceedings and exposures.
| 2023 vs. 2022 | | | (8.1) | | | | | | 2.6 | | | | | | (8.7) | | | | | | (2.0) | | |
| 2023 vs. 2022 | | | (14.8) | | | | | | 1.1 | | | | | | (15.9) | | | | | | — | | |
| 2023 vs. 2022 | | | (3.3) | | | | | | 3.7 | | | | | | (3.5) | | | | | | (3.5) | | |
| 2023 vs. 2022 | | | 3.1 | | | | | | 6.0 | | | | | | 4.9 | | | | | | (7.8) | | |
| 2023 vs. 2022 | | | 9.3 | | | | | | 11.4 | | | | | | 0.2 | | | | | | (2.3) | | |
| 2023 vs. 2022 | | | (39.4) | | | | | | (0.9) | | | | | | (37.3) | | | | | | (1.2) | | |
An excerpt. Shown here: 40 of 167 rewritten, 40 of 86 added and 40 of 97 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
21 rewritten, 1 added, 1 removed, 21 unchanged
The fair value of equity securities held by Abbott with a readily determinable fair value was approximately [removed: $10] [added: $20] million and [removed: $12] [added: $10] million as of December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively.
A hypothetical 20 percent decrease in the share prices of these investments would decrease their fair value at December 31, [removed: 2024] [added: 2025,] by approximately [removed: $2] [added: $4] million.
The fair value of investments in mutual funds that are held in a rabbi trust for the purpose of paying benefits under a deferred compensation plan was [removed: approximately $313] [added: $323] million and [removed: $314] [added: $313] million as of December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively.
The carrying value of these investments was [removed: $91] [added: $124] million and [removed: $88] [added: $91] million as of December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively.
No individual investment is recorded at a value in excess of [removed: $20] [added: $25] million.
At December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] Abbott had interest rate hedge contracts with notional values totaling [removed: $2.2] [added: $1.2] billion [added: and $2.2 billion, respectively,] to manage its exposure to changes in the fair value of debt.
The fair value of long-term debt at December 31, [removed: 2024] [added: 2025,] and [removed: 2023] [added: 2024,] amounted to [removed: $13.7] [added: $12.8] billion and [removed: $14.8] [added: $13.7] billion, respectively (average interest rates of 3.8% [removed: and 3.6%] as of December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively) with maturities through 2046.
At December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] the fair value of current and long-term investment securities amounted to [removed: approximately] [added: $1.3 billion and] $1.2 [removed: billion.][added: billion, respectively.]
A hypothetical 100-basis point change in the interest rates would not have a material effect on cash flows, [removed: income] [added: income,] or fair values.
At December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] Abbott held [removed: $7.0] [added: $7.4] billion and [removed: $7.3] [added: $7.0] billion of notional values, respectively, of such contracts.
Contracts held at December 31, [removed: 2024 will mature] [added: 2024, matured] in 2025 or [added: will mature in] 2026 depending [removed: on] [added: upon] the contract.
Contracts held at December 31, [removed: 2023 matured in 2024 or] [added: 2025,] will mature in [removed: 2025] [added: 2026 or 2027] depending [removed: upon] [added: on] the contract.
At December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] Abbott held [removed: $16.2] [added: $13.1] billion and [removed: $13.8] [added: $16.2] billion of notional values, respectively, of such contracts, which mature within 13 months.
Abbott has designated a yen-denominated, 5-year term loan of [removed: approximately $583] [added: $589] million and [removed: $419] [added: $583] million as of December 31, [removed: 2024] [added: 2025,] and December 31, [removed: 2023,] [added: 2024,] respectively, as a hedge of the net investment in certain foreign subsidiaries.
The change in the value of the debt is due to [removed: net incremental borrowing of $201 million, discussed in Note 10 — Debt and Lines of Credit, as well as] changes in foreign exchange rates, recorded in Accumulated other comprehensive income (loss), net of tax.
The following table reflects the total foreign currency forward exchange contracts outstanding at December [removed: 31, 2024 and 2023:][added: 31:]
| Euro | | | | | | $ | [removed: 10,954] [added: 9,137] | | | | | [removed: 1.0848] [added: 1.1604] | | | | | | $ | [removed: 136] [added: (121)] | | | | | $ | [removed: 9,221] [added: 10,954] | | | | | [removed: 1.0865] [added: 1.0848] | | | | | | $ | [removed: (35)] [added: 136] | |
| Chinese Yuan | | | | | | [removed: 1,926] [added: 1,889] | | | | | | [removed: 7.1132] [added: 7.0843] | | | | | | [removed: 22] [added: (19)] | | | | | | [removed: 2,115] [added: 1,926] | | | | | | [removed: 7.0785] [added: 7.1132] | | | | | | [removed: 3] [added: 22] | | |
| Japanese Yen | | | | | | [removed: 1,479] [added: 1,313] | | | | | | [removed: 149.1298] [added: 149.5687] | | | | | | [removed: 51] [added: 37] | | | | | | [removed: 1,635] [added: 1,479] | | | | | | [removed: 138.2288] [added: 149.1298] | | | | | | [removed: 24] [added: 51] | | |
| All other currencies | | | | | | [removed: 8,832] [added: 8,156] | | | | | | n/a | | | | | | [removed: 50] [added: (86)] | | | | | | [removed: 8,189] [added: 8,832] | | | | | | n/a | | | | | | [removed: (54)] [added: 50] | | |
| Total | | | | | | $ | [removed: 23,191] [added: 20,495] | | | | | | | | | | | $ | [removed: 259] [added: (189)] | | | | | $ | [removed: 21,160] [added: 23,191] | | | | | | | | | | | $ | [removed: (62)] [added: 259] | |
| | | | | | | 2025 | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | |
| | | | | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |
Item 1. BUSINESS
31 rewritten, 5 added, 4 removed, 140 unchanged
- women’s health products, including Duphaston™, for the treatment of [removed: many different] gynecological disorders; and Femoston™, a hormone replacement therapy for postmenopausal women;
- cardiovascular and metabolic products, including Lipanthyl™ and TriCor™, for the treatment of [removed: dyslipidemia;] [added: dyslipidemia and diabetic retinopathy;] Omacor™, for the treatment of hypertriglyceridemia; Physiotens™, for the treatment of hypertension; and Synthroid™, for the treatment of hypothyroidism;
- [removed: biosimilar] [added: biologic] products, [removed: including] [added: which include biosimilars in] the areas of [removed: oncology] [added: oncology, immunology,] and women's health.
These products are generally marketed and sold directly to blood banks, hospitals, commercial laboratories, clinics, physicians’ offices, retailers, government agencies, alternate care testing sites, and plasma protein therapeutic companies from Abbott-owned distribution centers, public warehouses or [removed: third party] [added: third-party] distributors.
- informatics and automation solutions for use in [removed: laboratories,] [added: various care settings,] including laboratory automation systems such as the GLP systems Track™, [removed: the RALS® point-of-care solution, and] AlinIQ®, a suite of informatics tools and professional [removed: services.][added: services, the Indexor® system for pre-analytics sample traceability, and the RALS® point-of-care solution.]
- adult and other pediatric nutritional products, including Ensure®, Ensure Plus®, Ensure® [removed: Enlive®, Ensure®] NutriVigor™, Ensure® Max Protein, Ensure® High Protein, Glucerna®, Glucerna Hunger Smart®, ProSure™, PediaSure®, [removed: PediaSure SideKicks®,] PediaSure® Peptide, Juven®, Abound™, and Pedialyte®; and
Competitive factors include consumer [added: preferences,] advertising, formulation, packaging, scientific innovation, price, retail distribution, and availability of product forms.
These products include a broad line of rhythm management, electrophysiology, heart failure, [removed: vascular] [added: vascular,] and structural heart devices for the treatment of cardiovascular diseases, and diabetes care and continuous glucose monitoring [added: (CGM)] products, as well as neuromodulation devices for the management of chronic pain and movement disorders.
In the United States, depending upon the product, medical devices are generally marketed and sold directly to wholesalers, hospitals, ambulatory surgery centers, physicians’ offices, consumers, and distributors from Abbott-owned distribution centers, public warehouses or [removed: third party] [added: third-party] distributors.
- rhythm management products, including Assurity MRI® and Endurity MRI® pacemaker systems, and Aveir® single-chamber (VR and AR) and Aveir® dual chamber (DR) leadless pacemaker systems; Ellipse®, Fortify Assura®, and Gallant® implantable cardioverter defibrillators [added: (ICD)] and Gallant and Quadra Assura MP® [removed: implantable cardioverter defibrillator] [added: ICD] with cardiac resynchronization therapy and [removed: MultiPoint™] [added: MultiPoint®] Pacing technology; and Confirm Rx®, Jot Dx® and ASSERT-IQ® implantable cardiac monitors;
- electrophysiology products, including the [added: Volt® Pulsed Field Ablation System, the] TactiFlex® and TactiCath® families of ablation catheters, [added: including the TactiFlex™ Duo Ablation Catheter, Sensor Enabled™,] and FlexAbility® irrigated ablation catheters; [added: the] EnSite® family of cardiac mapping systems; Agilis® NxT and Swartz™ introducer catheters; the Advisor® HD Grid mapping catheter; and [added: the] ViewFlex® family of intracardiac echocardiography catheters;
- vascular products, including the XIENCE® family of drug-eluting coronary stent systems developed on the Multi-Link Vision® platform; StarClose SE®, Perclose ProGlide® and Perclose ProStyle® vessel closure devices, TREK® coronary balloon dilatation products, Hi-Torque Balance Middleweight Universal II® guidewires, Supera® Peripheral Stent System, a peripheral vascular stent system; [removed: Acculink®/Accunet®] [added: Acculink®] and Xact®/Emboshield NAV6®, carotid stent systems; the OPTIS® integrated systems with Ultreon® 1.0 and 2.0 Software, compatible with the Dragonfly OPTIS® and [added: Dragonfly] OpStar® imaging catheters and PressureWire® fractional flow reserve measurement systems; Diamondback 360® coronary and peripheral orbital atherectomy systems; and [added: the] Esprit™ BTK everolimus eluting resorbable scaffold system;
- structural heart products, including MitraClip®, a mitral valve transcatheter edge-to-edge repair system; TriClip®, a tricuspid valve transcatheter edge-to-edge repair system; Epic®, a surgical family of aortic valve and mitral valve replacement devices; [removed: Portico® and] Navitor® transcatheter aortic heart valves; Regent™ and Masters [removed: Series®] [added: Series™] mechanical heart valves; Amplatzer® PFO occluders; Amplatzer Amulet® occluder devices; and the Tendyne® transcatheter mitral valve replacement system;
- continuous glucose and blood glucose monitoring systems under the FreeStyle® [removed: brand] [added: and Libre® brands] such as the FreeStyle Libre® system, including sensors, data management decision software, test strips, and accessories for people with diabetes; and the Lingo® [removed: continuous glucose monitoring] [added: CGM] system, including sensors and data management decision software for people’s health and wellness; and
- neuromodulation products, including spinal cord stimulators Proclaim® Plus and Proclaim® XR recharge-free implantable pulse generators (IPG) and rechargeable Eterna® IPG, each with BurstDR® stimulation, and Proclaim® DRG IPG, a neurostimulation device designed for dorsal root ganglion therapy, for the treatment of chronic pain disorders; and the non-rechargeable [removed: Infinity™] [added: Infinity®] deep brain stimulation (DBS) system and the rechargeable Liberta [removed: RC™] [added: RC®] DBS system, each with directional lead technology for the treatment of movement disorders.
