Abbott Laboratories 10-Q 2025-06-30
Filed 2025-07-30. 5 sections, 132K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2025
OR
| o | TRANSITION 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 Corporation | I.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 Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| Common Shares, Without Par Value | ABT | New York Stock Exchange NYSE Texas |
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 x | Accelerated Filer o | ||||
| Non-Accelerated Filer o | Smaller 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 June 30, 2025, Abbott Laboratories had 1,740,459,014 common shares without par value outstanding.
Abbott Laboratories
Table of Contents
Abbott Laboratories and Subsidiaries
Condensed Consolidated Statement of Earnings
(Unaudited)
(dollars in millions except per share data; shares in thousands)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30 | June 30 | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | 11,142 | $ | 10,377 | $ | 21,500 | $ | 20,341 | |||||||||||||||
| Cost of products sold, excluding amortization of intangible assets | 4,854 | 4,603 | 9,322 | 9,066 | |||||||||||||||||||
| Amortization of intangible assets | 420 | 471 | 840 | 943 | |||||||||||||||||||
| Research and development | 725 | 698 | 1,441 | 1,382 | |||||||||||||||||||
| Selling, general and administrative | 3,091 | 2,936 | 6,152 | 5,895 | |||||||||||||||||||
| Total operating cost and expenses | 9,090 | 8,708 | 17,755 | 17,286 | |||||||||||||||||||
| Operating earnings | 2,052 | 1,669 | 3,745 | 3,055 | |||||||||||||||||||
| Interest expense | 121 | 140 | 252 | 281 | |||||||||||||||||||
| Interest (income) | (71) | (82) | (153) | (162) | |||||||||||||||||||
| Net foreign exchange (gain) loss | (11) | (6) | (18) | (6) | |||||||||||||||||||
| Other (income) expense, net | (137) | 10 | (264) | (101) | |||||||||||||||||||
| Earnings before taxes | 2,150 | 1,607 | 3,928 | 3,043 | |||||||||||||||||||
| Taxes on earnings | 371 | 305 | 824 | 516 | |||||||||||||||||||
| Net Earnings | $ | 1,779 |
Showing the first 8K of 98K characters. Open the full section
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financial Review — Results of Operations
Abbott’s revenues are derived primarily from the sale of a broad line of healthcare products under short-term receivable arrangements. 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, competition, and rebates most impact the net selling prices of products; and foreign currency translation impacts the measurement of net sales and costs. Abbott’s primary products are medical devices, diagnostic testing products, nutritional products, and branded generic pharmaceuticals.
The following tables detail sales by reportable segment for the three and six months ended June 30. Percent changes are versus the prior year and are based on unrounded numbers.
| Net Sales to External Customers | ||||||||||||||||||||||||||||||||
| (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Total Change | Impact of Foreign Exchange | Total Change Excl. Foreign Exchange | |||||||||||||||||||||||||||
| Established Pharmaceutical Products | $ | 1,383 | $ | 1,294 | 6.9 | % | (0.8) | % | 7.7 | % | ||||||||||||||||||||||
| Nutritional Products | 2,212 | 2,150 | 2.9 | (0.5) | 3.4 | |||||||||||||||||||||||||||
| Diagnostic Products | 2,173 | 2,195 | (1.0) | 0.4 | (1.4) | |||||||||||||||||||||||||||
| Medical Devices | 5,369 | 4,734 | 13.4 | 1.2 | 12.2 | |||||||||||||||||||||||||||
