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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 1-2189

ABBOTT LABORATORIES

An Illinois CorporationI.R.S. Employer Identification No.
36-0698440

100 Abbott Park Road

Abbott Park, Illinois 60064-6400

Telephone: (224) 667-6100

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Shares, Without Par ValueABTNew York Stock Exchange Chicago Stock Exchange, Inc.

Indicate by check mark whether the registrant: (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of l934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer xAccelerated Filer o
Non-Accelerated Filer oSmaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of September 30, 2023, Abbott Laboratories had 1,736,058,536 common shares without par value outstanding.

Abbott Laboratories

Table of Contents

Part I - Financial Information
Page
Item 1. Financial Statements and Supplementary Data
Condensed Consolidated Statement of Earnings3
Condensed Consolidated Statement of Comprehensive Income4
Condensed Consolidated Balance Sheet5
Condensed Consolidated Statement of Shareholders’ Investment6
Condensed Consolidated Statement of Cash Flows8
Notes to the Condensed Consolidated Financial Statements9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 4. Controls and Procedures30
Part II - Other Information30
Item 1. Legal Proceedings30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds30
Item 6. Exhibits31
Signature32

Abbott Laboratories and Subsidiaries

Condensed Consolidated Statement of Earnings

(Unaudited)

(dollars in millions except per share data; shares in thousands)

Three Months EndedNine Months Ended
September 30September 30
2023202220232022
Net sales$10,143$10,410$29,868$33,562
Cost of products sold, excluding amortization of intangible assets4,6054,62913,41914,549
Amortization of intangible assets4964981,4851,517
Research and development6727822,0412,163
Selling, general and administrative2,7232,7318,2258,275
Total operating cost and expenses8,4968,64025,17026,504
Operating earnings1,6471,7704,6987,058
Interest expense166141478404
Interest (income)(97)(55)(296)(95)
Net foreign exchange (gain) loss(10)191716
Other (income) expense, net(83)(93)(370)(253)
Earnings before taxes1,6711,7584,8696,986
Taxes on earnings2353237401,086
Net Earnings$1,436$1,435$4,129$5,900
Basic Earnings Per Common Share$0.82$0.82$2.36$3.35
Diluted Earnings Per Common Share$0.82$0.81$2.35$3.32
Average Number of Common Shares Outstanding Used for Basic Earnings Per Common Share1,738,7001,752,9681,740,2551,756,209
Dilutive Common Stock Options9,58910,6859,81911,638
Average Number of Common Shares Outstanding Plus Dilutive Common Stock Options1,748,2891,763,6531,750,0741,767,847
Outstanding Common Stock Options Having No Dilutive Effect7,3345,4455,4742,655

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

Abbott Laboratories and Subsidiaries

Condensed Consolidated Statement of Comprehensive Income

(Unaudited)

(dollars in millions)

Three Months EndedNine Months Ended
September 30September 30
2023202220232022
Net Earnings$1,436$1,435$4,129$5,900
Foreign currency translation gain (loss) adjustments(480)(1,008)(393)(1,429)
Net actuarial gains (losses) and amortization of net actuarial losses and prior service costs and credits, net of taxes of $(1) and $(4) in 2023 and $11 and $36 in 2022(9)56(13)172
Net gains (losses) for derivative instruments designated as cash flow hedges and other, net of taxes of $30 and $(24) in 2023 and $50 and $96 in 202280213(23)186
Other comprehensive income (loss)(409)(739)(429)(1,071)
Comprehensive Income$1,027$696$3,700$4,829
September 30, 2023December 31, 2022
Supplemental Accumulated Other Comprehensive Income (Loss) Information, net of tax:
Cumulative foreign currency translation (loss) adjustments$(7,126)$(6,733)
Net actuarial (losses) and prior service (costs) and credits(1,506)(1,493)
Cumulative gains (losses) on derivative instruments designated as cash flow hedges and other152175
Accumulated other comprehensive income (loss)$(8,480)$(8,051)

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

Abbott Laboratories and Subsidiaries

Condensed Consolidated Balance Sheet

(Unaudited)

(dollars in millions)

September 30, 2023December 31, 2022
Assets
Current Assets:
Cash and cash equivalents$6,709$9,882
Short-term investments338288
Trade receivables, less allowances of $472 in 2023 and $500 in 20226,4996,218
Inventories:
Finished products3,8473,805
Work in process888680
Materials1,9151,688
Total inventories6,6506,173
Prepaid expenses and other receivables2,4682,663
Total Current Assets22,66425,224
Investments788766
Property and equipment, at cost21,11120,212
Less: accumulated depreciation and amortization11,55911,050
Net property and equipment9,5529,162
Intangible assets, net of amortization9,28210,454
Goodwill23,27722,799
Deferred income taxes and other assets6,5276,033
$72,090$74,438
Liabilities and Shareholders’ Investment
Current Liabilities:
Trade accounts payable$3,961$4,607
Salaries, wages and commissions1,4791,556
Other accrued liabilities5,3475,845
Dividends payable886887
Income taxes payable318343
Current portion of long-term debt1,0512,251
Total Current Liabilities13,04215,489
Long-term debt14,47714,522
Post-employment obligations, deferred income taxes and other long-term liabilities6,8777,522
Commitments and Contingencies
Shareholders’ Investment:
Preferred shares, one dollar par value Authorized — 1,000,000 shares, none issued——
Common shares, without par value Authorized — 2,400,000,000 shares Issued at stated capital amount — Shares: 2023: 1,987,305,154; 2022: 1,986,519,27824,72724,709
Common shares held in treasury, at cost — Shares: 2023: 251,246,618; 2022: 248,724,257(15,686)(15,229)
Earnings employed in the business36,92035,257
Accumulated other comprehensive income (loss)(8,480)(8,051)
Total Abbott Shareholders’ Investment37,48136,686
Noncontrolling Interests in Subsidiaries213219
Total Shareholders’ Investment37,69436,905
$72,090$74,438