These, and various patents that expire during the period from [removed: 2025] [added: 2026] to [removed: 2045,] [added: 2046,] in the aggregate, are believed to be of material importance in the operation of Abbott’s business.
Abbott’s capital and operating expenditures for pollution control in [removed: 2024] [added: 2025] were not material and are not expected to be material in [removed: 2025.][added: 2026.]
The sustainability of Abbott’s business depends on attracting, engaging and developing talented people with [removed: diverse backgrounds] [added: a variety of perspectives] who share Abbott’s mission to help people live their healthiest possible lives.
As of December 31, [removed: 2024,] [added: 2025,] Abbott employed approximately [removed: 114,000] [added: 115,000] people, 69% of whom were employed outside of the U.S. Women represented 47% of Abbott’s U.S. workforce, 46% of its global workforce, and [removed: 43%] [added: 44%] of its managers.
The [removed: board] [added: Board] of [removed: directors] [added: Directors] conducts an annual Talent Management Review, focusing on development of [removed: talent, diversity,] [added: talent] and succession planning for critical positions.
Similar reviews take place across Abbott to develop talent [removed: and diversity] across the organization.
The program’s objective is to increase the number of students pursuing STEM-related careers and [removed: contribute to a more diverse talent] [added: advance the] pipeline for Abbott.
Over [removed: 40,000] [added: 50,000] Abbott employees across [removed: 75] [added: 84] countries took part in [removed: 2024.][added: 2025.]
Abbott is committed to building, retaining, and motivating a [removed: diverse] talent pipeline that can meet the current and future needs of its businesses.
To that end, Abbott provides market competitive compensation, healthcare benefits, continuing education benefits, [removed: pension and/or] retirement [removed: savings] plans, financial support for employees with student loan debt, and several programs to facilitate employees building an ownership stake in Abbott, including a global long-term incentive program for employees generally beginning at the manager level.
Government regulation by various international, supranational, federal and state agencies addresses (among other matters) the development and approval to market Abbott’s products, as well as the inspection of, and controls over, research and laboratory procedures, clinical investigations, product approvals and manufacturing, [removed: postmarket] [added: post-market] changes to products, labeling, packaging, [added: raw materials,] supply chains, marketing and promotion, pricing and reimbursement, sampling, distribution, quality control, post-market surveillance, record keeping, storage, and [added: product design and] disposal practices.
Among other effects, [removed: healthcare] regulations and significant changes thereto [removed: (such as the introduction of the Medical Devices Regulation and the In Vitro Diagnostic Medical Devices Regulation in the European Union)] substantially increase the time, difficulty, and costs incurred in developing, obtaining and maintaining approval to market, and marketing newly developed and existing products.
Efforts to reduce [removed: health care] [added: healthcare] costs are also being made in the private sector, notably by healthcare payors and providers, which have instituted various cost reduction and containment measures.
The Patient Protection and Affordable Care Act (the Affordable Care Act) includes provisions known as the Physician Payments Sunshine Act, which [removed: requires] [added: require] manufacturers of [added: covered] drugs, devices, and medical supplies [removed: covered under Medicare and Medicaid] to record any transfers of value to [removed: physicians] [added: healthcare professionals] and teaching hospitals and to report this data to the Centers for Medicare & Medicaid Services for subsequent public disclosure.
The regulation of data privacy and security, and the protection of the confidentiality of certain personal information (including patient health information, financial [removed: information] [added: information,] and other sensitive personal [removed: information),] [added: information) and non-personal information (including de-identified, anonymized, and other non-personal data),] is [removed: increasing.][added: expanding globally and becoming more complex.]
Transferring and managing protected information will become more challenging as laws and regulations are enacted or amended, and Abbott expects there will be increasing complexity [added: and enforcement] in this area.
On November 19, 2025, Abbott entered into a definitive agreement to acquire Exact Sciences Corporation (Exact Sciences), which is expected to enable Abbott to enter the cancer diagnostics market.
The acquisition is subject to customary closing conditions, including the approval of Exact Sciences shareholders and obtaining the required regulatory clearances.
*Our Culture*
Creating a culture of belonging is inherent to Abbott's business, from its leadership and benefits to its employee networks and programs.
Abbott is committed to fostering a workplace environment that allows its employees to reach their full potential.
*Diversity and Inclusion*
Abbott is committed to fostering a workplace that is inclusive for all.
Abbott's diversity, equity, and inclusion report provides an update on the plans, strategies, and actions undertaken to ensure that Abbott continues to attract, retain, and develop the best talent from the more than 160 countries in which it does business.
Failure to report appropriate data may result in civil or criminal fines and/or penalties.
Item 3. LEGAL PROCEEDINGS
5 rewritten, 8 added, 4 removed, 20 unchanged
Abbott is involved in various claims, legal proceedings, and investigations, including (as of January 31, [removed: 2025)] [added: 2026)] those described below.
As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 1,490] [added: 1,760] lawsuits pending in federal and state courts in which Abbott is a party.
Abbott stands by its products and the information it provided about them, and it appealed this jury’s verdict [removed: with] [added: to] the Missouri Court of Appeals in December 2024.
In November 2022, Abbott learned that the United States Department of [removed: Justice,] [added: Justice (DOJ),] through the United States Attorney’s Office for the Western District of Michigan, is conducting a criminal investigation related to Abbott’s manufacturing of [added: powdered] infant formula.
In addition, multiple civil lawsuits have been filed against Abbott relating to Abbott’s manufacturing of certain [removed: powder] [added: powdered] infant formula products.
In May 2025, the U.S. District Court for the Northern District of Illinois granted summary judgment in favor of Abbott on all claims in the first "bellwether" case and entered judgment for Abbott.
The plaintiff has filed an appeal.
The U.S. District Court for the Northern District of Illinois granted summary judgment in favor of Abbott in each of the second and third "bellwether" cases in August and October 2025, respectively.
In March 2025, the Missouri state court granted the plaintiff's motion for a new trial, and Abbott appealed the ruling to the Missouri Court of Appeals.
In November 2025, the DOJ intervened, in part, in a civil qui tam lawsuit previously filed under seal against Abbott by three private individuals in the U.S. District Court for the Western District of Michigan.
The DOJ’s intervention is related to Abbott’s manufacturing of powdered infant formula products at its facility in Sturgis, Michigan.
The DOJ alleges certain violations of the Federal False Claims Act and unjust enrichment, and it seeks various damages, including statutory penalties and disgorgement of profits.
In December 2025, the Attorneys General of several states filed a consolidated complaint-in-intervention in the same lawsuit alleging violations of certain state laws, including false claims acts, and seeking damages and penalties.
As previously disclosed, DexCom, Inc. (Dexcom) and Abbott filed various patent infringement actions against each other over certain of the other company’s continuous glucose monitoring products in the U.S., Germany, the U.K, Spain, and the Unified Patent Court, which litigation commenced in 2021.
In December 2024, Abbott reached an agreement with Dexcom to settle all outstanding patent disputes between the companies in cases related to continuous glucose monitoring products.
The agreement will result in the dismissal of all pending cases in courts and patent offices worldwide.
In December 2022, Abbott received a subpoena from the Enforcement Division of the Commission requesting information relating to Abbott’s powder infant formula business and related public disclosures.
Cover and table of contents
32 rewritten, 2 added, 2 removed, 64 unchanged
| For the fiscal year ended December 31, [removed: 2024] [added: 2025] | | | Commission file number 1-2189 | | |
| Common Shares, Without Par Value | | | ABT | | | New York Stock Exchange [removed: Chicago Stock Exchange, Inc.] [added: NYSE Texas] | | |
The aggregate market value of the [removed: 1,704,109,171] [added: 1,707,001,363] shares of voting stock held by nonaffiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of Abbott Laboratories’ most recently completed second fiscal quarter (June [removed: 28, 2024),] [added: 30, 2025),] was [removed: $177,073,983,959.][added: $232,169,255,381.]
Portions of the [removed: 2025] [added: 2026] Abbott Laboratories Proxy Statement are incorporated by reference into Part III.