| Total Reportable Segments | 11,137 | 10,373 | 7.4 | 0.5 | 6.9 | |||||||||||||||||||||||||||
| Other | 5 | 4 | n/m | n/m | n/m | |||||||||||||||||||||||||||
| Net Sales | $ | 11,142 | $ | 10,377 | 7.4 | 0.5 | 6.9 | |||||||||||||||||||||||||
| Total U.S. | $ | 4,276 | $ | 3,934 | 8.7 | — | 8.7 | |||||||||||||||||||||||||
| Total International | $ | 6,866 | $ | 6,443 | 6.6 | 0.8 | 5.8 |
| Net Sales to External Customers | ||||||||||||||||||||||||||||||||
| (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Total Change | Impact of Foreign Exchange | Total Change Excl. Foreign Exchange | |||||||||||||||||||||||||||
| Established Pharmaceutical Products | $ | 2,643 | $ | 2,520 | 4.9 | % | (2.9) | % | 7.8 | % | ||||||||||||||||||||||
| Nutritional Products | 4,358 | 4,218 | 3.3 | (1.5) | 4.8 | |||||||||||||||||||||||||||
| Diagnostic Products | 4,227 | 4,409 | (4.1) | (0.9) | (3.2) | |||||||||||||||||||||||||||
| Medical Devices | 10,264 | 9,187 | 11.7 | (0.7) | 12.4 | |||||||||||||||||||||||||||
| Total Reportable Segments | 21,492 | 20,334 | 5.7 | (1.1) | 6.8 | |||||||||||||||||||||||||||
| Other | 8 | 7 | n/m | n/m | n/m | |||||||||||||||||||||||||||
| Net Sales | $ | 21,500 | $ | 20,341 | 5.7 | (1.1) | 6.8 | |||||||||||||||||||||||||
| Total U.S. | $ | 8,444 | $ | 7,780 | 8.5 | — | 8.5 | |||||||||||||||||||||||||
| Total International | $ | 13,056 | $ | 12,561 | 3.9 | (1.9) | 5.8 |
| Notes: | In order to compute results excluding the impact of exchange rates, current year U.S. dollar sales are multiplied or divided, as appropriate, by the current year average foreign exchange rates and then those amounts are multiplied or divided, as appropriate, by the prior year average foreign exchange rates. | ||||
| n/m = Percent change is not meaningful |
The 6.9 percent increase in total net sales during the second quarter of 2025, excluding the impact of foreign exchange, primarily reflected higher product sales in the Medical Devices and Established Pharmaceutical Products segments. Diagnostic Products sales continued to be impacted by the decline in COVID-19 testing-related sales and the impact of volume-based procurement programs in China. COVID-19 testing-related sales were $55 million in the second quarter of 2025 compared to $102 million in the second quarter of 2024. Abbott’s net sales were favorably impacted by changes in foreign exchange rates in the second quarter as the relatively weaker U.S. dollar increased total international sales by 0.8 percent and total sales by 0.5 percent.
The 6.8 percent increase in total net sales during the first six months of 2025, excluding the impact of foreign exchange, reflected sales growth in the Medical Devices and Established Pharmaceutical Products segments, fueled by higher sales of existing products, as well as the introduction of new products. Diagnostic Products sales growth continued to be impacted by the decline in COVID-19 testing-related sales and the impact of volume-based procurement programs in China. COVID-19 testing-related sales totaled $139 million during the first six months of 2025 and $306 million during the first six months of 2024. Abbott’s net sales were unfavorably impacted by changes in foreign exchange rates in the first six months as the relatively stronger U.S. dollar at the beginning of the year decreased total international sales by 1.9 percent and total sales by 1.1 percent.
The table below provides detail by sales category for the six months ended June 30. Percent changes are versus the prior year and are based on unrounded numbers.