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

Abbott Laboratories and Subsidiaries

Condensed Consolidated Statement of Shareholders’ Investment

(Unaudited)

(in millions except shares and per share data)

Three Months Ended September 30
20232022
Common Shares:
Balance at June 30
Shares: 2023: 1,987,181,491; 2022: 1,985,676,735$24,612$24,429
Issued under incentive stock programs
Shares: 2023: 123,663; 2022: 242,705612
Share-based compensation116123
Issuance of restricted stock awards(7)(4)
Balance at September 30
Shares: 2023: 1,987,305,154; 2022: 1,985,919,440$24,727$24,560
Common Shares Held in Treasury:
Balance at June 30
Shares: 2023: 251,823,511; 2022: 234,456,992$(15,722)$(13,720)
Issued under incentive stock programs
Shares: 2023: 579,159; 2022: 528,4363631
Purchased
Shares: 2023: 2,266; 2022: 8,417,107—(866)
Balance at September 30
Shares: 2023: 251,246,618; 2022: 242,345,663$(15,686)$(14,555)
Earnings Employed in the Business:
Balance at June 30$36,355$34,487
Net earnings1,4361,435
Cash dividends declared on common shares (per share — 2023: $0.51; 2022: $0.47)(889)(822)
Effect of common and treasury share transactions1815
Balance at September 30$36,920$35,115
Accumulated Other Comprehensive Income (Loss):
Balance at June 30$(8,071)$(8,706)
Other comprehensive income (loss)(409)(739)
Balance at September 30$(8,480)$(9,445)
Noncontrolling Interests in Subsidiaries:
Balance at June 30$230$226
Noncontrolling Interests’ share of income, business combinations, net of distributions and share repurchases(17)(17)
Balance at September 30$213$209

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

Abbott Laboratories and Subsidiaries

Condensed Consolidated Statement of Shareholders’ Investment

(Unaudited)

(in millions except shares and per share data)

Nine Months Ended September 30
20232022
Common Shares:
Balance at January 1
Shares: 2023: 1,986,519,278; 2022: 1,985,273,421$24,709$24,470
Issued under incentive stock programs
Shares: 2023: 785,876; 2022: 646,0193636
Share-based compensation531572
Issuance of restricted stock awards(549)(518)
Balance at September 30
Shares: 2023: 1,987,305,154; 2022: 1,985,919,440$24,727$24,560
Common Shares Held in Treasury:
Balance at January 1
Shares: 2023: 248,724,257; 2022: 221,191,228$(15,229)$(11,822)
Issued under incentive stock programs
Shares: 2023: 4,669,629; 2022: 4,808,575288261
Purchased
Shares: 2023: 7,191,990; 2022: 25,963,010(745)(2,994)
Balance at September 30
Shares: 2023: 251,246,618; 2022: 242,345,663$(15,686)$(14,555)
Earnings Employed in the Business:
Balance at January 1$35,257$31,528
Net earnings4,1295,900
Cash dividends declared on common shares (per share — 2023: $1.53; 2022: $1.41)(2,668)(2,475)
Effect of common and treasury share transactions202162
Balance at September 30$36,920$35,115
Accumulated Other Comprehensive Income (Loss):
Balance at January 1$(8,051)$(8,374)
Other comprehensive income (loss)(429)(1,071)
Balance at September 30$(8,480)$(9,445)
Noncontrolling Interests in Subsidiaries:
Balance at January 1$219$222
Noncontrolling Interests’ share of income, business combinations, net of distributions and share repurchases(6)(13)
Balance at September 30$213$209

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

Abbott Laboratories and Subsidiaries

Condensed Consolidated Statement of Cash Flows

(Unaudited)

(dollars in millions)

Nine Months Ended September 30
20232022
Cash Flow From (Used in) Operating Activities:
Net earnings$4,129$5,900
Adjustments to reconcile net earnings to net cash from operating activities —
Depreciation945943
Amortization of intangible assets1,4851,517
Share-based compensation530570
Trade receivables(424)(409)
Inventories(527)(1,224)
Other, net(1,915)(42)
Net Cash From Operating Activities4,2237,255
Cash Flow From (Used in) Investing Activities:
Acquisitions of property and equipment(1,447)(1,167)
Acquisitions of businesses and technologies, net of cash acquired(877)—
Proceeds from business dispositions4048
Sales (purchases) of other investment securities, net(45)(3)
Other2014
Net Cash From (Used in) Investing Activities(2,309)(1,108)
Cash Flow From (Used in) Financing Activities:
Net borrowings (repayments) of short-term debt and other(90)37
Proceeds from issuance of long-term debt17
Repayments of long-term debt(1,447)(753)
Purchases of common shares(968)(3,110)
Proceeds from stock options exercised133126
Dividends paid(2,668)(2,486)
Net Cash From (Used in) Financing Activities(5,039)(6,179)
Effect of exchange rate changes on cash and cash equivalents(48)(173)
Net Increase (Decrease) in Cash and Cash Equivalents(3,173)(205)
Cash and Cash Equivalents, Beginning of Year9,8829,799
Cash and Cash Equivalents, End of Period$6,709$9,594