The Proxy Statement will be filed on or about March [removed: 14, 2025.][added: 13, 2026.]
| [Item [removed: 1.](#i63142880791147bea8fe7cb5ab7c0329_13)] [added: 1.](#i5575f614e7084cd48fb6cb214c2117e3_13)] | | | [removed: [Business](#i63142880791147bea8fe7cb5ab7c0329_13)] [added: [Business](#i5575f614e7084cd48fb6cb214c2117e3_13)] | | | [removed: [1](#i63142880791147bea8fe7cb5ab7c0329_13)] [added: [1](#i5575f614e7084cd48fb6cb214c2117e3_13)] | | |
| [Item [removed: 1A.](#i63142880791147bea8fe7cb5ab7c0329_16)] [added: 1A.](#i5575f614e7084cd48fb6cb214c2117e3_16)] | | | [Risk [removed: Factors](#i63142880791147bea8fe7cb5ab7c0329_16)] [added: Factors](#i5575f614e7084cd48fb6cb214c2117e3_16)] | | | [removed: [9](#i63142880791147bea8fe7cb5ab7c0329_16)] [added: [9](#i5575f614e7084cd48fb6cb214c2117e3_16)] | | |
| [Item [removed: 1B.](#i63142880791147bea8fe7cb5ab7c0329_19)] [added: 1B.](#i5575f614e7084cd48fb6cb214c2117e3_19)] | | | [Unresolved Staff [removed: Comments](#i63142880791147bea8fe7cb5ab7c0329_19)] [added: Comments](#i5575f614e7084cd48fb6cb214c2117e3_19)] | | | [removed: [15](#i63142880791147bea8fe7cb5ab7c0329_19)] [added: [15](#i5575f614e7084cd48fb6cb214c2117e3_19)] | | |
| Item 1C. | | | [removed: [Cybersecurit](#i63142880791147bea8fe7cb5ab7c0329_22)y] [added: [Cybersecurit](#i5575f614e7084cd48fb6cb214c2117e3_22)y] | | | 15 | | |
| [Item [removed: 2.](#i63142880791147bea8fe7cb5ab7c0329_25)] [added: 2.](#i5575f614e7084cd48fb6cb214c2117e3_25)] | | | [removed: [Properties](#i63142880791147bea8fe7cb5ab7c0329_25)] [added: [Properties](#i5575f614e7084cd48fb6cb214c2117e3_25)] | | | 17 | | |
| [Item [removed: 3.](#i63142880791147bea8fe7cb5ab7c0329_28)] [added: 3.](#i5575f614e7084cd48fb6cb214c2117e3_28)] | | | [Legal [removed: Proceedings](#i63142880791147bea8fe7cb5ab7c0329_28)] [added: Proceedings](#i5575f614e7084cd48fb6cb214c2117e3_28)] | | | [removed: [18](#i63142880791147bea8fe7cb5ab7c0329_28)] [added: [18](#i5575f614e7084cd48fb6cb214c2117e3_28)] | | |
| [Item [removed: 4.](#i63142880791147bea8fe7cb5ab7c0329_31)] [added: 4.](#i5575f614e7084cd48fb6cb214c2117e3_31)] | | | [Mine Safety [removed: Disclosures](#i63142880791147bea8fe7cb5ab7c0329_31)] [added: Disclosures](#i5575f614e7084cd48fb6cb214c2117e3_31)] | | | [removed: [18](#i63142880791147bea8fe7cb5ab7c0329_31)] [added: [18](#i5575f614e7084cd48fb6cb214c2117e3_31)] | | |
| [PART [removed: II.](#i63142880791147bea8fe7cb5ab7c0329_34)] [added: II.](#i5575f614e7084cd48fb6cb214c2117e3_34)] | | | | | | | | |
| [Item [removed: 5.](#i63142880791147bea8fe7cb5ab7c0329_37)] [added: 5.](#i5575f614e7084cd48fb6cb214c2117e3_37)] | | | [Market for Registrant’s Common Equity, Related [removed: Shareholder] [added: Stockholder] Matters and Issuer Purchases of Equity [removed: Securities](#i63142880791147bea8fe7cb5ab7c0329_37)] [added: Securities](#i5575f614e7084cd48fb6cb214c2117e3_37)] | | | [removed: [21](#i63142880791147bea8fe7cb5ab7c0329_37)] [added: [21](#i5575f614e7084cd48fb6cb214c2117e3_37)] | | |
| [Item [removed: 6.](#i63142880791147bea8fe7cb5ab7c0329_40)] [added: 6.](#i5575f614e7084cd48fb6cb214c2117e3_40)] | | | \[Reserved\] | | | [removed: [21](#i63142880791147bea8fe7cb5ab7c0329_40)] [added: [21](#i5575f614e7084cd48fb6cb214c2117e3_40)] | | |
| [Item [removed: 7.](#i63142880791147bea8fe7cb5ab7c0329_43)] [added: 7.](#i5575f614e7084cd48fb6cb214c2117e3_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i63142880791147bea8fe7cb5ab7c0329_43)] [added: Operations](#i5575f614e7084cd48fb6cb214c2117e3_43)] | | | [removed: [22](#i63142880791147bea8fe7cb5ab7c0329_43)] [added: [22](#i5575f614e7084cd48fb6cb214c2117e3_43)] | | |
| [Item [removed: 7A.](#i63142880791147bea8fe7cb5ab7c0329_103)] [added: 7A.](#i5575f614e7084cd48fb6cb214c2117e3_103)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i63142880791147bea8fe7cb5ab7c0329_103)] [added: Risk](#i5575f614e7084cd48fb6cb214c2117e3_103)] | | | [removed: [38](#i63142880791147bea8fe7cb5ab7c0329_103)] [added: [38](#i5575f614e7084cd48fb6cb214c2117e3_103)] | | |
| [Item [removed: 8.](#i63142880791147bea8fe7cb5ab7c0329_106)] [added: 8.](#i5575f614e7084cd48fb6cb214c2117e3_106)] | | | [Consolidated Financial Statements and Supplementary [removed: Data](#i63142880791147bea8fe7cb5ab7c0329_106)] [added: Data](#i5575f614e7084cd48fb6cb214c2117e3_106)] | | | [removed: [40](#i63142880791147bea8fe7cb5ab7c0329_106)] [added: [40](#i5575f614e7084cd48fb6cb214c2117e3_106)] | | |
| [Item [removed: 9.](#i63142880791147bea8fe7cb5ab7c0329_184)] [added: 9.](#i5575f614e7084cd48fb6cb214c2117e3_184)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i63142880791147bea8fe7cb5ab7c0329_184)] [added: Disclosure](#i5575f614e7084cd48fb6cb214c2117e3_184)] | | | [removed: [80](#i63142880791147bea8fe7cb5ab7c0329_184)] [added: [81](#i5575f614e7084cd48fb6cb214c2117e3_184)] | | |
| [Item [removed: 9A.](#i63142880791147bea8fe7cb5ab7c0329_187)] [added: 9A.](#i5575f614e7084cd48fb6cb214c2117e3_187)] | | | [Controls and [removed: Procedures](#i63142880791147bea8fe7cb5ab7c0329_187)] [added: Procedures](#i5575f614e7084cd48fb6cb214c2117e3_187)] | | | [removed: [80](#i63142880791147bea8fe7cb5ab7c0329_187)] [added: [81](#i5575f614e7084cd48fb6cb214c2117e3_187)] | | |
| [Item [removed: 9B.](#i63142880791147bea8fe7cb5ab7c0329_190)] [added: 9B.](#i5575f614e7084cd48fb6cb214c2117e3_190)] | | | [Other [removed: Information](#i63142880791147bea8fe7cb5ab7c0329_190)] [added: Information](#i5575f614e7084cd48fb6cb214c2117e3_190)] | | | [removed: [80](#i63142880791147bea8fe7cb5ab7c0329_190)] [added: [81](#i5575f614e7084cd48fb6cb214c2117e3_190)] | | |
| [Item [removed: 9C.](#i63142880791147bea8fe7cb5ab7c0329_193)] [added: 9C.](#i5575f614e7084cd48fb6cb214c2117e3_193)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i63142880791147bea8fe7cb5ab7c0329_193)] [added: Inspections](#i5575f614e7084cd48fb6cb214c2117e3_193)] | | | [removed: [80](#i63142880791147bea8fe7cb5ab7c0329_193)] [added: [81](#i5575f614e7084cd48fb6cb214c2117e3_193)] | | |
| [PART [removed: III.](#i63142880791147bea8fe7cb5ab7c0329_196)] [added: III.](#i5575f614e7084cd48fb6cb214c2117e3_196)] | | | | | | | | |
| [Item [removed: 10.](#i63142880791147bea8fe7cb5ab7c0329_199)] [added: 10.](#i5575f614e7084cd48fb6cb214c2117e3_199)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i63142880791147bea8fe7cb5ab7c0329_199)] [added: Governance](#i5575f614e7084cd48fb6cb214c2117e3_199)] | | | [removed: [81](#i63142880791147bea8fe7cb5ab7c0329_199)] [added: [82](#i5575f614e7084cd48fb6cb214c2117e3_199)] | | |
| [Item [removed: 11.](#i63142880791147bea8fe7cb5ab7c0329_202)] [added: 11.](#i5575f614e7084cd48fb6cb214c2117e3_202)] | | | [Executive [removed: Compensation](#i63142880791147bea8fe7cb5ab7c0329_202)] [added: Compensation](#i5575f614e7084cd48fb6cb214c2117e3_202)] | | | [removed: [81](#i63142880791147bea8fe7cb5ab7c0329_202)] [added: [82](#i5575f614e7084cd48fb6cb214c2117e3_202)] | | |
| [Item [removed: 12.](#i63142880791147bea8fe7cb5ab7c0329_205)] [added: 12.](#i5575f614e7084cd48fb6cb214c2117e3_205)] | | | [Security Ownership of Certain Beneficial Owners and Management and [removed: Related Shareholder Matters](#i63142880791147bea8fe7cb5ab7c0329_205)] [added: Related](#i5575f614e7084cd48fb6cb214c2117e3_205) [Stockholder](#i5575f614e7084cd48fb6cb214c2117e3_205) [Matters](#i5575f614e7084cd48fb6cb214c2117e3_205)] | | | [removed: [81](#i63142880791147bea8fe7cb5ab7c0329_205)] [added: [82](#i5575f614e7084cd48fb6cb214c2117e3_205)] | | |