| (in millions) | June 30, 2025 | June 30, 2024 | Total Change | Impact of Foreign Exchange | Total Change Excl. Foreign Exchange | |||||||||||||||||||||||||||
| Established Pharmaceutical Products — | ||||||||||||||||||||||||||||||||
| Key Emerging Markets | $ | 2,024 | $ | 1,916 | 5.7 | % | (3.3) | % | 9.0 | % | ||||||||||||||||||||||
| Other Emerging Markets | 619 | 604 | 2.4 | (1.4) | 3.8 | |||||||||||||||||||||||||||
| Nutritional Products — | ||||||||||||||||||||||||||||||||
| International Pediatric Nutritionals | 920 | 990 | (7.0) | (2.4) | (4.6) | |||||||||||||||||||||||||||
| U.S. Pediatric Nutritionals | 1,175 | 1,078 | 9.0 | — | 9.0 | |||||||||||||||||||||||||||
| International Adult Nutritionals | 1,526 | 1,417 | 7.7 | (2.5) | 10.2 | |||||||||||||||||||||||||||
| U.S. Adult Nutritionals | 737 | 733 | 0.6 | — | 0.6 | |||||||||||||||||||||||||||
| Diagnostic Products — | ||||||||||||||||||||||||||||||||
| Core Laboratory | 2,535 | 2,534 | 0.1 | (1.2) | 1.3 | |||||||||||||||||||||||||||
| Molecular | 245 | 256 | (4.4) | (1.0) | (3.4) | |||||||||||||||||||||||||||
| Point of Care | 290 | 295 | (1.6) | (0.4) | (1.2) | |||||||||||||||||||||||||||
| Rapid Diagnostics | 1,157 | 1,324 | (12.6) | (0.6) | (12.0) | |||||||||||||||||||||||||||
| Medical Devices — | ||||||||||||||||||||||||||||||||
| Rhythm Management | 1,258 | 1,169 | 7.6 | (0.4) | 8.0 | |||||||||||||||||||||||||||
| Electrophysiology | 1,329 | 1,214 | 9.5 | (0.6) | 10.1 | |||||||||||||||||||||||||||
| Heart Failure | 707 | 626 | 13.1 | (0.2) | 13.3 | |||||||||||||||||||||||||||
| Vascular | 1,467 | 1,413 | 3.8 | (0.7) | 4.5 | |||||||||||||||||||||||||||
| Structural Heart | 1,213 | 1,079 | 12.5 | (0.7) | 13.2 | |||||||||||||||||||||||||||
| Neuromodulation | 482 | 469 | 2.9 | (0.4) | 3.3 | |||||||||||||||||||||||||||
| Diabetes Care | 3,808 | 3,217 | 18.4 | (0.7) | 19.1 |
In the first six months of 2025, total Established Pharmaceutical Products sales, excluding the impact of foreign exchange, increased 7.8 percent. Excluding the unfavorable effect of foreign exchange, sales in Key Emerging Markets for Established Pharmaceutical Products increased 9.0 percent in the first six months of 2025, led by higher revenue in several countries and across several therapeutic areas, including cardiometabolic, gastroenterology, and central nervous system/pain management. Other Emerging Markets, excluding the effect of foreign exchange, increased 3.8 percent in the first six months of 2025.
Excluding the impact of foreign exchange, total Nutritional Products sales in the first six months of 2025 increased 4.8 percent. In U.S. Pediatric Nutritionals, the 9.0 percent increase in sales in the first six months of 2025 reflects sales growth across the product portfolio. Excluding the effect of foreign exchange, the 4.6 percent decrease in International Pediatric Nutritionals sales in the first six months of 2025 primarily reflects a decrease in sales in the Asia Pacific region.
In the first six months of 2025, U.S. and International Adult Nutritionals sales, excluding the effect of foreign exchange, increased 0.6 percent and 10.2 percent, respectively, due to growth of Ensure® and Glucerna® product sales. U.S. Adult Nutritionals sales were partially offset by the discontinuation of the ZonePerfect® product line in March 2024.
In the first six months of 2025, Diagnostic Products sales decreased 3.2 percent, excluding the impact of foreign exchange, and increased 0.8 percent, excluding the impact of foreign exchange and COVID-19 testing-related sales. In the first six months of 2025 and 2024, Abbott’s COVID-19 testing-related sales totaled $139 million and $306 million, respectively.
In Core Laboratory, sales increased 1.3 percent in the first six months of 2025, excluding the effect of foreign exchange, due to continued deployment of Abbott's Alinity® testing platform, partially offset by the impact of volume-based procurement programs in China. In Rapid Diagnostics, sales decreased 12.0 percent in the first six months of 2025, excluding the effect of foreign exchange, primarily due to lower demand for COVID-19 tests.
Excluding the effect of foreign exchange, total Medical Devices sales increased 12.4 percent in the first six months of 2025, led by double-digit growth in Diabetes Care, Heart Failure, Structural Heart and Electrophysiology. Higher Diabetes Care sales were driven by continued growth in Abbott's continuous glucose monitoring (CGM) systems. CGM systems sales totaled $3.6 billion and $3.0 billion in the first six months of 2025 and 2024, respectively. Excluding the effect of foreign exchange, CGM systems sales increased 20.5 percent in the first six months of 2025.