The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 1 — Basis of Presentation

The accompanying unaudited, condensed consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnote disclosures normally included in audited financial statements. However, in the opinion of management, all adjustments (which include only normal adjustments) necessary to present fairly the results of operations, financial position and cash flows have been made. It is suggested that these statements be read in conjunction with the financial statements included in Abbott’s Annual Report on Form 10-K for the year ended December 31, 2022. The condensed consolidated financial statements include the accounts of the parent company and subsidiaries, after elimination of intercompany transactions.

Note 2 — New Accounting Standards

Recently Adopted Accounting Standards

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2022-04, Disclosure of Supplier Finance Program Obligations, which requires an entity to report information about its supplier finance program. Abbott adopted the standard on January 1, 2023. The new standard did not have an impact on Abbott's condensed consolidated financial statements.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 3 — Revenue

Abbott’s revenues are derived primarily from the sale of a broad line of health care products under short-term receivable arrangements. Abbott has four reportable segments: Established Pharmaceutical Products, Diagnostic Products, Nutritional Products, and Medical Devices.

The following tables provide detail by sales category:

Three Months Ended September 30, 2023Three Months Ended September 30, 2022
(in millions)U.S.Int’lTotalU.S.Int’lTotal
Established Pharmaceutical Products —
Key Emerging Markets$—$987$987$—$1,001$1,001
Other—381381—325325
Total—1,3681,368—1,3261,326
Nutritionals —
Pediatric Nutritionals5064951,001357470827
Adult Nutritionals3547181,072329639968
Total8601,2132,0736861,1091,795
Diagnostics —
Core Laboratory3179971,3142819381,219
Molecular389513365118183
Point of Care97431409235127
Rapid Diagnostics5613018621,2738392,112
Total1,0131,4362,4491,7111,9303,641
Medical Devices —
Rhythm Management271292563263270533
Electrophysiology246298544225244469
Heart Failure2176728420751258
Vascular251421672213393606
Structural Heart223264487207213420
Neuromodulation1883922715636192
Diabetes Care5449281,4724237441,167
Total1,9402,3094,2491,6941,9513,645
Other4—43—3
Total$3,817$6,326$10,143$4,094$6,316$10,410

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 3 — Revenue (Continued)

Nine Months Ended September 30, 2023Nine Months Ended September 30, 2022
(in millions)U.S.Int’lTotalU.S.Int’lTotal
Established Pharmaceutical Products —
Key Emerging Markets$—$2,889$2,889$—$2,853$2,853
Other—955955—843843
Total—3,8443,844—3,6963,696
Nutritionals —
Pediatric Nutritionals1,4721,4772,9491,1081,4912,599
Adult Nutritionals1,0812,0863,1671,0162,0273,043
Total2,5533,5636,1162,1243,5185,642
Diagnostics —
Core Laboratory9172,8723,7898362,7883,624
Molecular128293421308507815
Point of Care289127416284110394
Rapid Diagnostics1,9758532,8285,4362,9238,359
Total3,3094,1457,4546,8646,32813,192
Medical Devices —
Rhythm Management8008731,6737758301,605
Electrophysiology7298731,6026677731,440
Heart Failure661199860610167777
Vascular7331,2712,0046501,2281,878
Structural Heart6527941,4466046671,271
Neuromodulation528122650456112568
Diabetes Care1,5282,6814,2091,1652,3203,485
Total5,6316,81312,4444,9276,09711,024
Other10—108—8
Total$11,503$18,365$29,868$13,923$19,639$33,562

Note: The Acelis Connected Health business was internally transferred from Rapid Diagnostics to Heart Failure on January 1, 2023. As a result, $30 million of sales in the third quarter of 2022 and $87 million in the first nine months of 2022 were moved from Rapid Diagnostics to Heart Failure.

Remaining Performance Obligations

As of September 30, 2023, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) was approximately $4.2 billion in the Diagnostics segment and approximately $456 million in the Medical Devices segment. Abbott expects to recognize revenue on approximately 59 percent of these remaining performance obligations over the next 24 months, approximately 17 percent over the subsequent 12 months and the remainder thereafter.

These performance obligations primarily reflect the future sale of reagents/consumables in contracts with minimum purchase obligations, extended warranty or service obligations related to previously sold equipment, and remote monitoring services related to previously implanted devices. Abbott has applied the practical expedient described in FASB Accounting Standards Codification (ASC) 606-10-50-14 and has not included remaining performance obligations related to contracts with original expected durations of one year or less in the amounts above.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 3 — Revenue (Continued)

Other Contract Assets and Liabilities

Abbott discloses Trade receivables separately in the Condensed Consolidated Balance Sheet at the net amount expected to be collected. Contract assets primarily relate to Abbott’s conditional right to consideration for work completed but not billed at the reporting date. Contract assets at the beginning and the end of the period, as well as the changes in the balance, were not significant.