| [Item [removed: 13.](#i63142880791147bea8fe7cb5ab7c0329_208)] [added: 13.](#i5575f614e7084cd48fb6cb214c2117e3_208)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i63142880791147bea8fe7cb5ab7c0329_208)] [added: Independence](#i5575f614e7084cd48fb6cb214c2117e3_208)] | | | [removed: [82](#i63142880791147bea8fe7cb5ab7c0329_208)] [added: [82](#i5575f614e7084cd48fb6cb214c2117e3_208)] | | |
| [Item [removed: 14.](#i63142880791147bea8fe7cb5ab7c0329_211)] [added: 14.](#i5575f614e7084cd48fb6cb214c2117e3_211)] | | | [Principal Accountant Fees and [removed: Services](#i63142880791147bea8fe7cb5ab7c0329_211)] [added: Services](#i5575f614e7084cd48fb6cb214c2117e3_211)] | | | [removed: [82](#i63142880791147bea8fe7cb5ab7c0329_211)] [added: [82](#i5575f614e7084cd48fb6cb214c2117e3_211)] | | |
| [PART [removed: IV.](#i63142880791147bea8fe7cb5ab7c0329_214)] [added: IV.](#i5575f614e7084cd48fb6cb214c2117e3_214)] | | | | | | | | |
| [Item [removed: 15.](#i63142880791147bea8fe7cb5ab7c0329_217)] [added: 15.](#i5575f614e7084cd48fb6cb214c2117e3_217)] | | | [Exhibit and Financial Statement [removed: Schedules](#i63142880791147bea8fe7cb5ab7c0329_217)] [added: Schedules](#i5575f614e7084cd48fb6cb214c2117e3_217)] | | | [removed: [83](#i63142880791147bea8fe7cb5ab7c0329_217)] [added: [83](#i5575f614e7084cd48fb6cb214c2117e3_217)] | | |
| [Item [removed: 16.](#i63142880791147bea8fe7cb5ab7c0329_220)] [added: 16.](#i5575f614e7084cd48fb6cb214c2117e3_220)] | | | [Form 10-K [removed: Summary](#i63142880791147bea8fe7cb5ab7c0329_220)] [added: Summary](#i5575f614e7084cd48fb6cb214c2117e3_220)] | | | [removed: [89](#i63142880791147bea8fe7cb5ab7c0329_220)] [added: [89](#i5575f614e7084cd48fb6cb214c2117e3_220)] | | |
| [removed: [Signatures](#i63142880791147bea8fe7cb5ab7c0329_223)] [added: [Signatures](#i5575f614e7084cd48fb6cb214c2117e3_223)] | | | | | | [removed: [90](#i63142880791147bea8fe7cb5ab7c0329_223)] [added: [90](#i5575f614e7084cd48fb6cb214c2117e3_223)] | | |
Number of common shares outstanding as of January 31, 2026: 1,737,682,887
| [PART I.](#i5575f614e7084cd48fb6cb214c2117e3_10) | | | | | | | | |
Number of common shares outstanding as of January 31, 2025: 1,734,323,411
| [PART I.](#i63142880791147bea8fe7cb5ab7c0329_10) | | | | | | | | |
Item 1C. CYBERSECURITY
4 rewritten, 0 added, 0 removed, 27 unchanged
- internal and [removed: third party] [added: third-party] cybersecurity testing, including penetration testing of Abbott’s information systems and hardware;
As part of Abbott’s cybersecurity program, Abbott regularly engages with assessors and [removed: third party] [added: third-party] advisers to perform various services, including assessments of process design and operating effectiveness; security testing and attestation; periodic assessment of enterprise cybersecurity maturity; industry benchmarking; and thought leadership related to continuous improvement of processes, training, technology, and data.
Abbott’s cybersecurity program also aims to identify and assess cybersecurity risks associated with its use of [removed: third party] [added: third-party] service providers with access to Abbott’s systems and data, as well as such [removed: third party] [added: third-party] service providers’ adherence to certain cybersecurity standards and processes.
As appropriate, Abbott requires such [removed: third party] [added: third-party] service providers to agree to be subject to cybersecurity evaluations by Abbott.
Item 2. PROPERTIES
3 rewritten, 0 added, 0 removed, 13 unchanged
As of December 31, [removed: 2024,] [added: 2025,] Abbott owned or leased properties totaling approximately 44 million square feet, of which approximately 65% is owned by Abbott.
| Medical Devices | | | | | | [removed: 32] [added: 33] | | |
| Established Pharmaceutical Products | | | | | | [removed: 23] [added: 22] | | |
Item 4. MINE SAFETY DISCLOSURES
11 rewritten, 14 added, 5 removed, 40 unchanged
Abbott’s executive officers, their ages as of February [removed: 21, 2025,] [added: 20, 2026,] and the dates of their first election as officers of Abbott are listed below.
Ford, [removed: 51][added: 52]
[removed: 2013] [added: 2025] to present — Executive Vice President, General Counsel and Secretary.
Elected Corporate Officer — [removed: 2012.][added: 2023.]
Boudreau, [removed: 52][added: 53]
Earnhardt, [removed: 55][added: 56]
Moreland, [removed: 58][added: 59]
Morrone, [removed: 48][added: 49]
Daniel Salvadori, [removed: 46][added: 47]
[removed: 2019] [added: 2025] to present — [removed: Executive] [added: Senior] Vice President, Rapid and Molecular Diagnostics.
McCoy, Jr., [removed: 55][added: 56]
Elizabeth C.
Cushman, 56
2024 to 2025 — Senior Vice President, Legal.
2023 to 2024 — Vice President, Specialty Legal.
2021 to 2023 — Divisional Vice President and Associate General Counsel, Legal Regulatory and Compliance.
Christopher J.
Scoggins, 56
2025 to present — Executive Vice President, Diabetes Care.
2023 to 2024 — Senior Vice President, Commercial Operations and Marketing, Abbott Diabetes Care.
2021 to 2023 — Vice President, Commercial Operations and Marketing, Abbott Diabetes Care.
2019 to 2021 — Senior Vice President, Rapid Diagnostics.
Eric Shroff, 54
2018 to 2025 — Vice President, Abbott Point of Care.
Elected Corporate Officer — 2018.
2018 to 2020 — President and Chief Operating Officer, and Director since 2019.
Hubert L.
Allen, 59
2017 to 2020 — Divisional Vice President, Controller, Medical Devices.
Andrea Wainer, 56
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
4 rewritten, 4 added, 6 removed, 13 unchanged
The principal market for Abbott’s common shares is the New York Stock Exchange under the symbol “ABT.” Shares are also listed on [removed: the Chicago Stock Exchange] [added: NYSE Texas] and traded on various regional and electronic exchanges.
There were [removed: 30,768] [added: 29,122] shareholders of record of Abbott common shares as of January 31, [removed: 2025.][added: 2026.]
Abbott certified that the HIB requirements were met for the calendar year ending December 31, [removed: 2024.][added: 2025.]
(2)On [removed: December 10, 2021, Abbott announced that its board] [added: October 11, 2024, the Board] of [removed: directors] [added: Directors] authorized the repurchase of up to [removed: $5] [added: $7] billion of Abbott common shares, from time to [removed: time (the "2021 Plan").][added: time.]
| October 1, 2025 — October 31, 2025 | | | | | | 2,340,000 | | | (1) | | | $ | 128.682 | | | | | 2,340,000 | | | | | | $ | 6,689,557,187 | | (2) | | |
| November 1, 2025 — November 30, 2025 | | | | | | — | | | (1) | | | $ | — | | | | | — | | | | | | $ | 6,689,557,187 | | (2) | | |
| December 1, 2025 — December 31, 2025 | | | | | | — | | | (1) | | | $ | — | | | | | — | | | | | | $ | 6,689,557,187 | | (2) | | |
| Total | | | | | | 2,340,000 | | | (1) | | | $ | 128.682 | | | | | 2,340,000 | | | | | | $ | 6,689,557,187 | | (2) | | |
| October 1, 2024 — October 31, 2024 | | | | | | — | | | (1) | | | $ | — | | | | | — | | | | | | $ | 7,659,092,986 | | (2) | | |
| November 1, 2024 — November 30, 2024 | | | | | | 840,000 | | | (1) | | | $ | 117.639 | | | | | 840,000 | | | | | | $ | 7,560,276,206 | | (2) | | |
| December 1, 2024 — December 31, 2024 | | | | | | 2,350,000 | | | (1) | | | $ | 113.640 | | | | | 2,350,000 | | | | | | $ | 7,293,222,352 | | (2) | | |
| Total | | | | | | 3,190,000 | | | (1) | | | $ | 114.693 | | | | | 3,190,000 | | | | | | $ | 7,293,222,352 | | (2) | | |
On October 11, 2024, the board of directors authorized the repurchase of up to $7 billion of Abbott common shares, from time to time (the "2024 Plan").
The 2024 Plan is in addition to the unused portion of the 2021 Plan.