In Structural Heart, the 13.2 percent increase in sales, excluding the effect of foreign exchange, primarily reflects growth in TriClip® and Navitor® products. In Heart Failure, the 13.3 percent increase in sales, excluding the effect of foreign exchange, primarily reflects growth in chronic and acute pump products and related accessories. In Electrophysiology, the 10.1 percent increase in sales, excluding the effect of foreign exchange, primarily reflects higher procedure volumes and increased demand for diagnostic and mapping catheters.
In Rhythm Management, the 8.0 percent sales increase in the first six months of 2025, excluding the impact of foreign exchange, was primarily due to growth in Aveir® leadless pacemakers, partially offset by a decrease in traditional pacemaker and implantable cardioverter defibrillator sales. In Vascular, the 4.5 percent increase in sales, excluding the impact of foreign exchange, was primarily due to growth in vessel closure products, vascular imaging products, and the Esprit™ (BTK) system, Abbott's below-the-knee resorbable stent.
In March 2025, Abbott obtained CE Mark for its Volt™ Pulsed Field Ablation (PFA) System to treat patients with atrial fibrillation. In May 2025, Abbott announced U.S. Food and Drug Administration (FDA) approval of the company's Tendyne™ transcatheter mitral valve replacement (TMVR) system to treat people with mitral valve disease.
The gross profit margin percentage was 52.7 percent for the second quarter of 2025, compared to 51.1 percent for the second quarter of 2024, and 52.7 percent for the first six months of 2025 compared to 50.8 percent for the first six months of 2024. The increase in the first six months of 2025 reflects the favorable impacts of gross margin improvement initiatives, partially offset by the unfavorable impact of foreign exchange.
Research and development (R&D) expenses increased $27 million to $725 million, or 3.9 percent, in the second quarter of 2025, and increased $59 million to $1.4 billion, or 4.3 percent, in the first six months of 2025 compared to the prior year. The increase in R&D expenses in the first six months of 2025 was primarily driven by higher spending on various projects.
Selling, general, and administrative (SG&A) expenses increased $155 million to $3.1 billion, or 5.3 percent, in the second quarter of 2025, and increased $257 million to $6.2 billion, or 4.4 percent, in the first six months of 2025 compared to the prior year due to higher selling and marketing spending to drive growth across various businesses. The increase in SG&A expenses in the first six months of 2025 was partially offset by the favorable impact of foreign exchange.
Restructuring Plans
In 2025, Abbott management approved plans to streamline operations in order to reduce costs and improve efficiencies in its diagnostic and medical devices businesses. In the six months ended June 30, 2025, Abbott recorded employee related severance and other charges of $104 million, of which $69 million was recorded in Cost of products sold, $20 million was recorded in Research and development, and $15 million was recorded in Selling, general, and administrative. Payments related to these actions totaled $21 million in the first six months of 2025 and the remaining liabilities totaled $83 million at June 30, 2025. In addition, Abbott recognized asset impairment charges of $12 million related to these restructuring plans.
Other (Income) Expense, net
Other (income) expense, net increased from $10 million of expense in the second quarter of 2024 to $137 million of income in the second quarter of 2025 and increased from $101 million of income in the first six months of 2024 to $264 million of income in the first six months of 2025. The increase in the second quarter and the first six months of 2025 is primarily due to the recognition of a $143 million loss on the sale of a non-core business related to the Established Pharmaceutical Products segment in the second quarter of 2024. The increase in the first six months of 2025 also reflects lower investment impairments and higher income associated with the non-service cost components of net pension and post-retirement medical benefit costs, partially offset by changes in the fair value of contingent consideration liabilities related to previous business combinations.
Interest Expense, net
Interest expense, net decreased by $8 million to $50 million in the second quarter of 2025 and decreased by $20 million to $99 million in the first six months of 2025. In the second quarter and the first six months of 2025, interest expense decreased primarily as a result of the repayment of long-term debt in November 2024 and March 2025.