Contract liabilities primarily relate to payments received from customers in advance of performance under the contract. Abbott’s contract liabilities arise primarily in the Medical Devices segment when payment is received upfront for various multi-period extended service arrangements.

Changes in the contract liabilities during the period are as follows:

(in millions)
Contract Liabilities:
Balance at December 31, 2022$500
Unearned revenue from cash received during the period346
Revenue recognized related to contract liability balance(292)
Balance at September 30, 2023$554

Note 4 — Supplemental Financial Information

Shares of unvested restricted stock that contain non-forfeitable rights to dividends are treated as participating securities and are included in the computation of earnings per share under the two-class method. Under the two-class method, net earnings are allocated between common shares and participating securities. Net earnings allocated to common shares for the three months ended September 30, 2023 and 2022 were $1.431 billion and $1.429 billion, respectively, and for the nine months ended September 30, 2023 and 2022 were $4.113 billion and $5.876 billion, respectively.

Other, net in Net cash from operating activities in the Condensed Consolidated Statement of Cash Flows for the first nine months of 2023 includes $302 million of pension contributions and the payment of cash taxes of approximately $1.180 billion. The first nine months of 2022 includes $362 million of pension contributions and the payment of cash taxes of approximately $987 million.

The following summarizes the activity for the first nine months of 2023 related to the allowance for doubtful accounts as of September 30, 2023:

(in millions)
Allowance for Doubtful Accounts:
Balance at December 31, 2022$262
Provisions/charges to income22
Amounts charged off and other deductions(25)
Balance at September 30, 2023$259

The allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the accounts receivable. Abbott considers various factors in establishing, monitoring, and adjusting its allowance for doubtful accounts, including the aging of the accounts and aging trends, the historical level of charge-offs, and specific exposures related to particular customers. Abbott also monitors other risk factors and forward-looking information, such as country risk, when determining credit limits for customers and establishing adequate allowances.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 4 — Supplemental Financial Information (Continued)

The components of long-term investments as of September 30, 2023 and December 31, 2022 are as follows:

(in millions)September 30, 2023December 31, 2022
Long-term Investments:
Equity securities$566$558
Other222208
Total$788$766

The increase in Abbott’s long-term investments as of September 30, 2023 versus the balance as of December 31, 2022 is primarily due to investments acquired as part of a business acquisition and other additional investments, partially offset by the impact of equity method investment losses.

Abbott’s equity securities as of September 30, 2023 include $291 million of investments in mutual funds that are held in a rabbi trust and were acquired as part of the St. Jude Medical, Inc. business acquisition. These investments, which are specifically designated as available for the purpose of paying benefits under a deferred compensation plan, are not available for general corporate purposes and are subject to creditor claims in the event of insolvency.

Abbott also holds certain investments as of September 30, 2023 with a carrying value of $175 million that are accounted for under the equity method of accounting and other equity investments with a carrying value of approximately $87 million that do not have a readily determinable fair value.

Note 5 — Changes In Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss), net of income taxes, are as follows:

Three Months Ended September 30
Cumulative Foreign Currency Translation (Loss) AdjustmentsNet Actuarial (Losses) and Prior Service (Costs) and CreditsCumulative Gains (Losses) on Derivative Instruments Designated as Cash Flow Hedges and Other
(in millions)202320222023202220232022
Balance at June 30$(6,646)$(6,260)$(1,497)$(2,554)$72$108
Other comprehensive income (loss) before reclassifications(497)(1,008)(9)1596278
Amounts reclassified from accumulated other comprehensive income17——41(16)(65)
Net current period comprehensive income (loss)(480)(1,008)(9)5680213
Balance at September 30$(7,126)$(7,268)$(1,506)$(2,498)$152$321

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 5 — Changes In Accumulated Other Comprehensive Income (Loss) (Continued)

Nine Months Ended September 30
Cumulative Foreign Currency Translation (Loss) AdjustmentsNet Actuarial (Losses) and Prior Service (Costs) and CreditsCumulative Gains (Losses) on Derivative Instruments Designated as Cash Flow Hedges and Other
(in millions)202320222023202220232022
Balance at January 1$(6,733)$(5,839)$(1,493)$(2,670)$175$135
Other comprehensive income (loss) before reclassifications(410)(1,429)(6)45134289
Amounts reclassified from accumulated other comprehensive income17—(7)127(157)(103)
Net current period comprehensive income (loss)(393)(1,429)(13)172(23)186
Balance at September 30$(7,126)$(7,268)$(1,506)$(2,498)$152$321

Reclassified amounts for cash flow hedges are recorded as Cost of products sold. Net actuarial losses and prior service cost are included as a component of net periodic benefit costs; see Note 13 for additional details.

Note 6 — Business Acquisitions

On September 22, 2023, Abbott completed the acquisition of Bigfoot Biomedical, Inc. (Bigfoot), which will further Abbott's efforts to develop connected solutions for making diabetes management even more personal and precise. The purchase price, the allocation of acquired assets and liabilities, and the revenue and net income contributed by Bigfoot since the date of acquisition are not material to Abbott's condensed consolidated financial statements.