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
508 rewritten, 168 added, 72 removed, 735 unchanged
| [Consolidated Statement of [removed: Earnings](#i63142880791147bea8fe7cb5ab7c0329_109)] [added: Earnings](#i5575f614e7084cd48fb6cb214c2117e3_109)] | | | [removed: [41](#i63142880791147bea8fe7cb5ab7c0329_109)] [added: [41](#i5575f614e7084cd48fb6cb214c2117e3_109)] | | |
| [Consolidated Statement of Comprehensive [removed: Income](#i63142880791147bea8fe7cb5ab7c0329_112)] [added: Income](#i5575f614e7084cd48fb6cb214c2117e3_112)] | | | [removed: [42](#i63142880791147bea8fe7cb5ab7c0329_112)] [added: [42](#i5575f614e7084cd48fb6cb214c2117e3_112)] | | |
| [Consolidated Statement of Cash [removed: Flows](#i63142880791147bea8fe7cb5ab7c0329_115)] [added: Flows](#i5575f614e7084cd48fb6cb214c2117e3_115)] | | | [removed: [43](#i63142880791147bea8fe7cb5ab7c0329_115)] [added: [43](#i5575f614e7084cd48fb6cb214c2117e3_115)] | | |
| [Consolidated Balance [removed: Sheet](#i63142880791147bea8fe7cb5ab7c0329_118)] [added: Sheet](#i5575f614e7084cd48fb6cb214c2117e3_118)] | | | [removed: [44](#i63142880791147bea8fe7cb5ab7c0329_118)] [added: [44](#i5575f614e7084cd48fb6cb214c2117e3_118)] | | |
| [Consolidated Statement of Shareholders’ [removed: Investment](#i63142880791147bea8fe7cb5ab7c0329_121)] [added: Investment](#i5575f614e7084cd48fb6cb214c2117e3_121)] | | | [removed: [46](#i63142880791147bea8fe7cb5ab7c0329_121)] [added: [46](#i5575f614e7084cd48fb6cb214c2117e3_121)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i63142880791147bea8fe7cb5ab7c0329_124)] [added: Statements](#i5575f614e7084cd48fb6cb214c2117e3_124)] | | | [removed: [47](#i63142880791147bea8fe7cb5ab7c0329_124)] [added: [47](#i5575f614e7084cd48fb6cb214c2117e3_124)] | | |
| [Management Report on Internal Control Over Financial [removed: Reporting](#i63142880791147bea8fe7cb5ab7c0329_178)] [added: Reporting](#i5575f614e7084cd48fb6cb214c2117e3_178)] | | | [removed: [76](#i63142880791147bea8fe7cb5ab7c0329_178)] [added: [77](#i5575f614e7084cd48fb6cb214c2117e3_178)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i63142880791147bea8fe7cb5ab7c0329_181)] [added: Firm](#i5575f614e7084cd48fb6cb214c2117e3_181)] (PCAOB ID: 42) | | | [removed: [77](#i63142880791147bea8fe7cb5ab7c0329_181)] [added: [78](#i5575f614e7084cd48fb6cb214c2117e3_181)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i63142880791147bea8fe7cb5ab7c0329_229)] [added: Firm](#i5575f614e7084cd48fb6cb214c2117e3_229)] | | | [removed: [92](#i63142880791147bea8fe7cb5ab7c0329_229)] [added: [92](#i5575f614e7084cd48fb6cb214c2117e3_229)] | | |
| | | | [removed: 2024] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Net Sales | | | $ | [removed: 41,950] [added: 44,328] | | | | | $ | [removed: 40,109] [added: 41,950] | | | | | $ | [removed: 43,653] [added: 40,109] | |
| Cost of products sold, excluding amortization of intangible assets | | | [removed: 18,706] [added: 19,319] | | | | | | [removed: 17,975] [added: 18,706] | | | | | | [removed: 19,142] [added: 17,975] | | |
| Amortization of intangible assets | | | [removed: 1,878] [added: 1,682] | | | | | | [removed: 1,966] [added: 1,878] | | | | | | [removed: 2,013] [added: 1,966] | | |
| Research and development | | | [removed: 2,844] [added: 2,942] | | | | | | [removed: 2,741] [added: 2,844] | | | | | | [removed: 2,888] [added: 2,741] | | |
| Selling, general and administrative | | | [removed: 11,697] [added: 12,332] | | | | | | [removed: 10,949] [added: 11,697] | | | | | | [removed: 11,248] [added: 10,949] | | |
| Total Operating Cost and Expenses | | | [removed: 35,125] [added: 36,275] | | | | | | [removed: 33,631] [added: 35,125] | | | | | | [removed: 35,291] [added: 33,631] | | |
| Operating Earnings | | | [removed: 6,825] [added: 8,053] | | | | | | [removed: 6,478] [added: 6,825] | | | | | | [removed: 8,362] [added: 6,478] | | |
| Interest expense | | | [removed: 559] [added: 493] | | | | | | [removed: 637] [added: 559] | | | | | | [removed: 558] [added: 637] | | |
| Interest income | | | [removed: (344)] [added: (308)] | | | | | | [removed: (385)] [added: (344)] | | | | | | [removed: (183)] [added: (385)] | | |
| Net foreign exchange (gain) loss | | | [removed: (27)] [added: (50)] | | | | | | [removed: 41] [added: (27)] | | | | | | [removed: 2] [added: 41] | | |
| Other (income) expense, net | | | [removed: (376)] [added: (548)] | | | | | | [removed: (479)] [added: (376)] | | | | | | [removed: (321)] [added: (479)] | | |
| Earnings before Taxes | | | [removed: 7,013] [added: 8,466] | | | | | | [removed: 6,664] [added: 7,013] | | | | | | [removed: 8,306] [added: 6,664] | | |
| Taxes on Earnings | | | [removed: (6,389)] [added: 1,942] | | | | | | [removed: 941] [added: (6,389)] | | | | | | [removed: 1,373] [added: 941] | | |
| Net Earnings | | | $ | [removed: 13,402] [added: 6,524] | | | | | $ | [removed: 5,723] [added: 13,402] | | | | | $ | [removed: 6,933] [added: 5,723] | |
| Basic Earnings Per Common Share | | | $ | [removed: 7.67] [added: 3.73] | | | | | $ | [removed: 3.28] [added: 7.67] | | | | | $ | [removed: 3.94] [added: 3.28] | |
| Diluted Earnings Per Common Share | | | $ | [removed: 7.64] [added: 3.72] | | | | | $ | [removed: 3.26] [added: 7.64] | | | | | $ | [removed: 3.91] [added: 3.26] | |
| Average Number of Common Shares Outstanding Used for Basic Earnings Per Common Share | | | [removed: 1,740] [added: 1,741] | | | | | | 1,740 | | | | | | [removed: 1,753] [added: 1,740] | | |
| Dilutive Common Stock Options | | | [removed: 8] [added: 7] | | | | | | [removed: 9] [added: 8] | | | | | | [removed: 11] [added: 9] | | |
| Average Number of Common Shares Outstanding Plus Dilutive Common Stock Options | | | 1,748 | | | | | | [removed: 1,749] [added: 1,748] | | | | | | [removed: 1,764] [added: 1,749] | | |
| Outstanding Common Stock Options Having No Dilutive Effect | | | [removed: 7] [added: 1] | | | | | | [removed: 5] [added: 7] | | | | | | [removed: 3] [added: 5] | | |
| Foreign currency translation gain (loss) [removed: adjustments] [added: adjustments, net of taxes of $62 in 2025 and $— in 2024 and 2023] | | | [removed: (1,001)] [added: 1,574] | | | | | | [removed: 229] [added: (1,001)] | | | | | | [removed: (894)] [added: 229] | | |
| Net actuarial gains (losses) and prior service cost and credits and amortization of net actuarial losses and prior service cost and credits, net of taxes of [added: $149 in 2025,] $228 in 2024, [added: and] $31 in 2023 [removed: and $330 in 2022] | | | [removed: 765] [added: 610] | | | | | | [removed: 117] [added: 765] | | | | | | [removed: 1,177] [added: 117] | | |
| Net gains (losses) on derivative instruments designated as cash flow hedges, net of taxes of [added: $(60) in 2025,] $48 in 2024, [added: and] $(66) in 2023 [removed: and $11 in 2022] | | | [removed: 169] [added: (279)] | | | | | | [removed: (134)] [added: 169] | | | | | | [removed: 40] [added: (134)] | | |
| Other Comprehensive Income (Loss) | | | [removed: (67)] [added: 1,905] | | | | | | [removed: 212] [added: (67)] | | | | | | [removed: 323] [added: 212] | | |
| Comprehensive Income | | | $ | [removed: 13,335] [added: 8,429] | | | | | $ | [removed: 5,935] [added: 13,335] | | | | | $ | [removed: 7,256] [added: 5,935] | |
| Cumulative foreign currency translation (loss) adjustments | | | $ | [removed: (7,505)] [added: (5,931)] | | | | | $ | [removed: (6,504)] [added: (7,505)] | | | | | $ | [removed: (6,733)] [added: (6,504)] | |
| Net actuarial (losses) and prior service (cost) and credits | | | [removed: (611)] [added: (1)] | | | | | | [removed: (1,376)] [added: (611)] | | | | | | [removed: (1,493)] [added: (1,376)] | | |
| Cumulative gains (losses) on derivative instruments designated as cash flow hedges | | | [removed: 210] [added: (69)] | | | | | | [removed: 41] [added: 210] | | | | | | [removed: 175] [added: 41] | | |
| Accumulated other comprehensive income (loss) | | | $ | [removed: (7,906)] [added: (6,001)] | | | | | $ | [removed: (7,839)] [added: (7,906)] | | | | | $ | [removed: (8,051)] [added: (7,839)] | |
| Depreciation | | | [removed: 1,340] [added: 1,434] | | | | | | [removed: 1,277] [added: 1,340] | | | | | | [removed: 1,254] [added: 1,277] | | |
| Net earnings | | | $ | 6,524 | | | | | $ | 13,402 | | | | | $ | 5,723 | |
| | | | 2025 | | | | | | 2024 | | |
| | | | 25,222 | | | | | | 22,740 | | |
| | | | $ | 86,713 | | | | | $ | 81,414 | |
| | | | 2025 | | | | | | 2024 | | |
| Common shares held in treasury, at cost — Shares: 2025: 260,196,074; 2024: 259,774,639 | | | (17,177) | | | | | | (16,844) | | |
| | | | $ | 86,713 | | | | | $ | 81,414 | |
| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |
| Net earnings | | | 6,524 | | | | | | 13,402 | | | | | | 5,723 | | |
| Changes to noncontrolling ownership interest | | | 387 | | | | | | — | | | | | | — | | |
Intercompany transactions are eliminated in consolidation.