Taxes on Earnings
Taxes on earnings reflect the estimated annual effective rates and include charges for interest and penalties. In the first six months of 2025 and 2024, taxes on earnings include $84 million and $29 million, respectively, in excess tax benefits associated with share-based compensation. In the first six months of 2025, taxes on earnings includes approximately $300 million of tax expense related to a deferred tax asset that was recognized as a significant non-cash tax benefit in a prior year. In the first six months of 2025 and 2024, taxes on earnings also included approximately $90 million of net tax benefit and $35 million of net tax expense, respectively, as the result of the resolution of various tax positions related to prior years.
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 filed a petition with the U.S. Tax Court contesting the SNOD in December 2023.
In June 2024, Abbott received a SNOD from the IRS for the 2017 and 2018 Federal tax years in the amount of $192 million. The matters proposed in the 2017/2018 SNOD are substantially similar to the income allocation adjustments included in the 2019 SNOD. Abbott filed a petition in September 2024 with the U.S. Tax Court contesting the 2017/2018 SNOD in a manner consistent with its petition for the 2019 SNOD.
In October 2024, Abbott received a SNOD from the IRS for the 2020 Federal tax year assessing an additional $443 million of income tax. The primary adjustments proposed in the SNOD are substantially similar to the income allocation adjustments included in the 2017/2018 and 2019 SNODs. Abbott believes that the income reallocation adjustments proposed in the SNOD are without merit. The SNOD also contains other proposed adjustments and omissions that Abbott believes are erroneous and unsupported. In addition to the tax assessment for the 2020 tax year, the 2020 SNOD also contested a deduction for which an estimated $440 million cash tax benefit would be available in a different taxable year as allowed under applicable U.S. tax law. Abbott filed a petition with the U.S. Tax Court contesting the SNOD in December 2024.
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. Pillar 2 proposes to assess a 15 percent minimum tax on the earnings of in-scope multinational corporations on a country-by-country basis. Numerous countries have enacted legislation to adopt the Pillar 2 model rules. The enactment of current Pillar 2 model rules did not and is not projected to have a material impact to Abbott's consolidated financial statements. Abbott continues to monitor the Pillar 1 and Pillar 2 developments.
Liquidity and Capital Resources
The decrease in cash and cash equivalents from $7.6 billion at December 31, 2024, to $7.0 billion at June 30, 2025, reflects the repayment of debt in March 2025 of $1.0 billion and the payment of dividends and capital expenditures in the first six months of 2025, partially offset by cash generated from operations. Working capital was $11.0 billion at June 30, 2025, and $9.5 billion at December 31, 2024. The increase in working capital in 2025 primarily reflects increases in inventory and trade receivables.
In the Condensed Consolidated Statement of Cash Flows, Net cash from operating activities for the first six months of 2025 totaled $3.5 billion, an increase of $479 million from the prior year, primarily due to higher segment operating earnings. In the first six months of 2025, Net cash from operating activities included $246 million of pension contributions and the payment of cash taxes of $945 million. Net cash from operating activities in the first six months of 2024 included $289 million of pension contributions and the payment of cash taxes of $747 million.
At June 30, 2025, Abbott’s long-term debt rating was AA- by S&P Global Ratings and Aa3 by Moody’s Investors Service. Abbott expects to maintain an investment grade rating.
On March 17, 2025, Abbott repaid the $1.0 billion outstanding principal amount of its 2.95% Notes upon maturity.
In October 2024, the board of directors authorized the repurchase of up to $7 billion of Abbott common shares, from time to time. The new authorization is in addition to the $293 million unused portion of the share repurchase program authorized in December 2021.
In each of the first two quarters of 2025, Abbott declared a quarterly dividend of $0.59 per share on its common shares, which represents an increase of 7.3 percent over the $0.55 per share dividend declared in each of the first two quarters of 2024.
Legislative Issues
Abbott’s primary markets are highly competitive and subject to substantial government regulations throughout the world. Abbott expects debate to continue over the availability, method of delivery, and payment for healthcare products and services. It is not possible to predict the extent to which Abbott or the healthcare industry in general might be adversely affected by these factors in the future. A more complete discussion of these factors is contained in Item 1, Business, and Item 1A, Risk Factors, in the 2024 Annual Report on Form 10-K.
Private Securities Litigation Reform Act of 1995 — A Caution Concerning Forward-Looking Statements
Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Abbott cautions that any forward-looking statements made by Abbott are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental, technological, and other factors that may affect Abbott's operations are discussed in Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, and are incorporated herein by reference. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.
PART I. FINANCIAL INFORMATION
Item 4. Controls and Procedures
(a)Evaluation of disclosure controls and procedures. The Chief Executive Officer, Robert B. Ford, and Chief Financial Officer, Philip P. Boudreau, evaluated the effectiveness of Abbott Laboratories’ disclosure controls and procedures as of the end of the period covered by this report, and concluded that Abbott Laboratories’ disclosure controls and procedures were effective to ensure that information Abbott is required to disclose in the reports that it files or submits with the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms, and to ensure that information required to be disclosed by Abbott in the reports that it files or submits under the Exchange Act is accumulated and communicated to Abbott’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b)Changes in internal control over financial reporting. During the quarter ended June 30, 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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Abbott is involved in various claims, legal proceedings and investigations as described in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”), including those described below (as of June 30, 2025, except where noted below). While it is not feasible to predict the outcome of such pending claims, proceedings, and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on Abbott's financial position, cash flows, or results of operations.
In the 2024 Form 10-K, Abbott reported that it is a defendant in numerous lawsuits alleging that preterm infants developed necrotizing enterocolitis as a result of being administered Abbott’s preterm infant formula products. Abbott further reported in the 2024 10-K that in April 2022, the U.S. Judicial Panel on Multidistrict Litigation ordered all federal court cases consolidated for pretrial purposes in the U.S. District Court for the Northern District of Illinois. 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 a motion for reconsideration.
In addition, Abbott reported in the 2024 Form 10-K that in December 2022, it received a subpoena from the Enforcement Division of the Commission requesting information relating to Abbott’s powder infant formula business and related public disclosures. In May 2025, the Enforcement Division of the Commission informed Abbott that it had concluded its investigation and was not instituting an enforcement action.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c)Issuer Purchases of Equity Securities
| Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||||||||
| April 1, 2025 - April 30, 2025 | — | (1) | $ | — | — | $ | 7,293,222,352 | (2) | |||||||||||||||||||||
| May 1, 2025 - May 31, 2025 | — | (1) | — | — | 7,293,222,352 | (2) | |||||||||||||||||||||||
| June 1, 2025 - June 30, 2025 | — | (1) | — | — | 7,293,222,352 | (2) | |||||||||||||||||||||||
| Total | — | (1) | $ | — | — | $ | 7,293,222,352 | (2) |
1.These shares do not include the shares surrendered to Abbott to satisfy tax withholding obligations in connection with the vesting of restricted stock or restricted stock units.
2.On December 10, 2021, the board of directors authorized the repurchase of up to $5 billion of Abbott common shares, from time to time (the "2021 Plan"). 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 6. Exhibits
| Exhibit No. | Exhibit | |||||||
| 31.1 | Certification of Chief Executive Officer Required by Rule 13a-14(a) (17 CFR 240.13a-14(a)). | |||||||
| 31.2 | Certification of Chief Financial Officer Required by Rule 13a-14(a) (17 CFR 240.13a-14(a)). | |||||||
| Exhibits 32.1 and 32.2 are furnished herewith and should not be deemed to be “filed” under the Securities Exchange Act of 1934. | ||||||||
| 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 2002. | |||||||
| 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 2002. | |||||||
| 101 | The following financial statements and notes from the Abbott Laboratories Quarterly Report on Form 10-Q for the quarter and six months ended June 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Statement of Earnings; (ii) Condensed Consolidated Statement of Comprehensive Income; (iii) Condensed Consolidated Balance Sheet; (iv) Condensed Consolidated Statement of Shareholders’ Investment; (v) Condensed Consolidated Statement of Cash Flows; and (vi) Notes to the Condensed Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ABBOTT LABORATORIES | ||||||||
| By: | /s/ PHILIP P. BOUDREAU | |||||||
| Philip P. Boudreau | ||||||||
| Executive Vice President, Finance and Chief Financial Officer | ||||||||
| Date: July 30, 2025 |