On April 27, 2023, Abbott completed the acquisition of Cardiovascular Systems, Inc. (CSI) for $20 per common share, which equated to a purchase price of $851 million. The transaction was funded with cash on hand and accounted for as a business combination. 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.

The preliminary allocation of the purchase price of the CSI acquisition resulted in the recording of two non-deductible developed technology intangible assets of $305 million; non-deductible in-process research and development of $15 million, which will be accounted for as an indefinite-lived intangible asset until regulatory approval or discontinuation; non-deductible goodwill of approximately $384 million; net deferred tax assets of approximately $31 million and other net assets of approximately $116 million. The goodwill is identifiable to the Medical Devices reportable segment and is attributable to expected synergies from combining operations, as well as intangible assets that do not qualify for separate recognition. Allocation of the purchase price of the acquisition will be finalized when the valuation of assets and liabilities is completed. Revenues and earnings of CSI included in Abbott's consolidated financial statements since the acquisition date are not material to Abbott's consolidated revenue and earnings. If the acquisition of CSI had taken place as of the beginning of 2022, consolidated net sales and earnings would not have been significantly different from reported amounts.

Note 7 — Goodwill and Intangible Assets

The total amount of goodwill reported was $23.3 billion at September 30, 2023 and $22.8 billion at December 31, 2022. Recent business acquisitions increased goodwill by approximately $590 million and foreign currency translation adjustments decreased goodwill by approximately $112 million in the first nine months of 2023. The amount of goodwill related to reportable segments at September 30, 2023 was $2.6 billion for the Established Pharmaceutical Products segment, $285 million for the Nutritional Products segment, $3.5 billion for the Diagnostic Products segment, and $16.8 billion for the Medical Devices segment. There were no reductions of goodwill relating to impairments in the first nine months of 2023.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 7 — Goodwill and Intangible Assets (continued)

The gross amount of amortizable intangible assets, primarily product rights and technology, was $27.5 billion and $27.2 billion as of September 30, 2023 and December 31, 2022, respectively. The gross amount of amortizable intangible assets increased by $305 million due to a recent business acquisition. Accumulated amortization was $19.0 billion and $17.6 billion as of September 30, 2023 and December 31, 2022, respectively. Foreign currency translation adjustments decreased intangible assets by $14 million in the first nine months of 2023. Abbott’s estimated annual amortization expense for intangible assets is approximately $2.0 billion in 2023, $1.9 billion in 2024, $1.7 billion in 2025, $1.6 billion in 2026 and $1.3 billion in 2027.

Indefinite-lived intangible assets, which relate to in-process research and development (IPR&D) acquired in a business combination, were approximately $832 million as of September 30, 2023 and $807 million as of December 31, 2022. Recent business acquisitions increased IPR&D by $80 million. This increase was partially offset by $55 million of charges recorded on the Research and development line of the Condensed Consolidated Statement of Earnings for the impairment of certain indefinite-lived intangible assets related to the Medical Devices reportable segment.

Note 8 — Restructuring Plans

In 2022 and 2023, Abbott management approved various plans to streamline operations in order to reduce costs and improve efficiencies in its medical devices, nutritional, diagnostic, and established pharmaceutical businesses. In the nine months ended September 30, 2023, Abbott recorded employee related severance and other charges of approximately $102 million, of which approximately $31 million was recorded in Cost of products sold, approximately $16 million was recorded in Research and development, and approximately $55 million was recorded in Selling, general and administrative expenses. In addition, Abbott recognized fixed asset impairment charges of approximately $29 million related to these restructuring plans.

The following summarizes the activity related to these restructuring actions and the status of the related accruals as of September 30, 2023:

(in millions)Total
Accrued balance at December 31, 2022$228
Restructuring charges in 2023102
Payments and other adjustments(181)
Accrued balance at September 30, 2023$149

Note 9 — Incentive Stock Programs

In the first nine months of 2023, Abbott granted 1,986,671 stock options, 463,856 restricted stock awards and 4,927,476 restricted stock units under its incentive stock program. At September 30, 2023, approximately 74 million shares were reserved for future grants. Information regarding the number of options outstanding and exercisable at September 30, 2023 is as follows:

OutstandingExercisable
Number of shares29,342,04124,718,236
Weighted average remaining life (years)5.04.3
Weighted average exercise price$73.77$66.27
Aggregate intrinsic value (in millions)$825$825

The total unrecognized share-based compensation cost at September 30, 2023 amounted to approximately $560 million which is expected to be recognized over the next three years.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 10 — Debt and Lines of Credit

On September 27, 2023, Abbott repaid the €1.14 billion outstanding principal amount of its 0.875% Notes upon maturity. The repayment equated to approximately $1.2 billion. In September 2023, Abbott repaid approximately $197 million of debt assumed as part of a recent business acquisition. On March 15, 2022, Abbott repaid the $750 million outstanding principal amount of its 2.55% Notes upon maturity.

Note 11 — Financial Instruments, Derivatives and Fair Value Measures

Certain Abbott foreign subsidiaries enter into foreign currency forward exchange contracts to manage exposures to changes in foreign exchange rates, primarily for anticipated intercompany purchases by those subsidiaries whose functional currencies are not the U.S. dollar. These contracts, with gross notional amounts totaling $7.3 billion at September 30, 2023 and $7.7 billion at December 31, 2022, are designated as cash flow hedges of the variability of the cash flows due to changes in foreign exchange rates and are recorded at fair value. Accumulated gains and losses as of September 30, 2023 will be included in Cost of products sold at the time the products are sold, generally through the next twelve to eighteen months.