Investments in affiliates over which Abbott has a significant influence, but not a controlling interest, are accounted for using the equity method of accounting.
| | | | | | | 2025 | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |
Provisions for discounts, rebates, and sales incentives to customers, returns, and other adjustments are provided for in the period the related sales are recorded.
Historical data is readily available and reliable and is used for estimating the amount of the reduction in gross sales.
The amounts as of December 31, 2025, and 2024 were not significant.
| Balance at December 31, 2025 | | | $ | 633 | |
| (in millions) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | |
| (in millions) | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | |
| Net unrecognized tax benefits | | | | | | 1,397 | | | | | | 857 | | |
| All other | | | | | | 2,538 | | | | | | 2,586 | | |
| Other comprehensive income (loss) before reclassifications | | | | | | 1,574 | | | | | | 610 | | | | | | (227) | | | | | | 1,957 | | |
| Balance at December 31, 2025 | | | | | | $ | (5,931) | | | | | $ | (1) | | | | | $ | (69) | | | | | $ | (6,001) | |
On November 19, 2025, Abbott entered into a definitive agreement to acquire Exact Sciences Corporation (Exact Sciences), which is expected to enable Abbott to enter the cancer diagnostics market.
The acquisition is subject to customary closing conditions, including the approval of Exact Sciences shareholders, and obtaining the required regulatory clearances.
Under the terms of the agreement, Abbott will pay $105 per common share in cash at the completion of the transaction, representing a total equity value of approximately $21 billion and an estimated enterprise value of $23 billion.
Abbott's financing contemplates absorption of Exact Sciences' estimated $1.8 billion of net debt.
On November 19, 2025, Abbott obtained a commitment for a 364-day senior unsecured bridge term loan facility for an amount not to exceed $20.0 billion in conjunction with its pending acquisition of Exact Sciences.
While Abbott plans to fund this transaction with cash on hand and borrowings, the bridge facility will provide back-up financing.
Note 6 — Business Acquisitions (Continued)
In 2025, IPR&D increased $428 million, related to transactions in the Medical Devices reportable segment.
| Restructuring charges in 2024 | | | | | | $ | 129 | |
| Granted | | | | | | 1,486,579 | | | | | | 135.26 | | | | | | | | | | | | | | |
| Exercised | | | | | | (5,337,114) | | | | | | 55.36 | | | | | | | | | | | | | | |
| Lapsed | | | | | | (107,419) | | | | | | 121.45 | | | | | | | | | | | | | | |
| Outstanding at December 31, 2025 | | | | | | 22,588,795 | | | | | | $ | 90.09 | | | | | 4.4 | | | | | | $ | 810 | |
| Exercisable at December 31, 2025 | | | | | | 19,426,784 | | | | | | $ | 84.71 | | | | | 3.8 | | | | | | $ | 788 | |
| Granted | | | 4,804,929 | | | | | | 135.22 | | |
| Vested | | | (5,191,859) | | | | | | 113.61 | | |
| Forfeited | | | (580,907) | | | | | | 121.81 | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | 22,740 | | | | | | 21,933 | | |
| | | | $ | 81,414 | | | | | $ | 73,214 | |
| Shares: 2024: 253,807,494; 2023: 248,724,257; 2022: 221,191,228 | | | $ | (15,981) | | | | | $ | (15,229) | | | | | $ | (11,822) | |
In September 2022, the FASB issued Accounting Standards Update (ASU) 2022-04, *Disclosure of Supplier Finance Program Obligations*, which requires an entity to report information about its supplier finance program.
Abbott is currently evaluating the impact of this new standard on its consolidated financial statements.
The standard becomes effective for Abbott for full year 2025 reporting.
Note: The Acelis Connected Health business was internally transferred from Rapid Diagnostics to Heart Failure on January 1, 2023.
As a result, $115 million of sales in 2022 were moved from Rapid Diagnostics to Heart Failure.
| Balance at December 31, 2022 | | | $ | 500 | |
| Balance at December 31, 2022 | | | $ | 262 | |
The increase in Abbott’s long-term investments as of December 31, 2024 versus the balance as of December 31, 2023 primarily relates to investment in long term deposits and equity method investments, partially offset by the impairment of certain securities.
________________________________________________________
| (a) | | | Accrued wholesaler chargeback rebates of $262 million and $232 million at December 31, 2024 and 2023, respectively, are netted in trade receivables because Abbott’s customers are invoiced at a higher catalog price but only remit to Abbott their contract price for the products. | | |
| All other (b) | | | | | | 3,443 | | | | | | 3,466 | | |
| (b) | | | Includes approximately $860 million and $650 million of net unrecognized tax benefits and $210 million and $430 million of transition tax obligation related to the TCJA in 2024 and 2023, respectively. | | |
| Balance at December 31, 2022 | | | | | | $ | (6,733) | | | | | $ | (1,493) | | | | | $ | 175 | | | | | $ | (8,051) | |
In 2024, intangible assets decreased $207 million due to impairment charges recorded on the Cost of products sold line of the Consolidated Statement of Earnings, primarily related to the Medical Devices reportable segment.
In 2023, $100 million of impairment charges related to certain indefinite-lived intangible assets in the Medical Devices reportable segment were recorded on the Research and development line of the Consolidated Statement of Earnings.
In 2023, business acquisitions increased IPR&D assets by $80 million.
| Restructuring charges in 2022 | | | | | | $ | 234 | |
| Outstanding at December 31, 2023 | | | | | | 28,569,075 | | | | | | $ | 74.52 | | | | | 4.8 | | | | | | $ | 1,073 | |
| Granted | | | | | | 1,683,097 | | | | | | 116.88 | | | | | | | | | | | | | | |
| Exercised | | | | | | (3,593,503) | | | | | | 47.26 | | | | | | | | | | | | | | |
| Lapsed | | | | | | (111,920) | | | | | | 119.40 | | | | | | | | | | | | | | |
| Exercisable at December 31, 2024 | | | | | | 22,712,676 | | | | | | $ | 75.20 | | | | | 3.9 | | | | | | $ | 897 | |
| Outstanding at December 31, 2023 | | | 10,278,286 | | | | | | $ | 112.51 | |
| Granted | | | 5,745,647 | | | | | | 116.78 | | |
| Vested | | | (4,978,325) | | | | | | 115.35 | | |
| Forfeited | | | (536,036) | | | | | | 112.82 | | |
| 0.10% Notes, due 2024 | | | — | | | | | | 655 | | |
| 2026 | | | | | | 252 | | |
| 2027 | | | | | | 183 | | |
| 2028 | | | | | | 134 | | |
| 2029 | | | | | | 103 | | |
| Thereafter | | | | | | 356 | | |
| | | | | | | $ | 391 | | | | | $ | 169 | | | | | | | | | | | $ | 765 | | | | | $ | 745 | | | | | | | |
| December 31, 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Assets | | | | | | $ | 495 | | | | | $ | 326 | | | | | $ | 169 | | | | | $ | — | |
An excerpt. Shown here: 40 of 508 rewritten, 40 of 168 added and 40 of 72 removed. The counts are complete. For every sentence, read Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
3 rewritten, 0 added, 0 removed, 5 unchanged
*Management’s annual report on internal control over financial reporting.* Management’s report on Abbott’s internal control over financial reporting is included on page [removed: 76] [added: 77] hereof.
The report of Abbott’s independent registered public accounting firm related to their assessment of the effectiveness of internal control over financial reporting is included on page [removed: 79] [added: 80] hereof.
*Changes in internal control over financial reporting.* During the quarter ended December 31, [removed: 2024,] [added: 2025,] there were no changes in Abbott’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, Abbott’s internal control over financial reporting.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 1 removed, 4 unchanged
Incorporated herein by reference are [removed: “Election] [added: "Item 1: Election] of [removed: Directors (Item 1 on Proxy Card),” “Committees] [added: directors," "Committees] of the Board of [removed: Directors,”] [added: Directors," "Corporate governance matters," "Delinquent Section 16(a) reports,"] and [removed: “Procedure] [added: "Procedure] for [removed: Recommendation] [added: recommendation] and [removed: Nomination] [added: nomination] of [removed: Directors] [added: directors] and [removed: Transaction] [added: transaction] of [removed: Business] [added: business] at Annual [removed: Meeting”] [added: Meeting"] to be included in the [removed: 2025] [added: 2026] Abbott Laboratories Proxy Statement.
The [removed: 2025] [added: 2026] Proxy Statement will be filed on or about March [removed: 14, 2025.][added: 13, 2026.]
Abbott has an insider trading policy governing the purchase, sale, and other dispositions of Abbott securities by its directors, officers and employees, as well as Abbott itself, that Abbott believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange listing standards.
Item 11. EXECUTIVE COMPENSATION
2 rewritten, 0 added, 0 removed, 0 unchanged
The material required by this Item 11 will be included in the [removed: 2025] [added: 2026] Proxy Statement under the headings [removed: “Director Compensation”] [added: "Director compensation"] and [removed: “Executive Compensation”,] [added: "Executive compensation,"] and such material is incorporated herein by reference.
The [removed: 2025] [added: 2026] Proxy Statement will be filed on or about March [removed: 14, 2025.][added: 13, 2026.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
2 rewritten, 2 added, 32 removed, 2 unchanged
Incorporated herein by reference is the material under the headings [removed: “Security Ownership] [added: "Security ownership] of [removed: Executive Officers] [added: executive officers] and [removed: Directors”] [added: directors"] and [removed: “Information Concerning Security Ownership”] [added: "Information concerning security ownership"] in the [removed: 2025] [added: 2026] Proxy Statement.
The [removed: 2025] [added: 2026] Proxy Statement will be filed on or about March [removed: 14, 2025.][added: 13, 2026.]
Incorporated herein by reference in the material under the heading "Equity compensation plan information" in the 2026 Proxy Statement.
The 2026 Proxy Statement will be filed on or about March 13, 2026.
The following table presents information as of December 31, 2024 about our compensation plans under which Abbott common shares have been authorized for issuance.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Plan Category | | | | | | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | | | | (b) Weighted average exercise price of outstanding options, warrants and rights | | | | | | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |
| Equity compensation plans approved by security holders (1) | | | | | | 26,546,749 | | | | | | $ | 80.70 | | | | | 68,436,082 | | |
| Equity compensation plans not approved by security holders | | | | | | — | | | | | | — | | | | | | — | | |
| Total (1) | | | | | | 26,546,749 | | | | | | $ | 80.70 | | | | | 68,436,082 | | |
________________________________________________________
(1) (i)*Abbott Laboratories 2009 Incentive Stock Program*.
Benefits under the Abbott Laboratories 2009 Incentive Stock Program (the “2009 Program”) include non-qualified stock options, restricted stock, restricted stock units, performance awards, other share-based awards (including stock appreciation rights, dividend equivalents and recognition awards), awards to non-employee directors, and foreign benefits.
The shares that remain available for issuance under the 2009 Program may be issued in connection with any one of these benefits and may be either authorized but unissued shares or treasury shares (except that restricted stock awards are satisfied from treasury shares).
If there is a lapse, expiration, termination, forfeiture or cancellation of any benefit granted under the 2009 Program without the issuance of shares or payment of cash thereunder, the shares subject to or reserved for that benefit, or so reacquired, may again be used for new stock options, rights, or awards of any type authorized under the Abbott Laboratories 2017 Incentive Stock Program (the “2017 Program”).
If shares are issued under any benefit under the 2009 Program and thereafter are reacquired by Abbott pursuant to rights reserved upon their issuance, or pursuant to the payment of the purchase price of shares under stock options by delivery of other common shares of Abbott,
the shares subject to or reserved for that benefit, or so reacquired, may not again be used for new stock options, rights, or awards of any type authorized under the 2009 Program.
In April 2017, the 2009 Program was replaced by the 2017 Program.
No further awards will be granted under the 2009 Program.
(ii)*Abbott Laboratories 2017 Incentive Stock Program*.
Benefits under the 2017 Program include non-qualified stock options, restricted stock, restricted stock units, performance awards, other share-based awards (including stock appreciation rights, dividend equivalents and recognition awards), awards to non-employee directors, and foreign benefits.
The shares that remain available for issuance under the 2017 Program may be issued in connection with any one of these benefits and may be either authorized but unissued shares or treasury shares (except that restricted stock awards are satisfied from treasury shares).
If there is a lapse, expiration, termination, forfeiture or cancellation of any benefit granted under the 2017 Program without the issuance of shares or payment of cash thereunder, the shares subject to or reserved for that benefit, or so reacquired, may again be used for new stock options, rights, or awards of any type authorized under the 2017 Program.
If shares are issued under any benefit under the 2017 Program and thereafter are reacquired by Abbott pursuant to rights reserved upon their issuance, or pursuant to the payment of the purchase price of shares under stock options by delivery of other common shares of Abbott, the shares subject to or reserved for that benefit, or so reacquired, may not again be used for new stock options, rights, or awards of any type authorized under the 2017 Program.
(iii)*Abbott Laboratories Employee Stock Purchase Plan for Non-U.S. Employees*.
Eligible employees of participating non-U.S. affiliates of Abbott may participate in this plan.
An eligible employee may authorize payroll deductions at the rate of 1% to 10% of eligible compensation (in multiples of one percent) subject to a limit of US $12,500 during any purchase cycle.
Purchase cycles are generally six months long and usually begin on August 1 and February 1.
On the last day of each purchase cycle, Abbott uses participant contributions to acquire Abbott common shares.
The shares may be either authorized but unissued shares, treasury shares, or shares acquired on the open market.
The purchase price is typically 85% of the lower of the fair market value of the shares on the purchase date or on the first day of that purchase cycle.
As the number of shares subject to outstanding options is indeterminable, columns (a) and (b) of the above table do not include information on the Employee Stock Purchase Plan.
As of December 31, 2024, an aggregate of 7,461,515 common shares were available for future issuance under the Employee Stock Purchase Plan, including shares subject to purchase during the current purchase cycle.
In April 2017, the 2009 Employee Stock Purchase Plan for Non-U.S. Employees was amended and restated as the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees.
For additional information concerning the Abbott Laboratories 2009 Incentive Stock Program, the Abbott Laboratories 2017 Incentive Stock Program, and the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees, see the discussion in Note 9 entitled “Incentive Stock Program” of the Notes to Consolidated Financial Statements included under Item 8, “Financial Statements and Supplementary Data.”
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
2 rewritten, 0 added, 0 removed, 0 unchanged
The material to be included in the [removed: 2025] [added: 2026] Proxy Statement under the headings [removed: “The Board of Directors and Its Committees”] [added: "Director independence," "Corporate governance matters,"] and [removed: “Approval Process] [added: "Approval process] for [removed: Related Person Transactions”] [added: related person transactions"] is incorporated herein by reference.
The [removed: 2025] [added: 2026] Proxy Statement will be filed on or about March [removed: 14, 2025.][added: 13, 2026.]
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 1 unchanged
The material to be included in the [removed: 2025] [added: 2026] Proxy Statement under the headings [removed: “Audit Fees] [added: "Audit fees] and [removed: Non-Audit Fees”] [added: Non-audit fees"] and [removed: “Policy] [added: "Policy] on Audit Committee [removed: Pre-Approval] [added: pre-approval] of [removed: Audit] [added: audit] and [removed: Permissible Non-Audit Services] [added: permissible non-audit services] of the [removed: Independent Auditor”] [added: independent auditor"] is incorporated herein by reference.
The [removed: 2025] [added: 2026] Proxy Statement will be filed on or about March [removed: 14, 2025.][added: 13, 2026.]
Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
25 rewritten, 1 added, 1 removed, 211 unchanged
(1)*Financial Statements:* See Item 8, “Financial Statements and Supplementary Data,” on page [removed: 40] [added: 41] hereof, for a list of financial statements.
| [Valuation and Qualifying Accounts (Schedule [removed: II)](#i63142880791147bea8fe7cb5ab7c0329_226)] [added: II)](#i5575f614e7084cd48fb6cb214c2117e3_226)] | | | | | | [removed: [91](#i63142880791147bea8fe7cb5ab7c0329_226)] [added: [91](#i5575f614e7084cd48fb6cb214c2117e3_226)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i63142880791147bea8fe7cb5ab7c0329_229)] [added: Firm](#i5575f614e7084cd48fb6cb214c2117e3_229)] | | | | | | [removed: [92](#i63142880791147bea8fe7cb5ab7c0329_229)] [added: [92](#i5575f614e7084cd48fb6cb214c2117e3_229)] | | |
| 3.2 | | | * | | | [Amended and Restated By-Laws of Abbott Laboratories, [removed: effective as of April 28, 2023,] [added: effective](https://www.sec.gov/Archives/edgar/data/1800/000110465925120657/tm2533113d1_ex99-1.htm) [December 12, 2025](https://www.sec.gov/Archives/edgar/data/1800/000110465925120657/tm2533113d1_ex99-1.htm)[,] filed as Exhibit 3.1 to the Abbott Laboratories Current Report on Form 8-K filed [removed: on February 17, 2023.](https://www.sec.gov/Archives/edgar/data/1800/000110465923023291/tm236955d1_ex3-1.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1800/000110465925120657/tm2533113d1_ex99-1.htm) [December 12](https://www.sec.gov/Archives/edgar/data/1800/000110465925120657/tm2533113d1_ex99-1.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1800/000110465925120657/tm2533113d1_ex99-1.htm)[5](https://www.sec.gov/Archives/edgar/data/1800/000110465925120657/tm2533113d1_ex99-1.htm)[.](https://www.sec.gov/Archives/edgar/data/1800/000110465925120657/tm2533113d1_ex99-1.htm)] | | |
| 10.2 | | | [added: *] | | | [Abbott Laboratories Deferred Compensation & Restoration Plan, as amended and [removed: restated.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abbottlaboratoriesdeferred.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abbottlaboratoriesdeferred.htm)[,](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abbottlaboratoriesdeferred.htm) [filed as Exhibit 10.2 to Abbott L](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abbottlaboratoriesdeferred.htm)[aboratories](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abbottlaboratoriesdeferred.htm) [2024](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abbottlaboratoriesdeferred.htm) [Annual Report on Form](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abbottlaboratoriesdeferred.htm) [10-K.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abbottlaboratoriesdeferred.htm)[](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abbottlaboratoriesdeferred.htm)] | | |
| 10.3 | | | [added: *] | | | [Abbott Laboratories 401(k) Supplemental Plan, as amended and [removed: restated.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/supplemental401kplankspdec.htm)] [added: restated, filed as Exhibit 10.3 to Abbott Laboratories 2024 Annual Report on Form 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/supplemental401kplankspdec.htm)] | | |
| 10.5 | | | * | | | [1986 Abbott Laboratories Management Incentive Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit105_1986managementi.htm)[,] [added: restated,] filed as Exhibit 10.5 to the [removed: 202](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit105_1986managementi.htm)[3] [added: 2023] Abbott Laboratories Annual Report on Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit105_1986managementi.htm)[.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit105_1986managementi.htm)] [added: 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit105_1986managementi.htm)] | | |