Abbott enters into foreign currency forward exchange contracts to manage currency exposures for foreign currency denominated third-party trade payables and receivables, and for intercompany loans and trade accounts payable where the receivable or payable is denominated in a currency other than the functional currency of the entity. For intercompany loans, the contracts require Abbott to sell or buy foreign currencies, primarily European currencies, in exchange for primarily U.S. dollars and other European currencies. For intercompany and trade payables and receivables, the currency exposures are primarily the U.S. dollar and European currencies. At September 30, 2023 and December 31, 2022, Abbott held the gross notional amounts of $14.2 billion and $12.0 billion, respectively, of such foreign currency forward exchange contracts.

Abbott has designated a yen-denominated, 5-year term loan of approximately $401 million and $446 million as of September 30, 2023 and December 31, 2022, respectively, as a hedge of the net investment in certain foreign subsidiaries. The change in the value of the debt, which is due to changes in foreign exchange rates, is recorded in Accumulated other comprehensive income (loss), net of tax.

Abbott is a party to interest rate hedge contracts with a notional amount totaling approximately $2.9 billion at September 30, 2023 and December 31, 2022 to manage its exposure to changes in the fair value of fixed-rate debt. These contracts are designated as fair value hedges of the variability of the fair value of fixed-rate debt due to changes in the long-term benchmark interest rates. The effect of the hedge is to change a fixed-rate interest obligation to a variable rate for that portion of the debt. Abbott records the contracts at fair value and adjusts the carrying amount of the fixed-rate debt by an offsetting amount.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 11 — Financial Instruments, Derivatives and Fair Value Measures (Continued)

The following table summarizes the amounts and location of certain derivative and non-derivative financial instruments as of September 30, 2023 and December 31, 2022:

Fair Value - AssetsFair Value - Liabilities
(in millions)September 30, 2023December 31, 2022Balance Sheet CaptionSeptember 30, 2023December 31, 2022Balance Sheet Caption
Interest rate swaps designated as fair value hedges:
Non-current$—$—Deferred income taxes and other assets$158$136Post-employment obligations, deferred income taxes and other long-term liabilities
Current——Prepaid expenses and other receivables1320Other accrued liabilities
Foreign currency forward exchange contracts:
Hedging instruments254304Prepaid expenses and other receivables6396Other accrued liabilities
Others not designated as hedges113108Prepaid expenses and other receivables115130Other accrued liabilities
Debt designated as a hedge of net investment in a foreign subsidiary——n/a401446Long-term debt
$367$412$750$828

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 11 — Financial Instruments, Derivatives and Fair Value Measures (Continued)

The following table summarizes the activity for foreign currency forward exchange contracts designated as cash flow hedges and certain other derivative financial instruments, as well as the amounts and location of income (expense) and gain (loss) reclassified into income for the three and nine months ended September 30, 2023 and 2022.

Gain (loss) Recognized in Other Comprehensive Income (loss)Income (expense) and Gain (loss) Reclassified into Income
Three Months Ended September 30Nine Months Ended September 30Three Months Ended September 30Nine Months Ended September 30
(in millions)20232022202320222023202220232022Income Statement Caption
Foreign currency forward exchange contracts designated as cash flow hedges$125$350$152$442$22$79$211$149Cost of products sold
Debt designated as a hedge of net investment in a foreign subsidiary122445108n/an/an/an/an/a
Interest rate swaps designated as fair value hedgesn/an/an/an/a(18)(85)(15)(253)Interest expense

A gain of $60 million and a loss of $27 million were recognized in the three months ended September 30, 2023 and 2022, respectively, related to foreign currency forward exchange contracts not designated as a hedge. A loss of $4 million and a gain of $225 million were recognized in the first nine months ended September 30, 2023 and 2022, respectively, related to foreign currency forward exchange contracts not designated as a hedge. These amounts are reported in the Condensed Consolidated Statement of Earnings on the Net foreign exchange (gain) loss line.

The carrying values and fair values of certain financial instruments as of September 30, 2023 and December 31, 2022 are shown in the following table. The carrying values of all other financial instruments approximate their estimated fair values. The counterparties to financial instruments consist of select major international financial institutions. Abbott does not expect any losses from non-performance by these counterparties.

September 30, 2023December 31, 2022
(in millions)Carrying ValueFair ValueCarrying ValueFair Value
Long-term Investment Securities:
Equity securities$566$566$558$558
Other222222208208
Total Long-term Debt(15,528)(14,681)(16,773)(16,313)
Foreign Currency Forward Exchange Contracts:
Receivable position367367412412
(Payable) position(178)(178)(226)(226)
Interest Rate Hedge Contracts:
Receivable position————
(Payable) position(171)(171)(156)(156)

The fair value of the debt was determined based on significant other observable inputs, including current interest rates.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 11 — Financial Instruments, Derivatives and Fair Value Measures (Continued)

The following table summarizes the bases used to measure certain assets and liabilities at fair value on a recurring basis in the balance sheet:

Basis of Fair Value Measurement
(in millions)Outstanding BalancesQuoted Prices in Active MarketsSignificant Other Observable InputsSignificant Unobservable Inputs
September 30, 2023:
Equity securities$304$304$—$—
Foreign currency forward exchange contracts367—367—
Total Assets$671$304$367$—
Fair value of hedged long-term debt$2,702$—$2,702$—
Interest rate swap derivative financial instruments171—171—
Foreign currency forward exchange contracts178—178—
Contingent consideration related to business combinations109——109
Total Liabilities$3,160$—$3,051$109
December 31, 2022:
Equity securities$307$307$—$—
Foreign currency forward exchange contracts412—412—
Total Assets$719$307$412$—
Fair value of hedged long-term debt$2,691$—$2,691$—
Interest rate swap derivative financial instruments156156
Foreign currency forward exchange contracts226—226—
Contingent consideration related to business combinations130——130
Total Liabilities$3,203$—$3,073$130

The fair value of foreign currency forward exchange contracts is determined using a market approach, which utilizes values for comparable derivative instruments. The fair value of debt was determined based on the face value of the debt adjusted for the fair value of the interest rate swaps, which is based on a discounted cash flow analysis using significant other observable inputs. The fair value of the contingent consideration was determined based on independent appraisals at the time of acquisition, adjusted for the time value of money and other changes in fair value. The decrease in the amount of contingent consideration from December 31, 2022 reflects the impact of projected timeline changes for events that will trigger payment of contingent consideration, partially offset by additional contingent consideration due to a recent business acquisition.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 12 — Litigation and Environmental Matters

Abbott has been identified as a potentially responsible party for investigation and cleanup costs at a number of locations in the United States and Puerto Rico under federal and state remediation laws and is investigating potential contamination at a number of company-owned locations. Abbott has recorded an estimated cleanup cost for each site for which management believes Abbott has a probable loss exposure. No individual site cleanup exposure is expected to exceed $4 million, and the aggregate cleanup exposure is not expected to exceed $10 million.

Abbott is involved in various claims and legal proceedings, and Abbott estimates the range of possible loss for its legal proceedings and environmental exposures to be from approximately $25 million to $35 million. The recorded accrual balance at September 30, 2023 for these proceedings and exposures was approximately $30 million. This accrual represents management’s best estimate of probable loss, as defined by FASB ASC No. 450, “Contingencies.” Within the next year, legal proceedings may occur that may result in a change in the estimated loss accrued by Abbott. While it is not feasible to predict the outcome of all such proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on Abbott’s financial position, cash flows, or results of operations.

Note 13 — Post-Employment Benefits

Retirement plans consist of defined benefit, defined contribution, and medical and dental plans. Net periodic benefit costs, other than service costs, are recognized in the Other (income) expense, net line of the Condensed Consolidated Statement of Earnings. Net cost recognized for the three and nine months ended September 30 for Abbott’s major defined benefit plans and post-employment medical and dental benefit plans is as follows:

Defined Benefit PlansMedical and Dental Plans
Three Months Ended September 30Nine Months Ended September 30Three Months Ended September 30Nine Months Ended September 30
(in millions)20232022202320222023202220232022
Service cost - benefits earned during the period$56$92$174$282$10$13$29$38
Interest cost on projected benefit obligations114743422251594527
Expected return on plan assets(244)(231)(729)(701)(6)(8)(18)(23)
Curtailment gain——(14)—————
Net amortization of:
Actuarial loss, net2588174(1)2(2)8
Prior service cost (credit)1—11(3)(6)(10)(18)
Net cost (credit)$(71)$(7)$(218)$(19)$15$10$44$32

Abbott funds its domestic defined benefit plans according to Internal Revenue Service funding limitations. International pension plans are funded according to similar regulations. In the first nine months of 2023 and 2022, $302 million and $362 million, respectively, were contributed to defined benefit plans. In the first nine months of 2023 and 2022, $28 million was contributed, in each year, to the post-employment medical and dental plans.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 14 — Taxes on Earnings

Taxes on earnings reflect the estimated annual effective rates and include charges for interest and penalties. In the first nine months of 2023 and 2022, taxes on earnings include approximately $11 million and $36 million, respectively, in excess tax benefits associated with share-based compensation. In the first nine months of 2023 and 2022, taxes on earnings also include approximately $59 million and $20 million, respectively, of tax expense as the result of the resolution of various tax positions related to prior years.

Tax authorities in various jurisdictions regularly review Abbott’s income tax filings. Abbott believes that it is reasonably possible that the recorded amount of gross unrecognized tax benefits may decrease approximately $55 million, including cash adjustments, within the next twelve months as a result of concluding various domestic and international tax matters.

In September 2023, Abbott received a Statutory Notice of Deficiency (SNOD) from the U.S. Internal Revenue Service (IRS) for the 2019 Federal tax year in the amount of $417 million. The primary adjustments proposed in the SNOD relate to the reallocation of income between Abbott’s U.S. entities and its foreign affiliates. Abbott believes that the income reallocation adjustments proposed in the SNOD are without merit, in part because certain adjustments contradict methods that were agreed to with the IRS in prior audit periods. The SNOD also contains other proposed adjustments that Abbott believes are erroneous and unsupported. Abbott expects to file a petition with the U.S. Tax Court contesting the 2019 SNOD in December of 2023.