| 10.6 | | | * | | | [1998 Abbott Laboratories Performance Incentive Plan, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit106_1998performance.htm)[,] [added: restated,] filed [removed: a](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit106_1998performance.htm)[s] [added: as] Exhibit 10.6 to the 2023 Abbott Laboratories Annual Report on Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit106_1998performance.htm)[.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit106_1998performance.htm)] [added: 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit106_1998performance.htm)] | | |
| 10.9 | | | * | | | [Abbott Laboratories 2017 Incentive Stock Program, as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm)[, filed](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm) [as] [added: restated, filed as] Exhibit 10.9 to [removed: the](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm) [](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm)[2](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm)[023](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm) [Abbott Laboratories](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm) [An](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm)[nual R](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm)[eport] [added: the 2023 Abbott Laboratories Annual Report] on Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm)[.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm)] [added: 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit109_2017incentivest.htm)] | | |
| 10.10 | | | * | | | [Abbott Laboratories Non-Employee Directors’ Fee Plan, as amended and restated, filed as Exhibit 10.1 to the Abbott Laboratories Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/1800/000162828023015699/non-employedirectorsfeep.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/1800/000162828025021090/exhibit101non-employeedire.htm)[5](https://www.sec.gov/Archives/edgar/data/1800/000162828025021090/exhibit101non-employeedire.htm)[.](https://www.sec.gov/Archives/edgar/data/1800/000162828025021090/exhibit101non-employeedire.htm)] | | |
| 10.46 | | | * | | | [Form of Extension of Agreement Regarding Change in Control by and between Abbott Laboratories and its named executive officers, extending the agreement term to December 31, [removed: 2024,] [added: 2026,] filed as Exhibit [removed: 10.59] [added: 10.47] to the [removed: 2022] [added: 2024] Abbott Laboratories Annual Report on Form [removed: 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000162828023004026/abt-20221231x10kexx1059.htm)] [added: 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/exhibit1047-noticeofcicext.htm)] | | |
| [removed: 10.48] [added: 10.47] | | | * | | | [Form of Time Sharing Agreement between Abbott Laboratories Inc. and Robert B. Ford, filed as Exhibit 10.68 to the 2020 Abbott Laboratories Annual Report on Form 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000110465921025751/abt-20201231xex10d68.htm) | | |
| [removed: 10.49] [added: 10.48] | | | * | | | [Management Savings Plan, as amended and restated, filed as Exhibit 10.75 to the 2019 Abbott Laboratories Annual Report on Form 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000110465920023904/ex-10d75.htm) | | |
| [removed: 10.50] [added: 10.49] | | | * | | | [Abbott Overseas Managers Pension Plan, as amended and restated, filed as Exhibit 10.74 to the 2020 Abbott Laboratories Annual Report on Form 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000110465921025751/abt-20201231xex10d74.htm) | | |
| [removed: 10.51] [added: 10.50] | | | * | | | [Five Year Credit Agreement, dated as of January 29, 2024, among Abbott Laboratories, as borrower, various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit1065_2024revolvingc.htm)[,] [added: agent,] filed as Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit1065_2024revolvingc.htm)[65] [added: 10.65] to the 2023 Abbott Laboratories Annual Report on Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit1065_2024revolvingc.htm)[.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit1065_2024revolvingc.htm)] [added: 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit1065_2024revolvingc.htm)] | | |
| 19 | | | [added: *] | | | [Abbott Laboratories Insider Trading [removed: Policy.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/exhibit19-abbottlabsinside.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/exhibit19-abbottlabsinside.htm)[,](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/exhibit19-abbottlabsinside.htm) [filed as E](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/exhibit19-abbottlabsinside.htm)[xhibi](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/exhibit19-abbottlabsinside.htm)[t 19 to the 2024 Abbott L](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/exhibit19-abbottlabsinside.htm)[aboratories Annual Report on Form 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/exhibit19-abbottlabsinside.htm)] | | |
| 21 | | | | | | [Subsidiaries of Abbott [removed: Laboratories.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/subsidiariesofabbottlabora.htm)] [added: Laboratories.](https://www.sec.gov/Archives/edgar/data/1800/000162828026010185/subsidiariesofabbottlabora.htm)] | | |
| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/exhibit23eyconsent1.htm).] [added: Firm](https://www.sec.gov/Archives/edgar/data/1800/000162828026010185/exhibit23eyconsent11.htm).] | | |
| 31.1 | | | | | | [Certification of Chief Executive Officer Required by Rule 13a-14(a) (17 CFR [removed: 240.13a-14(a)).](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abt-20241231x10kexx311.htm)] [added: 240.13a-14(a)).](https://www.sec.gov/Archives/edgar/data/1800/000162828026010185/abt-20251231x10kexx311.htm)] | | |
| 31.2 | | | | | | [Certification of Chief Financial Officer Required by Rule 13a-14(a) (17 CFR [removed: 240.13a-14(a)).](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abt-20241231x10kexx312.htm)] [added: 240.13a-14(a)).](https://www.sec.gov/Archives/edgar/data/1800/000162828026010185/abt-20251231x10kexx312.htm)] | | |
| 32.1 | | | | | | [Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abt-20241231x10kexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1800/000162828026010185/abt-20251231x10kexx321.htm)] | | |
| 32.2 | | | | | | [Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/abt-20241231x10kexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1800/000162828026010185/abt-20251231x10kexx322.htm)] | | |
| 97 | | | * | | | [Abbott Laboratories Dodd-Frank Clawback [removed: Policy](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit97_abbottlaboratori.htm)[,] [added: Policy,] filed as Exhibit 97 to the 2023 [removed: Abbott](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit97_abbottlaboratori.htm) [Laboratories] [added: Abbott Laboratories] Annual [removed: R](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit97_abbottlaboratori.htm)[eport] [added: Report] on Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit97_abbottlaboratori.htm)[.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit97_abbottlaboratori.htm)] [added: 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000162828024005348/exhibit97_abbottlaboratori.htm)] | | |
| 101 | | | | | | The following financial statements and notes from the Abbott Laboratories Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] filed on February [removed: 21, 2025,] [added: 20, 2026,] formatted in Inline XBRL: (i) Consolidated Statement of Earnings; (ii) Consolidated Statement of Comprehensive Income; (iii) Consolidated Statement of Cash Flows; (iv) Consolidated Balance Sheet; (v) Consolidated Statement of Shareholders’ Investment; and (vi) the notes to the consolidated financial statements. | | |
*(c)Financial Statement Schedule filed (page [removed: 91).*][added: 92).*]
| 2.1 | | | * | | | [Agreement and Plan of Merger, dated as of November 19, 2025, by and among Abbott Laboratories, Badger Merger Sub I, Inc. and Exact Sciences Corporation, filed as Exhibit 2.1 to the Abbott Laboratories Current Report on Form 8-K filed on November 20, 2025.](https://www.sec.gov/Archives/edgar/data/1800/000110465925114422/tm2531676d2_ex2-1.htm) | | |
| 10.47 | | | | | | [Form of Extension of Agreement Regarding Change in Control by and between Abbott Laboratories and its named executive officers, extending the agreement term to December 31, 2026.](https://www.sec.gov/Archives/edgar/data/1800/000162828025007110/exhibit1047-noticeofcicext.htm) | | |
Item 16. FORM 10-K SUMMARY
11 rewritten, 9 added, 9 removed, 46 unchanged
| | | | Date: | | | February [removed: 21, 2025] [added: 20, 2026] | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Abbott Laboratories on February [removed: 21, 2025] [added: 20, 2026] in the capacities indicated below.
| /s/ [removed: ROBERT J. ALPERN] [added: CLAIRE BABINEAUX-FONTENOT] | | | | | | /s/ [removed: CLAIRE BABINEAUX-FONTENOT] [added: SALLY E. BLOUNT] | | |
| /s/ [removed: NANCY MCKINSTRY] [added: MICHAEL G. O'GRADY] | | | | | | /s/ MICHAEL [removed: G. O'GRADY] [added: F. ROMAN] | | |
| [removed: Nancy McKinstry] [added: Michael G. O'Grady] | | | | | | Michael [removed: G. O'Grady] [added: F. Roman] | | |
| /s/ [removed: JOHN G. STRATTON] [added: DANIEL J. STARKS] | | | | | | [added: /s/ JOHN G. STRATTON] | | |
| [removed: John G. Stratton] [added: Daniel J. Starks] | | | | | | [added: John G. Stratton] | | |
| Director of Abbott Laboratories | | | | | | [added: Director of Abbott Laboratories] | | |
FOR THE YEARS ENDED DECEMBER 31, [added: 2025,] 2024, [removed: 2023] AND [removed: 2022][added: 2023]
| 2024 | | | | | | [removed: $ |] 444 | | | | | [removed: $] | 113 | | | | | [removed: $] | (118) | | | | | [removed: $] | 439 | | [added: |]
We have audited the consolidated financial statements of Abbott Laboratories and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and have issued our report thereon dated February [removed: 21, 2025] [added: 20, 2026] (included elsewhere in this Annual Report on Form 10-K).
| /s/ NITA AHUJA | | | | | | /s/ ROBERT J. ALPERN | | |
| Nita Ahuja, M.D. | | | | | | Robert J. Alpern, M.D. | | |
| Claire Babineaux-Fontenot | | | | | | Sally E. Blount, Ph.D. | | |
| /s/ PAOLA GONZALEZ | | | | | | /s/ MICHELLE A. KUMBIER | | |
| Paola Gonzalez | | | | | | Michelle A. Kumbier | | |
| /s/ DARREN W. MCDEW | | | | | | /s/ NANCY MCKINSTRY | | |
| Darren W. McDew | | | | | | Nancy McKinstry | | |
| 2025 | | | | | | $ | 439 | | | | | $ | 139 | | | | | $ | (88) | | | | | $ | 490 | |
February 20, 2026
| Robert J. Alpern, M.D. | | | | | | Claire Babineaux-Fontenot | | |
| /s/ SALLY E. BLOUNT | | | | | | /s/ PAOLA GONZALEZ | | |
| Sally E. Blount, Ph.D. | | | | | | Paola Gonzalez | | |
| /s/ MICHELLE A. KUMBIER | | | | | | /s/ DARREN W. MCDEW | | |
| Michelle A. Kumbier | | | | | | Darren W. McDew | | |
| /s/ MICHAEL F. ROMAN | | | | | | /s/ DANIEL J. STARKS | | |
| Michael F. Roman | | | | | | Daniel J. Starks | | |
| 2022 | | | | | | 519 | | | | | | 122 | | | | | | (141) | | | | | | 500 | | |
February 21, 2025