Abbott’s 2017 and 2018 Federal tax years are also currently under examination by the IRS with respect to income reallocation issues similar to those included in the 2019 Federal tax year. Abbott intends to vigorously defend its filing positions through ongoing discussions with the IRS, the IRS independent appeals process and/or through litigation as necessary.

Abbott reserves for uncertain tax positions related to unresolved matters with the IRS and other taxing authorities. Abbott continues to believe that its reserves for uncertain tax positions are appropriate.

The Organization for Economic Cooperation & Development (OECD) has proposed a two-pillared plan for a revised international tax system. Pillar 1 proposes to reallocate taxing rights among the jurisdictions in which in-scope multinational corporations operate. Abbott is continuing to analyze the Pillar 1 proposal. Pillar 2 proposes to assess a 15% minimum tax on the earnings of in-scope multinational corporations on a country-by-country basis. Numerous countries have indicated their intent to adopt the proposal and are drafting legislation to implement the Pillar 2 model rules with a subset of the rules becoming effective January 1, 2024, and the remaining rules becoming effective January 1, 2025, or in later periods. Abbott is also continuing to analyze the Pillar 2 model rules. Implementation of the OECD proposal may have a material impact on Abbott’s Condensed Consolidated Financial Statements in the future.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 15 — Segment Information

Abbott’s principal business is the discovery, development, manufacture and sale of a broad line of health care products. Abbott’s products are generally sold directly to retailers, wholesalers, hospitals, health care facilities, laboratories, physicians’ offices and government agencies throughout the world.

Abbott’s reportable segments are as follows:

Established Pharmaceutical Products — International sales of a broad line of branded generic pharmaceutical products.

Nutritional Products — Worldwide sales of a broad line of adult and pediatric nutritional products.

Diagnostic Products — Worldwide sales of diagnostic systems and tests for blood banks, hospitals, commercial laboratories and alternate-care testing sites. For segment reporting purposes, the Core Laboratory Diagnostics, Rapid Diagnostics, Molecular Diagnostics and Point of Care Diagnostics divisions are aggregated and reported as the Diagnostic Products segment.

Medical Devices — Worldwide sales of rhythm management, electrophysiology, heart failure, vascular, structural heart, neuromodulation and diabetes care products. For segment reporting purposes, the Cardiac Rhythm Management, Electrophysiology, Heart Failure, Vascular, Structural Heart, Neuromodulation and Diabetes Care divisions are aggregated and reported as the Medical Devices segment.

Abbott’s underlying accounting records are maintained on a legal entity basis for government and public reporting requirements. Segment disclosures are on a performance basis consistent with internal management reporting. Intersegment transfers of inventory are recorded at standard cost and are not a measure of segment operating earnings. The cost of some corporate functions and the cost of certain employee benefits are charged to segments at predetermined rates that approximate cost. Remaining costs, if any, are not allocated to segments. In addition, intangible asset amortization is not allocated to operating segments, and intangible assets and goodwill are not included in the measure of each segment’s assets.

Abbott Laboratories and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(Unaudited)

Note 15 — Segment Information (Continued)

The following segment information has been prepared in accordance with the internal accounting policies of Abbott, as described above, and is not presented in accordance with generally accepted accounting principles applied to the consolidated financial statements.

Net Sales to External CustomersOperating Earnings
Three Months Ended September 30Nine Months Ended September 30Three Months Ended September 30Nine Months Ended September 30
(in millions)20232022202320222023202220232022
Established Pharmaceutical Products$1,368$1,326$3,844$3,696$345$331$952$831
Nutritional Products2,0731,7956,1165,64228469972550
Diagnostic Products2,4493,6417,45413,1926321,3461,7205,615
Medical Devices4,2493,64512,44411,0241,3421,0453,8053,288
Total Reportable Segments10,13910,40729,85833,5542,6032,7917,44910,284
Other43108
Net sales$10,143$10,410$29,868$33,562
Corporate functions and benefit plan costs(50)(115)(198)(352)
Net interest expense(69)(86)(182)(309)
Share-based compensation (a)(117)(123)(530)(570)
Amortization of intangible assets(496)(498)(1,485)(1,517)
Other, net (b)(200)(211)(185)(550)
Earnings before taxes$1,671$1,758$4,869$6,986

Notes:Three and nine months ended September 30, 2022 Sales and Operating Earnings for the Diagnostic Products and Medical Devices reportable segments have been updated to reflect the internal transfer of the Acelis Connected Health business from Diagnostic Products to Medical Devices on January 1, 2023.
(a)Approximately 45 percent of the annual net cost of share-based awards will typically be recognized in the first quarter due to the timing of the granting of share-based awards.
(b)Other, net for the three months and nine months ended September 30, 2023 includes costs associated with the acquisition of CSI and charges related to restructuring actions and intangible asset and investment impairments. Other, net for the nine months ended September 30, 2023 also includes income arising from fair value changes in contingent consideration related to previous business combinations. Other, net for the three and nine months ended September 30, 2022 includes $10 million and $172 million, respectively, of charges related to a voluntary recall within the Nutritional Products segment, $111 million of charges related to the impairment of IPR&D intangible assets as well as integration costs related to the acquisition of Alere Inc. and restructuring charges.

Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations