UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549



FORM 10-K

FORM 10-K

(MARK ONE)

ý

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

OR

o

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



For the fiscal year ended December 31, 20172020

Commission file number 1-2189

Abbott Laboratories

An Illinois Corporation

36-0698440

100 Abbott Park Road

Abbott Park, Illinois60064-6400

(I.R.S. employer identification number)

(224) (224667-6100

(telephone number)

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

Chicago Stock Exchange,

Inc.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

No 

Yesý            Noo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes 

No

Yeso            Noý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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

No 

Yesý            Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes

No 

Yesý            Noo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.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“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company," and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filerý

Accelerated Filer o

Non-Accelerated Filer o
(Do not check if a
smaller reporting company)

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes

No 

Yeso            Noý

The aggregate market value of the 1,692,434,0681,727,625,764 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'Laboratories’ most recently completed second fiscal quarter (June 30, 2017)2020), was $82,269,220,045.$157,956,823,602. Abbott has no non-voting common equity. Number of common shares outstanding as of January 31, 2018: 1,746,333,8922021: 1,771,529,358

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 20182021 Abbott Laboratories Proxy Statement are incorporated by reference into Part III. The Definitive Proxy Statement will be filed on or about March 16, 2018.12, 2021.



PART I

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

Abbott Laboratories is an Illinois corporation, incorporated in 1900. Abbott's*Abbott’s* principal business is the discovery, development, manufacture, and sale of a broad and diversified line of health care products.


FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS, GEOGRAPHIC AREAS, AND CLASSES OF SIMILAR PRODUCTS

        Incorporated herein by reference is Note 15 entitled "Segment and Geographic Area Information" of the Notes to Consolidated Financial Statements included under Item 8, "Financial Statements and Supplementary Data."


NARRATIVE DESCRIPTION OF BUSINESS

Abbott has four reportable segments: Established Pharmaceutical Products, Diagnostic Products, Nutritional Products, and Cardiovascular and Neuromodulation Products.Medical Devices.

        On October 3, 2017, Abbott completed the acquisition of Alere, Inc., a diagnostic device and service provider, for an aggregate consideration of approximately $4.5 billion in cash.

        On February 27, 2017, Abbott completed the sale of Abbott Medical Optics, its vision care business, to Johnson & Johnson for $4.325 billion in cash.

        On January 4, 2017, Abbott completed the acquisition of St. Jude Medical, Inc., a global medical device manufacturer. Based on the closing Abbott share price on January 4, 2017, the aggregate implied value of the consideration paid in connection with the acquisition was approximately $23.6 billion, including approximately $13.6 billion in cash and approximately $10 billion in Abbott common shares.

        On February 27, 2015, Abbott completed the sale of its developed markets branded generics pharmaceuticals business, which was previously included in the Established Pharmaceutical Products segment, to Mylan Inc. for 110 million shares of Mylan N.V., a newly formed entity that combined Mylan's existing business with Abbott's developed markets branded generics pharmaceuticals business. Abbott retained the branded generics pharmaceuticals business and products of its Established Pharmaceutical Products segment in emerging markets. Abbott has since sold all of its 110 million Mylan N.V. ordinary shares.

Established Pharmaceutical Products

These products include a broad line of branded generic pharmaceuticals manufactured worldwide and marketed and sold outside the United States in emerging markets. These products are generally sold directly to wholesalers, distributors, government agencies, health care facilities, pharmacies, and independent retailers from Abbott-owned distribution centers and public warehouses, depending on the market served. Certain products are co-marketed or co-promoted with, or licensed from, other companies.


*
As used throughout the text of this report on Form 10-K, the term "Abbott" refers to Abbott Laboratories, an Illinois corporation, or Abbott Laboratories and its consolidated subsidiaries, as the context requires.

The principal products included in the broad therapeutic area portfolios of the Established Pharmaceutical Products segment are:

gastroenterology products, including Creon™, for the treatment of pancreatic exocrine insufficiency associated with several underlying conditions, including cystic fibrosis and chronic pancreatitis; Duspatal™ and Dicetel™, for the treatment of irritable bowel syndrome or biliary spasm; Heptral™, Transmetil™, and Samyr™, for the treatment of intrahepatic cholestasis (associated with liver disease) or depressive symptoms; and Duphalac™, for regulation of the physiological rhythm of the colon;
women’s health products, including Duphaston™, for the treatment of 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 dyslipidemia; Teveten™ and Teveten™ Plus, for the treatment of essential hypertension, and Physiotens™, for the treatment of hypertension; and Synthroid™, for the treatment of hypothyroidism;
pain and central nervous system products, including Serc™, for the treatment of Ménière’s disease and vestibular vertigo; Brufen™, for the treatment of pain, fever, and inflammation; and Sevedol™, for the treatment of severe migraines; and
respiratory drugs and vaccines, including the anti-infective clarithromycin (sold under the trademarks Biaxin™, Klacid™, and Klaricid™); and Influvac™, an influenza vaccine.

The Established Pharmaceutical Products segment directs its primary marketing efforts toward building a strong brandbrands with key stakeholders, including consumers, pharmacists, physicians, and other healthcare providers. Government agencies are also important customers.

Competition in the Established Pharmaceutical Products segment is generally from other health care and pharmaceutical companies. In addition, the substitution of generic drugs for the brand prescribed and introduction of additional forms of already marketed established products by generic or branded competitors have increasedmay increase competitive pressures.

*     As used throughout the text of this report on Form 10-K, the term “Abbott” refers to Abbott Laboratories, an Illinois corporation, or Abbott Laboratories and its consolidated subsidiaries, as the context requires.

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Diagnostic Products

These products include a broad line of diagnostic systems and tests manufactured, marketed, and sold worldwide. These products are generally marketed and sold directly to blood banks, hospitals, commercial laboratories, clinics, physicians'physicians’ offices, retailers, government agencies, alternate care testing sites, and plasma protein therapeutic companies from Abbott owned distribution centers, public warehouses or third party distributors.

The principal products included in the Diagnostic Products segment are:

core laboratory systems in the areas of immunoassay, clinical chemistry, hematology, and transfusion medicine, including the Alinity® family of instruments, ARCHITECT®, ABBOTT PRISM®, and Cell-Dyn®, with assays used for screening and/or diagnosis for cancer, cardiac, metabolics, drugs of abuse, fertility, general chemistries, infectious diseases such as hepatitis and HIV, therapeutic drug monitoring, and a suite of SARS-CoV-2 serology assays;
molecular diagnostics polymerase chain reaction (PCR) instrument systems, including Alinity® m and m2000™ that automate the extraction, purification, and preparation of DNA and RNA from patient samples, and detect and measure infectious agents including HIV, hepatitis, HPV, sexually transmitted infections, and SARS-CoV-2; and products for oncology with the Vysis® FISH product line of genomic-based tests;
point of care systems, including the i-STAT® and next-generation i-STAT® Alinity® and cartridges for testing blood gas, chemistry, electrolytes, coagulation and immunoassay;
rapid diagnostics lateral flow testing products in the area of infectious diseases, including respiratory viruses such as SARS-CoV-2 and influenza, HIV, hepatitis, and tropical diseases such as malaria and dengue fever; molecular point-of-care testing for HIV, including the m-PIMA® HIV-1/2 Viral Load Test, and for SARS-CoV-2 and influenza A & B, RSV and strep A, including the ID NOW® rapid molecular system; cardiometabolic testing, including Afinion® and Cholestech™ platforms and tests; a toxicology business for drug and alcohol testing; and remote patient monitoring and consumer self-testing; and
informatics and automation solutions for use in laboratories, including laboratory automation systems, the RALS® point of care solution, and AlinIQ®, a suite of informatics tools and professional services.

The Diagnostic Products segment'ssegment’s products are subject to competition in technological innovation, price, convenience of use, service, instrument warranty provisions, product performance, laboratory efficiency, long-term supply contracts, and product potential for overall cost-effectiveness and productivity gains. Some products in this segment can be subject to rapid product obsolescence or regulatory changes. Although Abbott has benefited from technological advantages of certain of its current products, these advantages may be reduced or eliminated as competitors introduce new products.

Nutritional Products

These products include a broad line of pediatric and adult nutritional products manufactured, marketed, and sold worldwide. These products are generally marketed and sold directly to consumers and to institutions, wholesalers, retailers, health care facilities, government agencies, and third-party distributors from Abbott-owned distribution centers or third-party distributors.

The principal products included in the Nutritional Products segment are:

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nutritional products used in enteral feeding in health care institutions, including Jevity®, Glucerna® 1.2 Cal, Glucerna® 1.5 Cal, Osmolite®, Oxepa®, Freego™ (Enteral Pump) and Freego™ sets, Nepro®, and Vital®.

* These products including Ensure®, Ensure Plus®, Ensure® Enlive®, Ensure® (with NutriVigor®), Ensure Complete®, Ensure® High Protein, Glucerna®, Glucerna Hunger Smart®, ProSure®, PediaSure®, PediaSure SideKicks®, PediaSure® Peptide, EleCare®, Juven®, Abound®, and Pedialyte®;

nutritional products usedare available with 2'‐FL HMO (Human Milk Oligosaccharide) in enteral feeding in health care institutions, including Jevity®, Glucerna® 1.2 Cal, Glucerna® 1.5 Cal, Osmolite®, Oxepa®, Freego® (Enteral Pump) and Freego® sets, Nepro®, and Vital®; and

Zone Perfect® bars and the EAS® family of nutritional brands, including Myoplex® and AdvantEdge®.
several markets.

Primary marketing efforts for nutritional products are directed toward consumers or to securing the recommendation of Abbott'sAbbott’s brand of products by physicians or other health care professionals. In addition, certain nutritional products sold as Similac®Similac®, Gain™, Grow™, Eleva™, PediaSure®PediaSure®, PediaSure SideKicks®SideKicks®, Pedialyte®Pedialyte®, Ensure®Ensure®, Zone Perfect®, EAS®/Myoplex®Perfect®, and Glucerna®Glucerna® are also promoted directly to the public by consumer marketing efforts in select markets where appropriate.

Competition for nutritional products in the segment is generally from other diversified consumer and health care manufacturers. Competitive factors include consumer advertising, formulation, packaging, scientific innovation, intellectual property, price, retail distribution, and availability of product forms. A significant aspect of competition is the search for ingredient innovations. The introduction of new products by competitors, changes in medical practices and procedures, and regulatory changes can result in product


obsolescence. In addition, private label and local manufacturers'manufacturers’ products may increase competitive pressure.

Cardiovascular and Neuromodulation ProductsMedical Devices

These products include a broad line of rhythm management, electrophysiology, heart failure, vascular and structural heart devices for the treatment of cardiovascular diseases, and diabetes care products for people with diabetes, as well as neuromodulation devices for the management of chronic pain and movement disorders. These productsMedical devices are manufactured, marketed and sold worldwide. In the United States, these productsdepending upon the product, medical devices are generally marketed and sold directly to wholesalers, hospitals, ambulatory surgery centers, physicians’ offices, and physicians officesdistributors from Abbott-owned distribution centers and public warehouses. Outside the United States, sales are made either directly to customers or through distributors, depending on the market served.

The principal products included in the Cardiovascular and Neuromodulation ProductsMedical Devices segment are:

rhythm management products, including Assurity MRI® and Endurity MRI® pacemaker systems; Ellipse®, Fortify Assura®, and Gallant™ implantable cardioverter defibrillators and Gallant and Quadra Assura MP® implantable cardioverter defibrillator with cardiac resynchronization therapy and MultiPoint® Pacing technology; and Confirm Rx® implantable cardiac monitor;
electrophysiology products, including the TactiCath® family of ablation catheters and FlexAbility® irrigated ablation catheters; Ampere® RF ablation generator; EnSite® family of cardiac mapping systems; and the Advisor® HD Grid mapping catheter;
heart failure related products, including the HeartMate™ left ventricular device family and the CardioMEMS® HF System pulmonary artery sensor, a heart failure monitoring system;
vascular products, including the XIENCE™ family of drug-eluting coronary stent systems developed on the Multi-Link Vision® platform; StarClose SE® and Perclose ProGlide® vessel closure devices, TREK® coronary balloon dilatation products, Hi-Torque Balance Middleweight Universal II® guidewires, Supera® Peripheral Stent System, a peripheral vascular stent system; Acculink®/Accunet® and Xact®/Emboshield NAV6®, carotid stent systems; and the OPTIS® integrated system with the Dragonfly OPTIS® imaging catheter and PressureWire® fractional flow reserve measurement systems;
structural heart products, including MitraClip®, a percutaneous mitral valve repair system; Trifecta® Valve with Glide™ Technology, a surgical tissue heart valve; Portico® transcatheter aortic heart valve; Regent™ mechanical heart valve; Amplatzer® PFO occluders; Amplatzer Amulet® occluder devices; the Tendyne® Transcatheter Mitral Valve Implantation (TMVI) system; and the TriClip® Transcatheter Tricuspid Valve Repair System;
continuous glucose and blood glucose monitoring systems, including test strips, sensors, data management decision software, and accessories for people with diabetes, under the FreeStyle® brand such as the FreeStyle Libre® system; and

        The Cardiovascular and Neuromodulation Products segment's3

neuromodulation products, including spinal cord stimulators Proclaim® Elite and Proclaim® XR Recharge-free implantable pulse generators (IPG) and Prodigy MRI® 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 Infinity® Deep Brain Stimulation System with directional lead technology for the treatment of movement disorders.

These products are subject to competition in technological innovation, price, convenience of use, service, product performance, long-term supply contracts, and product potential for overall cost-effectiveness and productivity gains. Some products in this segment can be subject to rapid product obsolescence or regulatory changes. Although Abbott has benefited from technological advantages of certain of its current products, these advantages may be reduced or eliminated as competitors introduce new products.

Other Products

        The principal products in Abbott's other businesses include blood glucose and continuous glucose monitoring systems, including test strips, sensors, data management decision software, and accessories for people with diabetes, under the FreeStyle® brand. These products are marketed worldwide and generally


sold directly to wholesalers, government agencies, private health care organizations, health care facilities, mail order pharmacies, and independent retailers from Abbott-owned distribution centers and public warehouses. Some of these products are also marketed and distributed through distributors. Blood and continuous glucose monitoring systems are also marketed and sold to consumers. These products are subject to regulatory changes and competition in technological innovation, price, convenience of use, service, and product performance.


INFORMATION WITH RESPECT TO ABBOTT'SABBOTT’S BUSINESS IN GENERAL

Sources and Availability of Raw Materials

Abbott purchases, in the ordinary course of business, raw materials and supplies essential to Abbott'sAbbott’s operations from numerous suppliers in the United States and around the world. There have been no recent significant availability problems or supply shortages for raw materials or supplies.

Patents, Trademarks, and Licenses

Abbott is aware of the desirability for patent and trademark protection for its products. Accordingly, where possible, patents and trademarks are sought and obtained for Abbott'sAbbott’s products in the United States and countries of interest to Abbott. Abbott owns or has licenses under a substantial number of patents and patent applications. Principal trademarks and the products they cover are discussed in the Narrative Description of Business on pages 1 through 5.4. These, and various patents which expire during the period 20182021 to 2038,2041, in the aggregate, are believed to be of material importance in the operation of Abbott'sAbbott’s business. Abbott believes that no single patent, license, or trademark is material in relation to Abbott'sAbbott’s business as a whole.

Seasonal Aspects, Customers, Backlog, and Renegotiation

There are no significant seasonal aspects to Abbott'sAbbott’s business. Abbott has no single customer that, if the customer were lost, would have a material adverse effect on Abbott. Orders for Abbott's products are generally filled on a current basis, and order backlog is not material to Abbott's business. No material portion of Abbott'sAbbott’s business is subject to renegotiation of profits or termination of contracts at the election of a government.

Research and Development

        Abbott spent approximately $2.2 billion in 2017, $1.4 billion in 2016, and $1.4 billion in 2015 on research to discover and develop new products and processes and to improve existing products and processes.

Environmental Matters

Abbott believes that its operations comply in all material respects with applicable laws and regulations concerning environmental protection. Regulations under federal and state environmental laws impose stringent limitations on emissions and discharges to the environment from various manufacturing operations. Abbott'sAbbott’s capital and operating expenditures for pollution control in 20172020 were approximately $11 millionnot material and $37 million, respectively. Capital and operating expenditures for pollution control in 2018 are estimatednot expected to be $11 million and $39 million, respectively.material in 2021.

Abbott has been identified as one of many potentially responsible parties in investigations and/or remediations at several locations in the United States, including Puerto Rico, under the Comprehensive Environmental Response, Compensation, and Liability Act, commonly known as Superfund. Abbott is also engaged in remediation at several other sites, some of which are owned by Abbott, in cooperation with the Environmental Protection Agency or similar agencies. While it is not feasible to predict with certainty the


final costs related to those investigations and remediation activities, Abbott believes that such costs, together with other expenditures to maintain compliance with applicable laws and regulations concerning environmental protection, should not have a material adverse effect on Abbott'sAbbott’s financial position, cash flows, or results of operations.

EmployeesHuman Capital

The sustainability of Abbott’s business depends on attracting, engaging and developing talented people with diverse backgrounds who share Abbott’s mission to help people live their healthiest possible lives. Abbott provides its employees opportunities to grow and develop their careers, market competitive compensation and benefit programs, and the satisfaction of being part of a global company dedicated to improving health in more than 160 countries.

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As of December 31, 2020, Abbott employed approximately 99,000109,000 people, 70% of whom were employed outside of the U.S. Women represented 47% of Abbott’s U.S. workforce, 45% of its global workforce, and 39% of its managers.

Health and Safety

The health, safety and wellness of its employees is an Abbott priority embedded at every level of its business.  Abbott’s integrated Environmental, Health and Safety organization governs health, safety and wellness at Abbott’s facilities. Abbott also maintains global policies and standards for managing employee health and safety.

Abbott takes a holistic approach to employee well-being. Abbott’s global wellness programs are designed to meet the unique needs of employees across businesses and geographies and offer a wide range of programs, including supporting the mental, financial and physical health of employees and their families. For example, for over 20 years, Abbott has annually offered Exercise Across Abbott, which is a four-week physical wellness program that encourages employees to team up with colleagues and track how many minutes they exercise each day. Over 22,000 Abbott employees across 72 countries took part in 2020.

During the COVID-19 pandemic, Abbott has taken aggressive steps to limit exposure and enhance the safety of facilities for its employees, including implementing mandatory temperature screening and social distancing, providing and requiring the use of personal protective equipment, and at most U.S. facilities, onsite COVID-19 testing.

Talent Management

Abbott has an integrated global talent management process that is designed to identify and assess talent across the organization and provide equal and consistent opportunities for employees to develop their skills. All levels of employees participate in Abbott’s annual performance management process to create development plans that support their particular career objectives, and Abbott provides a broad range of training, mentoring and other development opportunities to help its employees meet these objectives. The board of directors conducts an annual Talent Management Review, focusing on development of talent, diversity, and succession planning for critical positions. Similar reviews take place at every level of Abbott to develop talent and diversity across the organization.

Diversity and Inclusion

Abbott is committed to developing a workplace that is inclusive for all. Abbott ties executive compensation to human capital management, including diversity outcomes, to sustain an inclusive culture and the fair and balanced treatment of Abbott’s employees.

Abbott’s employee networks play an important role in building an inclusive culture across all Abbott operations.  A member of Abbott’s senior management serves as a sponsor for each of December 31, 2017.these networks, helping to align their objectives with Abbott’s business strategies. Abbott has ten such networks, which are: Advancing Professionals Network (supporting early career employees), Asian Leadership and Cultural Network, Black Business Network, Flex Network (employees with part-time and flexible schedules), LA VOICE Network (supporting Hispanic and Latino employees), People with Disabilities Network, PRIDE (supporting LGBTQ employees), Veterans Network, Women Leaders of Abbott, and Women in STEM.  

RegulationAbbott offers professional development programs, which provide recent college graduates the opportunity to rotate through different areas of Abbott, often with the chance to work outside their home country. In 2020, 52% of the participants were women. Also, Abbott hosts hundreds of college students for paid internships. In 2020, 55% of the U.S. interns were women and 39% were minorities. Further, Abbott has operated a STEM internship program for high school students in the U.S. since 2012. The program’s objective is to increase the number of students pursuing STEM-related careers and contribute to a more diverse talent pipeline for Abbott. In 2020, 58% of the STEM interns were women and 71% were minorities.

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Compensation and Benefits

Abbott is committed to building, retaining, and motivating a diverse talent pipeline that can meet the current and future needs of its businesses. To that end, Abbott provides market competitive compensation, healthcare benefits, pension and/or retirement savings plans, 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. Abbott also has procedures and processes focused on providing employees equitable compensation, regardless of race or gender or other personal characteristics.

Regulation

The development, manufacture, marketing, sale, promotion, and distribution of Abbott'sAbbott’s products are subject to comprehensive government regulation by the U.S. Food and Drug Administration (FDA) and similar international regulatory agencies. Government regulation by various international, supranational, federal and state agencies addresses (among other matters) the development and approval to market Abbott'sAbbott’s products, as well as the inspection of, and controls over, research and laboratory procedures, clinical investigations, product approvals and manufacturing, labeling, packaging, supply chains, marketing and promotion, pricing and reimbursement, sampling, distribution, quality control, post-market surveillance, record keeping, storage, and disposal practices. In addition, Abbott'sAbbott’s clinical laboratories and associated testing services are subject to comprehensive government regulation, including registration, certification, and licensure, by federal, state, and local agencies, such as the Centers for Medicare & Medicaid Services, the Drug Enforcement Adminstration,Administration, the Substance Abuse and Mental Health Services Administration, and their respective foreign counterparts. Certain of these agencies require our clinical laboratories to meet quality assurance, quality control, and personnel standards and undergo inspections.

        Abbott'sDuring the COVID-19 public health emergency, many pandemic-related products (including diagnostic tests) were authorized by regulators for emergency use solely during the pandemic. In addition, many governments enacted policies to expedite or promote access to health care in order to slow or stop the spread of the virus. Examples include expansion of telehealth coverages and increased reimbursements for diagnostic testing. It is uncertain when the public health emergency will end and to what extent these policies will continue or revert back to previous policies.

Abbott’s international operations are also affected by trade and investment regulations in many countries. These may require local investment, restrict Abbott'sAbbott’s investments, or limit the import of raw materials and finished products.

        Abbott'sAbbott’s laboratory facilities and home monitoring services, andwhich provide services, related products that provide Abbott and third-party medical devices to consumers, in the United States are subject to additional federal, state, and local laws and regulations applicable to health care providers and suppliers that submit claims for reimbursement to third-party payors. In the United States, Medicare, Medicaid, and other third-party payors may from time to time conduct inquiries, claims audits, investigations, and enforcement actions relating to the claims or enrollment criteria.

        Further, Abbott is subject to laws and regulations pertaining to health care fraud and abuse, including state and federal anti-kickback, anti-self-referral, and false claims laws in the United States. Prescription drug, nutrition, and medical device manufacturers such as Abbott are also subject to taxes, as well as application, product, user, establishment, and other fees. Governmental agencies can also invalidate intellectual property rights.

Compliance with these laws and regulations is costly and materially affects Abbott'sAbbott’s business. Among other effects, health care regulations and significant changes thereto (such as the introduction of the Medical Device Regulation and the In Vitro Diagnostic Medical Device 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. Abbott expects this regulatory environment will continue to require significant technical expertise and capital investment to ensure compliance. Failure to comply can delay the release of a new product or result in regulatory and enforcement actions, the seizure or recall of a product, the suspension or revocation of the authority necessary for a product'sproduct’s production and sale, suspension or revocation of billing privileges, and other civil or criminal sanctions, including fines and penalties. Similarly, compliance with the laws and regulations governing clinical laboratories and testing services requires specialized expertise. Failure to comply with these regulatory requirements can result in sanctions, including suspension, revocation, or limitation of a laboratory'slaboratory’s certification, which is necessary to conduct business, as well as significant fines or criminal penalties.


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        Abbott'sAbbott’s business can also be affected by ongoing studies of the utilization, safety, efficacy, and outcomes of health care products and their components that are regularly conducted by industry participants, government agencies, and others. These studies can call into question the utilization, safety, and efficacy of previously marketed products. In some cases, these studies have resulted, and may in the future result, in the discontinuation of marketing of such products in one or more countries, and may give rise to claims for damages from persons who believe they have been injured as a result of their use.

Access to human health care products continues to be a subject of investigation and action by governmental agencies, legislative bodies, and private organizations in many countries. A major focus is cost containment. Efforts to reduce health care costs are also being made in the private sector, notably by health care payors and providers, which have instituted various cost reduction and containment measures. Abbott expects insurers and providers will continue attempts to reduce the cost or utilization of health care products. Many countries control the price of health care products directly or indirectly, through reimbursement, payment, pricing, or coverage limitations. Budgetary pressures on health care payors may also heighten the scope and severity of pricing pressures on Abbott'sAbbott’s products for the foreseeable future.

In the United States, the federal government regularly evaluates reimbursement for medical devices, diagnostics, supplies, and other products, as well as the procedures in which these products may be used. The government follows a diagnosis-related group (DRG) payment system for certain institutional services provided under Medicare or Medicaid and has implemented a prospective payment system (PPS) for services delivered in hospital outpatient, nursing home, and home health settings. DRG and PPS entitle a health care facility to a fixed reimbursement based on the diagnosis and/or procedure rather than actual costs incurred in patient treatment, thereby increasing the incentive for the facility to limit or control expenditures for many health care products. Other payment methodology changes have been proposed and implemented from time to time. For example, Medicare implemented a competitive bidding system for certain durable medical equipment (including diabetes products), enteral nutrition products, and supplies. Additionally, the Protecting Access to Medicare Act establishesestablished a new payment system for clinical laboratory tests which became effective on January 1,in 2018.

        In 2010, theThe Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act (together, the(the Affordable Care Act), imposed an excise tax on Abbott and other medical device manufacturers and importers. The excise tax was subsequently suspended from January 1, 2016 through December 31, 2017 as part of the Consolidated Appropriations Act of 2016. In January 2018, the excise tax was suspended for an additional two years.

        The Affordable Care Act also includes provisions known as the Physician Payments Sunshine Act, which requirerequires manufacturers of drugs, devices, and medical supplies covered under Medicare and Medicaid to record any transfers of value to physicians and teaching hospitals and to report this data to the Centers for Medicare & Medicaid Services for subsequent public disclosure. In October 2018, the Substance Use Disorder Prevention that Promotes Opioid Recovery and Treatment for Patients and Communities Act significantly expanded the types of healthcare providers for which reporting is required, beginning with reports filed in 2022. Similar reporting requirements have also been enacted on the state level domestically, and an increasing number of governments worldwide either have adopted or are considering similar laws requiring transparency of interactions with health care professionals. Failure to report appropriate data may result in civil or criminal fines and/or penalties.

Policy changes including potential modification or repeal of all or parts of the Affordable Care Act, or implementation of new health care legislation could result in significant changes to the health care system.systems. In the United States, this could include potential modification, including expansion or repeal of all or parts of the Affordable Care Act.

The regulation of data privacy and security, and the protection of the confidentiality of certain personal information (including patient health information, financial information and financialother sensitive personal information), is increasing. For example, the European Union, hasvarious other countries, and various U.S. states (e.g., California) have enacted stricter data protection laws which will take effect in 2018, that contain enhanced financial penalties for noncompliance. Similarly, the U.S. Department of Health and Human Services has issued rules governing the use, disclosure, and security of protected health information, and the U.S. Food and Drug AdministrationFDA has issued further guidance concerning


cybersecurity for medical devices. In addition, certain countries have issued or are considering "data localization"“data localization” laws, which limit companies'companies’ ability to transfer protected data across country borders. Failure to comply with data privacy and security laws and regulations can result in business disruption and enforcement actions, which could include civil or criminal penalties. 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 in this area.

Governmental cost containment efforts also affect Abbott'sAbbott’s nutritional products business. In the United States, for example, under regulations governing the federally funded Special Supplemental Nutrition Program for Women, Infants, and Children, all states must have a cost containment program for infant formula. As a result, through competitive bidding states obtain rebates from manufacturers of infant formula whose products are used in the program.

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Abbott expects debate to continue at all government levels worldwide over the manufacture, quality assurance requirements, marketing manufacture,authorization processes, post-market surveillance requirements, availability, method of delivery, and payment for health care products and services, as well as data privacy and security. Abbott believes that future legislation and regulation in the markets it serves could affect the timing and expense associated with bringing health care products or services to market, access to health care products and services, increase rebates, reduce prices or reimbursements or the rate of price increases for health care products and services, change health care delivery systems, create new fees and obligations for the pharmaceutical, nutrition, diagnostic, and medical device industries, or require additional reporting and disclosure. It is not possible to predict the extent to which Abbott or the health care industry in general might be affected by the matters discussed above.


INTERNATIONAL OPERATIONS

        As discussed in greater detail in the section captioned, "Narrative Description of Business," Abbott markets products worldwide through affiliates and distributors. Most of the products discussed in the preceding sections of this report are also sold outside the United States. In addition, certain products of a local nature and variations of product lines that meet local regulatory requirements and marketing preferences are manufactured and marketed to customers outside the United States. International operations are subject to certain additional risks inherent in conducting business outside the United States, including price and currency exchange controls, changes in currency exchange rates, limitations on foreign participation in local enterprises, expropriation, nationalization, and other governmental action.


INTERNET INFORMATION

Copies of Abbott'sAbbott’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through Abbott'sAbbott’s investor relations website (www.abbottinvestor.com) as soon as reasonably practicable after Abbott electronically files the material with, or furnishes it to, the Securities and Exchange Commission.Commission (the Commission). These reports and other information are also available, free of charge, at www.sec.gov.

        Abbott'sAbbott’s corporate governance guidelines, outline of directorship qualifications, code of business conduct and the charters of Abbott'sAbbott’s audit committee, compensation committee, nominations and governance committee, and public policy committee are all available on Abbott'sAbbott’s investor relations website (www.abbottinvestor.com).


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ITEM 1A. RISK FACTORS

In addition to the other information in this report, the following risk factors should be considered before deciding to invest in any of Abbott'sAbbott’s securities. Additional risks and uncertainties not presently known to Abbott, or risks Abbott currently considers immaterial, could also affect Abbott'sAbbott’s actual results. Abbott'sAbbott’s business, financial condition, results of operations, or prospects could be materially adversely affected by any of these risks.

Business and Operational Risks

Abbott may acquire other businesses, license rights to technologies or products, form alliances, or dispose of or spin-off businesses, which could cause it to incur significant expenses and could negatively affect profitability.

Abbott may pursue acquisitions, licensing arrangements, and strategic alliances, or dispose of or spin-off some of its businesses, as part of its business strategy. Abbott may not complete these transactions in a timely manner, on a cost-effective basis, or at all, and may not realize the expected benefits. If Abbott is successful in making an acquisition, the products and technologies that are acquired may not be successful or may require significantly greater resources and investments than originally anticipated. Abbott may not be able to integrate acquisitions successfully into its existing business or transition disposed businesses efficiently, and could incur or assume significant debt and unknown or contingent liabilities. Abbott could also experience negative effects on its reported results of operations from acquisition or disposition-related charges, amortization of expenses related to intangibles and charges for impairment of long-term assets. These effects could cause a deterioration of Abbott'sAbbott’s credit rating, result in increased borrowing costs and interest expense, and decrease liquidity.

Abbott depends on sophisticated information technology systems and maintains protected personal data, and a cyber attack or other breach affecting these information technology systems or protected data could have a material adverse effect on Abbott’s results of operations.

Similar to other large multi-national companies, the size and complexity of the information technology systems on which Abbott relies for both its infrastructure and products makes them susceptible to a cyber attack, malicious intrusion, breakdown, destruction, loss of data privacy, or other significant disruption. These systems have been and are expected to continue to be the target of malware and other cyber attacks. In addition, third party hacking attempts may cause Abbott’s information technology systems and related products, protected data, or proprietary information to be compromised or stolen. A significant attack or other disruption could result in adverse consequences, including increased costs and expenses, manufacturing challenges or disruption, problems with product functionality, damage to customer relations, lost revenue, and legal or regulatory penalties.

Abbott also collects, manages and processes protected personal data, including protected health information, in connection with certain medical products and service offerings. Abbott is subject to cost containmentcertain regional and local data protection laws that prohibit or restrict the transfer of protected data across country borders. For additional information concerning data privacy and security regulation, see the discussion in “Regulation” under Item 1, “Business.” A breach of protected personal information could result in adverse consequences, including regulatory inquiries or litigation, increased costs and expenses, reputational damage, lost revenue, and fines or penalties.

Abbott invests in its systems and technology and in the protection of its products and data to reduce the risk of an attack or other significant disruption, and monitors its systems on an ongoing basis for any current or potential threats and for changes in technology and the regulatory environment. There can be no assurance that these measures and efforts will prevent future attacks or other significant disruptions to any of the systems on which Abbott relies or that related product issues will not arise in the future. Similarly, there can be no assurance that third party information technology providers with whom Abbott contracts will not suffer a significant attack or disruption that impacts customers like Abbott. Any significant breach, attack or other disruption involving Abbott’s systems or products could have a material adverse effect on Abbott’s business.

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Abbott’s research and development efforts may not succeed in developing commercially successful products and technologies, which may cause Abbott’s revenue and profitability to decline.

To remain competitive, Abbott must continue to launch new products and technologies. To accomplish this, Abbott commits substantial efforts, funds, and other resources to research and development. A risk of failure is inherent in the research and development of new products and technologies. Abbott must make ongoing substantial expenditures without any assurance that its efforts will be commercially successful. Failure can occur at any point in the process, including after significant funds have been invested.

Promising new products and technologies may fail to reach the market or may only have limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, limited scope of approved uses, excessive costs to manufacture, failure to establish or maintain intellectual property rights, or infringement of the intellectual property rights of others. Even if Abbott successfully develops new products or enhancements or new generations of Abbott’s existing products, they may be quickly rendered obsolete by changing customer preferences, changing industry or regulatory standards, or competitors’ innovations. Innovations may not be accepted quickly in the marketplace because of, among other things, entrenched patterns of clinical practice or uncertainty over third-party reimbursement. Abbott cannot state with certainty when or whether any of its products under development will be launched, whether it will be able to develop, license, or otherwise acquire compounds or products, or whether any products will be commercially successful. Failure to launch successful new products or technologies, or new indications or uses for existing products, may cause Abbott’s products or technologies to become obsolete, causing Abbott’s revenues and operating results to suffer.

The manufacture of many of Abbott’s products is a highly exacting and complex process, and if Abbott or one of its suppliers encounters problems manufacturing products, Abbott’s business could suffer.

The manufacture of many of Abbott’s products is a highly exacting and complex process, due in part to strict regulatory requirements. Problems may arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials, natural disasters, and environmental factors. In addition, single suppliers are currently used for certain products and materials. If problems arise during the production of a lot or batch of product, those products may have to be discarded. If problems are not discovered before the product is released to the market, recall and product liability costs may also be incurred. Any of these events could, among other things, lead to increased costs, lost revenue, damage to customer relations, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other lots, batches or products. To the extent Abbott or one of its suppliers experiences significant manufacturing problems, this could have a material adverse effect on Abbott’s revenues and profitability.

Abbott has significant indebtedness, which could adversely affect its business, including decreasing its business flexibility.

As of December 31, 2020, Abbott's consolidated indebtedness was approximately $18.7 billion. This consolidated indebtedness could have the effect, among other things, of reducing Abbott's flexibility to respond to changing business and economic conditions, and reducing funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes.

Further, Abbott may be required to raise additional financing for working capital, capital expenditures, future acquisitions or other general corporate purposes. Abbott's ability to arrange additional financing or refinancing will depend on, among other factors, Abbott's financial position and performance, as well as prevailing market conditions and other factors beyond Abbott's control. Consequently, Abbott cannot assure that it will be able to obtain additional financing or refinancing on terms acceptable to Abbott or at all, which could adversely impact Abbott's ability to make scheduled payments with respect to its consolidated indebtedness and its profitability and financial condition.

Additionally, further borrowing could cause a reductiondeterioration of Abbott's credit ratings. Abbott's credit ratings reflect each credit rating agency's then opinion of Abbott's financial strength, operating performance, and ability to meet its debt obligations. Adverse changes in Abbott's credit ratings may result in increased borrowing costs for future revenueslong-term debt or short-term borrowing facilities and operating income.

        In the United States and other countries, Abbott's businesses have experienced downward pressure on product pricing. 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 patientmay limit financing options, including access to health care or other factors, Abbott's future revenuesthe unsecured borrowing market. Abbott may also be subject to additional restrictive covenants that would reduce flexibility.

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Legal and operating income will be reduced.Regulatory Risks

Abbott is subject to numerous governmental regulations and it can be costly to comply with these regulations and to develop compliant products and processes.

        Abbott'sAbbott’s products are subject to rigorous regulation by the U.S. Food and Drug Administration (FDA)FDA and numerous international, supranational, federal, and state authorities. The process of obtaining regulatory approvals to market a drug, or medical device, or diagnostic product can be costly and time-consuming, and approvals might not be granted for future products, or additional indications or uses of existing products, on a timely basis, if at all. Delays in the receipt of, or failure to obtain, approvals for future products, or new indications and uses, could result in delayed realization of product revenues, reduction in revenues, and in substantial additional costs.

In addition, no assurance can be given that Abbott will remain in compliance with applicable FDA and other regulatory requirements once approval or marketing authorization has been obtained for a product. These requirements include, among other things, regulations regarding manufacturing practices, product labeling, and advertising and postmarketing reporting, including adverse event reports and field alerts. Many of Abbott'sAbbott’s facilities and procedures and those of Abbott'sAbbott’s suppliers are subject to ongoing regulation, including periodic inspection by the FDA and other regulatory authorities. Abbott must incur expense and spend time and effort to ensure compliance with these complex regulations. Possible regulatory actions for non-compliance could include warning letters, fines, damages, injunctions, civil penalties, recalls, seizures of Abbott'sAbbott’s products, and criminal prosecution.


These actions could result in, among other things, substantial modifications to Abbott'sAbbott’s business practices and operations; refunds, recalls, or seizures of Abbott'sAbbott’s products; a total or partial shutdown of production in one or more facilities while Abbott or Abbott'sAbbott’s suppliers remedy the alleged violation; the inability to obtain future pre-market approvals or marketing authorizations; and withdrawals or suspensions of current products from the market. Any of these events could disrupt Abbott'sAbbott’s business and have a material adverse effect on Abbott'sAbbott’s revenues, profitability and financial condition.

Laws and regulations affecting government benefit programs could impose new obligations on Abbott, require Abbott to change its business practices, and restrict its operations in the future.

        Abbott'sAbbott’s industry is subject to various international, supranational, federal, and state laws and regulations pertaining to government benefit program reimbursement, price reporting and regulation, and health care fraud and abuse, including anti-kickback and false claims laws, and international and individual state laws relating to pricing and sales and marketing practices. Violations of these laws may be punishable by criminal and/or civil sanctions, including, in some instances, substantial fines, imprisonment, and exclusion from participation in government health care programs, including Medicare, Medicaid, and Veterans Administration health programs in the U.S. These laws and regulations are broad in scope and they are subject to evolving interpretations, which could require Abbott to incur substantial costs associated with compliance or to alter one or more of its sales or marketing practices. In addition, violations of these laws, or allegations of such violations, could disrupt Abbott'sAbbott’s business and result in a material adverse effect on Abbott'sAbbott’s revenues, profitability, and financial condition.

Changes in the health care regulatory environment may adversely affect Abbott'sAbbott’s business.

Both in the U.S. and internationally, government authorities may enact changes in regulatory requirements, make legislative or administrative reforms to existing reimbursement programs, make adverse decisions relating to our products'Abbott’s products’ coverage or reimbursement, or make changes to patient access to health care, all of which could adversely impact the demand for and usage of Abbott'sAbbott’s products or the prices that Abbott'sAbbott’s customers are willing to pay for them.

Further, in the U.S., a number of the provisions of the U.S. Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 address access to health care products and services and establish certain fees for the medical device industry.services. These provisions may be modified, expanded, repealed, or otherwise invalidated, in whole or in part. Future rulemaking could affect rebates, prices or the rate of price increases for health care products and services, or required reporting and disclosure. Abbott cannot predict the timing or impact of any future rulemaking or changes in the law.

For additional information concerning health care regulation, see the discussion in "Regulation"“Regulation” under Item 1, "Business."“Business.”

Abbott incurred and assumed significant indebtedness in connection with the acquisitions of St. Jude Medical and Alere, which could decrease business flexibility and increase consolidated interest expense.11

        Following the acquisitions of St. Jude Medical and Alere, Abbott's consolidated indebtedness as of December 31, 2017 was approximately $28 billion. This consolidated indebtedness could have the effect, among other things, of reducing Abbott's flexibility to respond to changing business and economic conditions, increasing Abbott's consolidated interest expense, and reducing funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes.

        Further, Abbott may be required to raise additional financing for working capital, capital expenditures, future acquisitions or other general corporate purposes. Abbott's ability to arrange additional financing or refinancing will depend on, among other factors, Abbott's financial position and performance, as well as prevailing market conditions and other factors beyond Abbott's control. Consequently, Abbott cannot assure that it will be able to obtain additional financing or refinancing on


terms acceptable to Abbott or at all, which could adversely impact Abbott's ability to make scheduled payments with respect to its consolidated indebtedness and its profitability and financial condition.

        Additionally, further borrowing could cause a deterioration of Abbott's credit rating. Abbott's credit ratings reflect each credit rating agency's then opinion of Abbott's financial strength, operating performance, and ability to meet its debt obligations. Adverse changes in Abbott's credit ratings may result in increased borrowing costs for future long-term debt or short-term borrowing facilities and may limit financing options, including access to the unsecured borrowing market. Abbott may also be subject to additional restrictive covenants that would reduce flexibility.

Abbott depends on sophisticated information technology systems and a cyber attack or other breach of these systems could have a material adverse effect on Abbott's results of operations.

        Similar to other large multi-national companies, the size and complexity of the information technology systems on which Abbott relies for both its infrastructure and products makes them susceptible to a cyber attack, malicious intrusion, breakdown, destruction, loss of data privacy, or other significant disruption. These systems have been and are expected to continue to be the target of malware and other cyber attacks. In addition, third party hacking attempts may cause Abbott's information technology systems and related products, protected data, or proprietary information to be compromised. A significant attack or other disruption could result in adverse consequences, including increased costs and expenses, problems with product functionality, damage to customer relations, lost revenue, and legal or regulatory penalties.

        Abbott invests in its systems and technology and in the protection of its products and data to reduce the risk of an attack or other significant disruption, and monitors its systems on an ongoing basis for any current or potential threats and for changes in technology and the regulatory environment. There can be no assurance that these measures and efforts will prevent future attacks or other significant disruptions to any of the systems on which Abbott relies or that related product issues will not arise in the future. Any significant attack or other disruption on Abbott's systems or products could have a material adverse effect on Abbott's business.

The expiration or loss of patent protection and licenses may affect Abbott'sAbbott’s future revenues and operating income.

Many of Abbott'sAbbott’s businesses rely on patent and trademark and other intellectual property protection. Although most of the challenges to Abbott'sAbbott’s intellectual property have come from other businesses,companies, governments may also challenge intellectual property protections. To the extent Abbott'sAbbott’s intellectual property is successfully challenged, invalidated, or circumvented or to the extent it does not allow Abbott to compete effectively, Abbott'sAbbott’s businesses could suffer. To the extent that countries do not enforce Abbott'sAbbott’s intellectual property rights, Abbott'sAbbott’s future revenues and operating income could be reduced. Any material litigation regarding Abbott'sAbbott’s patents and trademarks is described in the section captioned "Legal“Legal Proceedings."

Competitors'Significant safety concerns could arise for Abbott’s products, which could have a material adverse effect on Abbott’s revenues and financial condition.

Health care products typically receive regulatory approval based on data obtained in controlled clinical trials of limited duration. Following regulatory approval, these products will be used over longer periods of time in many patients. Investigators may also conduct additional, and perhaps more extensive, studies. If new safety issues are reported, Abbott may be required to amend the conditions of use for a product. For example, Abbott may be required to provide additional warnings on a product’s label or narrow its approved intended use, either of which could reduce the product’s market acceptance. If serious safety issues arise with an Abbott product, sales of the product could be halted by Abbott or by regulatory authorities. Safety issues affecting suppliers’ or competitors’ products also may reduce the market acceptance of Abbott’s products.

In addition, in the ordinary course of business, Abbott is the subject of product liability claims and lawsuits alleging that its products or the products of other companies that Abbott promotes have resulted or could result in an unsafe condition for, or injury to, patients. Product liability claims and lawsuits, safety alerts or product recalls, and other allegations of product safety or quality issues, regardless of their validity or ultimate outcome, may have a material adverse effect on Abbott’s business and reputation and on Abbott’s ability to attract and retain customers. Consequences may also include additional costs, a decrease in market share for the products, lower income or exposure to other claims. Product liability losses are self-insured. Product liability claims could have a material adverse effect on Abbott’s profitability and financial condition.

Economic and Industry Risks

Abbott is subject to risks related to public health crises, such as widespread outbreaks of infectious diseases like the COVID-19 pandemic.

As a global healthcare company, public health crises, such as the widespread outbreaks of infectious diseases like the COVID-19 pandemic, may negatively impact Abbott's operations. Health concerns and significant changes in political or economic conditions caused by such outbreaks can cause significant reductions in demand for routine diagnostic testing and medical device procedures or increased difficulty in serving customers, disrupt manufacturing and supply chains, and negatively affect our operations as well as the operations of our suppliers, distributors and other third-party partners. Furthermore, such widespread outbreaks may impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates, and interest rates.

With regard to the COVID-19 pandemic, the FDA issued Emergency Use Authorizations (EUAs) for several COVID-19 related products in 2020, including Abbott diagnostic tests. EUAs are authorized for the duration of the COVID-19 public health emergency unless sooner terminated or revoked. Abbott is actively pursuing the FDA’s customary regulatory approval process for these diagnostic tests which has uncertainty as discussed in “Abbott is subject to numerous governmental regulations and it can be costly to comply with these regulations and to develop compliant products and processes.” in “Legal and Regulatory Risks” under “Item 1A. Risk Factors.”

Due to the unpredictability of the duration and impact of the current COVID-19 pandemic, the extent to which the COVID-19 pandemic will have a material effect on Abbott’s business, financial condition or results of operations is uncertain. A more detailed discussion on the impact of the COVID-19 pandemic on Abbott’s business is contained in the “Financial Review” section in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report.

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Abbott is subject to cost containment efforts that could cause a reduction in future revenues and operating income.

In the United States and other countries, Abbott’s businesses have experienced downward pressure on product pricing. 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 health care or other factors, Abbott’s future revenues and operating income will be reduced.

Competitors’ intellectual property may prevent Abbott from selling its products or have a material adverse effect on Abbott'sAbbott’s future profitability and financial condition.

Competitors may claim that an Abbott product infringes upon their intellectual property. Resolving an intellectual property infringement claim can be costly and time consuming and may require Abbott to enter into license agreements. Abbott cannot guarantee that it would be able to obtain license agreements on commercially reasonable terms. A successful claim of patent or other intellectual property infringement could subject Abbott to significant damages or an injunction preventing the manufacture, sale or use of affected Abbott products. Any of these events could have a material adverse effect on Abbott'sAbbott’s profitability and financial condition.


Abbott's research and development efforts may not succeed in developing commercially successful products and technologies, which may cause Abbott's revenue and profitability to decline.

        To remain competitive, Abbott must continue to launch new products and technologies. To accomplish this, Abbott commits substantial efforts, funds, and other resources to research and development. A risk of failure is inherent in the research and development of new products and technologies. Abbott must make ongoing substantial expenditures without any assurance that its efforts will be commercially successful. Failure can occur at any point in the process, including after significant funds have been invested.

        Promising new products and technologies may fail to reach the market or may only have limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, limited scope of approved uses, excessive costs to manufacture, failure to establish or maintain intellectual property rights, or infringement of the intellectual property rights of others. Even if Abbott successfully develops new products or enhancements or new generations of Abbott's existing products, they may be quickly rendered obsolete by changing customer preferences, changing industry standards, or competitors' innovations. Innovations may not be accepted quickly in the marketplace because of, among other things, entrenched patterns of clinical practice or uncertainty over third-party reimbursement. Abbott cannot state with certainty when or whether any of its products under development will be launched, whether it will be able to develop, license, or otherwise acquire compounds or products, or whether any products will be commercially successful. Failure to launch successful new products or technologies, or new indications or uses for existing products, may cause Abbott's products or technologies to become obsolete, causing Abbott's revenues and operating results to suffer.

New products and technological advances by Abbott'sAbbott’s competitors may negatively affect Abbott'sAbbott’s results of operations.

        Abbott'sAbbott’s products face intense competition from its competitors'competitive products. Competitors'Competitors’ products may be safer, more effective, more effectively marketed or sold, or have lower prices or superior performance features than Abbott'sAbbott’s products.  Abbott cannot predict with certainty the timing or impact of the introduction of competitors'competitors’ products.

The manufacture of many of Abbott's products is a highly exacting and complex process, and if Abbott or one of its suppliers encounters problems manufacturing products, Abbott's business could suffer.

        The manufacture of many of Abbott's products is a highly exacting and complex process, due in part to strict regulatory requirements. Problems may arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials, natural disasters, and environmental factors. In addition, single suppliers are currently used for certain products and materials. If problems arise during the production of a lot or batch of product, those products may have to be discarded. This could, among other things, lead to increased costs, lost revenue, damage to customer relations, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other lots, batches or products. If problems are not discovered before the product is released to the market, recall and product liability costs may also be incurred. To the extent Abbott or one of its suppliers experiences significant manufacturing problems, this could have a material adverse effect on Abbott's revenues and profitability.

Significant safety concerns could arise for Abbott's products, which could have a material adverse effect on Abbott's revenues and financial condition.

        Health care products typically receive regulatory approval based on data obtained in controlled clinical trials of limited duration. Following regulatory approval, these products will be used over longer periods of time in many patients. Investigators may also conduct additional, and perhaps more extensive,


studies. If new safety issues are reported, Abbott may be required to amend the conditions of use for a product. For example, Abbott may be required to provide additional warnings on a product's label or narrow its approved intended use, either of which could reduce the product's market acceptance. If serious safety issues arise with an Abbott product, sales of the product could be halted by Abbott or by regulatory authorities. Safety issues affecting suppliers' or competitors' products also may reduce the market acceptance of Abbott's products.

        In addition, in the ordinary course of business, Abbott is the subject of product liability claims and lawsuits alleging that its products or the products of other companies that Abbott promotes have resulted or could result in an unsafe condition for or injury to patients. Product liability claims and lawsuits, safety alerts or product recalls, and other allegations of product safety or quality issues, regardless of their validity or ultimate outcome, may have a material adverse effect on Abbott's business and reputation and on Abbott's ability to attract and retain customers. Consequences may also include additional costs, a decrease in market share for the products, lower income or exposure to other claims. Product liability losses are self-insured. Product liability claims could have a material adverse effect on Abbott's profitability and financial condition.

Fluctuation in foreign currency exchange rates may adversely affect our financial statements and Abbott'sAbbott’s ability to realize projected sales and earnings.

Although Abbott'sAbbott’s financial statements are denominated in U.S. dollars, a significant portion of Abbott'sAbbott’s revenues and costs are realized in other currencies. Sales outside of the United States in 20172020 made up approximately 6562 percent of Abbott'sAbbott’s net sales. Abbott'sAbbott’s profitability is affected by movement of the U.S. dollar against other currencies. Fluctuations in exchange rates between the U.S. dollar and other currencies may also affect the reported value of Abbott'sAbbott’s assets and liabilities, as well as its cash flows. Some foreign currencies are subject to government exchange controls. While Abbott enters into hedging arrangements to mitigate some of its foreign currency exposure, Abbott cannot predict with any certainty changes in foreign currency exchange rates or its ability to mitigate these risks.

Information on the impact of foreign exchange rates on Abbott'sAbbott’s financial results is contained in the "Financial“Financial Review — Results of Operations"Operations” section in Item 7, Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations of this report. A discussion of the steps taken to mitigate the impact of foreign exchange is contained in Item 7A, Quantitative and Qualitative Disclosures about Market Risk in Abbott's 2017Abbott’s 2020 Form 10-K. Information on Abbott'sAbbott’s hedging arrangements is contained in Note 1112 to the consolidated financial statements in this report.

Deterioration in the economic condition and credit quality of certain countries may negatively affect Abbott'sAbbott’s results of operations.

Unfavorable economic conditions in certain countries may increase the time it takes to collect outstanding trade receivables. Financial instability and fiscal deficits in these countries may result in additional austerity measures to reduce costs, including health care. Deterioration in the quality of sovereign debt, including credit downgrades, could increase Abbott'sAbbott’s collection risk where a significant amount of Abbott'sAbbott’s receivables in these countries are with governmental health care systems or where Abbott'sAbbott’s customers depend on payment by government health care systems.

The international nature of Abbott'sAbbott’s business subjects it to additional business risks that may cause its revenue and profitability to decline.

        Abbott'sAbbott’s business is subject to risks associated with managing a global supply chain and doing business internationally. Sales outside of the United States in 20172020 made up approximately 6562 percent of Abbott'sAbbott’s net sales. Additional risks associated with Abbott'sAbbott’s international operations include:

differing local product preferences and product requirements;

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trade protection measures, including tariffs, import or export licensing requirements, 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;
political 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, 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'sAbbott’s revenues and profitability.

Other factors can have a material adverse effect on Abbott'sAbbott’s future profitability and financial condition.

Many other factors can affect Abbott'sAbbott’s profitability and its financial condition, including:

changes in or interpretations of laws and regulations, including changes in accounting standards, taxation requirements, product marketing application standards, product labeling standards, source and use laws, and environmental laws;
differences between the fair value measurement of assets and liabilities and their actual value, particularly for pensions, retiree health care, stock compensation, intangibles, 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 rate of inflation (including the cost of raw materials, 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;
changes in the creditworthiness of counterparties that transact business with or provide services to Abbott or Abbott’s employee benefit trusts;
changes in business, economic, and political conditions, including: war, political instability, terrorist attacks, the threat of future terrorist activity and related military action; global climate, 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;
changes in Abbott’s business units and investments and changes in the relative and absolute contribution of each to earnings and cash flow resulting from evolving business strategies, changing product mix, changes in tax laws or tax rates both in the U.S. and abroad and opportunities existing now or in the future;
changes in the buying patterns of a major distributor, retailer, or wholesale customer resulting from buyer purchasing decisions, pricing, seasonality, or other factors, or other problems with licensors, suppliers, distributors, and business partners; and
legal difficulties, any of which could preclude or delay commercialization of products or adversely affect profitability, including claims asserting statutory or regulatory violations, and adverse litigation decisions.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K contains forward-looking statements that are based on management'smanagement’s current expectations, estimates, and projections. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "forecasts,"“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” variations of these words, and similar expressions are intended to identify these forward-looking statements. Certain factors, including but not limited to those identified under "Item“Item 1A. Risk Factors"Factors” of this Form 10-K, may cause actual results to differ materially from current expectations, estimates, projections, forecasts, and from past results. No assurance can be made that any expectation, estimate, or projection contained in a forward-looking statement will be achieved or will not be affected by the factors cited above or other unknown or future events. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as the result of subsequent events or developments, except as required by law.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

As of December 31, 2017,2020, Abbott owned or leased properties totaling approximately 4243 million square feet, in 81 countries, of which approximately 70%65% is owned by Abbott. Abbott'sAbbott’s principal corporate offices are located in Illinois and are owned by Abbott.

Abbott operates 10093 manufacturing facilities in 32 countries. Abbott'sglobally. Abbott’s facilities are deemed suitable and provide adequate productive capacity. The manufacturing facilities are used by Abbott'sAbbott’s reportable segments as follows:

Reportable Segments

Manufacturing
Sites

Cardiovascular and Neuromodulation Products

25

Diagnostic Products

28

Manufacturing

Reportable Segments

Sites

Medical Devices

27

Diagnostic Products

24

Established Pharmaceutical Products

31

28

Nutritional Products

14

Non-ReportableWorldwide Total

2

Worldwide Total

100

93

        Abbott's

Abbott’s research and development facilities in the United States are primarily located in California, Illinois, Minnesota, New Jersey, and Ohio. Abbott also has research and development facilities in various other countries, including China, Colombia, India, Singapore, Spain, and the United Kingdom.

There are no material encumbrances on the properties.

ITEM 3. LEGAL PROCEEDINGS

Abbott is involved in various claims, legal proceedings and investigations, including (as of January 31, 2018) those described below.investigations. 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'sAbbott’s financial position, cash flows, or results of operations.

        In March 2017, the U.S. Environmental Protection Agency (EPA) issued a letter to Alere Toxicology Services, Inc.'s Austin, Texas facility identifying potential violations of the Resources Conservation and Recovery Act and associated regulations. In November 2017, Alere Toxicology Services, Inc. reached an agreement with the EPA and agreed to pay a civil penalty of $186,225.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


15


INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT

Executive officers of Abbott are elected annually by the board of directors. All other officers are elected by the board or appointed by the chairman of the board. All officers are either elected at the first meeting of the board of directors held after the annual shareholder meeting or appointed by the chairman after that board meeting. Each executive officer holds office until a successor has been duly elected or appointed and qualified or until the officer'sofficer’s death, resignation, or removal. Vacancies may be filled at any time by the board. Any executive officer may be removed by the board of directors when, in its judgment, removal would serve the best interests of Abbott. Any officer appointed by the chairman of the board may be removed by the chairman whenever, in the chairman's judgment, removal would serve the best interests of Abbott. A vacancy in any office appointed by the chairman of the board may be filled by the chairman.

        Abbott'sAbbott’s executive officers, their ages as of February 16, 2018,19, 2021, and the dates of their first election as officers of Abbott are listed below. The executive officers'officers’ principal occupations and employment for the past five years and the year of appointment to the earliest reported office are also shown. Unless otherwise stated, employment was by Abbott. There are no family relationships between any corporateexecutive officers or directors.

Miles D. White, 6265

Hubert L. Allen, 5255

Brian J. Blaser, 53

John M. Capek, 5659

Robert B. Ford, 44Lisa D. Earnhardt, 51

16

John F. Ginascol, 62

2019 to present — Executive Vice President, Core Diagnostics.

2008 to 20142019 — Vice President, Diabetes Care, Commercial Operations.Nutrition, Supply Chain.

Elected Corporate Officer — 2008.

Stephen R. Fussell, 60


Andrew H. Lane, 4750

Daniel Salvadori, 3942

Brian B. Yoor, 48Andrea Wainer, 52

Gregory A. Ahlberg, 54

2020 to present — Senior Vice President, Core Laboratory Diagnostics, Commercial Operations.

2017 to 2020 —Vice President, Diagnostics, Commercial Operations, Europe, Middle East and Africa.

2012 to 2017 — Divisional Vice President, USA, Abbott Diagnostics Division.

Elected Corporate Officer — 2017.

Roger M. Bird, 6164

Sharon J. Bracken, 47


Charles R. Brynelsen, 6164

17

Michael D. Dale, 61

2019 to 2015present — Senior Vice President, Structural Heart.

2017 to 2019 — Vice President, Structural Heart.

2016 to 2017 — Divisional Vice President and General Manager, Structural Heart.

2014 to 2016 — President Early Technologies, Covidien plcand Chief Executive Officer, GI Dynamics, Inc. (a global healthcare products company)medical device company focused on developing gastrointestinal therapies).

Elected Corporate Officer — 2017.

Jaime Contreras, 61Sammy Karam, 59

Joseph Manning, 4952

Michael J. Pederson, 5659

Sean Shrimpton,Christopher J. Scoggins, 51


Jared L. Watkin, 5053

Alejandro D. Wellisch, 4346

18

Randel W. Woodgrift, 59

2019 to 2014presentGeneral Manager, Argentina, Bolivia, ParaguaySenior Vice President, CRM.

2017 to 2019 — Vice President, Global Operations, Cardiovascular and Uruguay, CFR Pharmaceuticals S.A. (a Latin American pharmaceutical company).Neuromodulation.

2015 to 2017 — Vice President, Operations and R&D, Abbott Vascular.

Elected Corporate Officer — 2017.2015.

Robert E. Funck, 56Philip P. Boudreau, 48


19


PART II

ITEM 5.  MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Principal Market

The principal market for Abbott'sAbbott’s common shares is the New York Stock Exchange.Exchange under the symbol “ABT.” Shares are also listed on the Chicago Stock Exchange and traded on various regional and electronic exchanges. Outside the United States, Abbott'sAbbott’s shares are listed on the SIX Swiss Exchange.

 
 Market Price Per Share 
 
 2017 2016 
 
 high low high low 

First Quarter

 $45.84 $38.34 $44.05 $36.00 

Second Quarter

  49.59  42.31  44.58  36.76 

Third Quarter

  54.80  47.83  45.79  39.16 

Fourth Quarter

  57.77  53.20  43.78  37.38 

Shareholders

There were 44,58137,450 shareholders of record of Abbott common shares as of December 31, 2017.2020.

Dividends

        Abbott declared quarterly dividends of $0.265 per share on common shares in the first, second, and third quarters of 2017. In the fourth quarter of 2017, Abbott declared a quarterly dividend of $0.280 per share on common shares.

        Abbott declared quarterly dividends of $0.26 per share on common shares in the first, second, and third quarters of 2016. In the fourth quarter of 2016, Abbott declared a quarterly dividend of $0.265 per share on common shares.

Tax Information for Shareholders

In 2001, the Illinois Department of Commerce and Economic Opportunity (DCEO) designated Abbott as an Illinois High Impact Business (HIB) for a period not to exceed twenty years. In 2020, the DCEO granted a two year extension for Abbott's HIB designation. Dividends paid by a corporation that is designated as a HIB and conducts business in a foreign trade zone may be eligible for a subtraction from base income for Illinois income tax purposes. Abbott certified that the HIB requirements were met for the calendar year ending December 31, 2017.2020.

If you have any questions, please contact your tax advisor.


Issuer Purchases of Equity Securities

    

    

    

(c) Total Number of

    

(d) Maximum Number (or

 

(a) Total Number

Shares (or Units)

Approximate Dollar Value) of

 

of Shares

(b) Average Price

Purchased as Part of

Shares (or Units) that May

 

(or Units)

Paid per Share

Publicly Announced

Yet Be Purchased Under the

 

Period

Purchased

(or Unit)

Plans or Programs

Plans or Programs

 

October 1, 2020 — October 31, 2020

 

0

(1)  

$

0

 

0

$

3,270,234,923

(2)

November 1, 2020 — November 30, 2020

 

0

(1)  

$

0

 

0

$

3,270,234,923

(2)

December 1, 2020 — December 31, 2020

 

1,600,411

(1)  

$

107.999

 

1,600,411

$

3,097,391,913

(2)

Total

 

1,600,411

(1)  

$

107.999

 

1,600,411

$

3,097,391,913

(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 September 11, 2014, the board of directors authorized the repurchase of up to $3 billion of its common shares, from time to time (the “2014 Plan”). On October 11, 2019, the board of directors authorized the repurchase of up to $3 billion of Abbott common shares, from time to time (the “2019 Plan”). The 2019 Plan is in addition to the unused portion of the 2014 Plan.

20

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
 

October 1, 2017 — October 31, 2017

  1,489(1)$53.610  0 $925,131,209(2)

November 1, 2017 — November 30, 2017

  15,876(1)$54.740  0 $925,131,209(2)

December 1, 2017 — December 31, 2017

  12,126(1)$55.636  0 $925,131,209(2)

Total

  29,491(1)$55.051  0 $925,131,209(2)

(1)
These shares include:

(i)
the shares deemed surrendered to Abbott to pay the exercise price in connection with the exercise of employee stock options — 1,489 in October, 1,568 in November, and 1,146 in December; and

(ii)
the shares purchased on the open market for the benefit of participants in the Abbott Laboratories, Limited Employee Stock Purchase Plan — 0 in October, 14,308 in November, and 10,980 in December.
(2)
On September 11, 2014, Abbott announced that its board of directors approved the purchase of up to $3 billion of its common shares, from time to time.

ITEM 6.    SELECTED FINANCIAL DATA

 
 Year Ended December 31 
 
 2017 2016 2015 2014 2013 

Net sales (1)

 $27,390 $20,853 $20,405 $20,247 $19,657 

Earnings from continuing operations (1)

  353  1,063  2,606  1,721  1,988 

Net earnings

  477  1,400  4,423  2,284  2,576 

Basic earnings per common share from continuing operations (1)

  0.20  0.71  1.73  1.13  1.27 

Basic earnings per common share

  0.27  0.94  2.94  1.50  1.64 

Diluted earnings per common share from continuing operations (1)

  0.20  0.71  1.72  1.12  1.26 

Diluted earnings per common share

  0.27  0.94  2.92  1.49  1.62 

Total assets

  76,250  52,666  41,247  41,207  42,937 

Long-term debt, including current portion

  27,718  20,684  5,874  3,448  3,381 

Cash dividends declared per common share

  1.075  1.045  0.98  0.90  0.64 

(1)
Amounts reflect Abbott's developed markets branded generics pharmaceuticals, animal health and former research-based pharmaceuticals business as discontinued operations.

ITEM 7.  MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Review

        Abbott'sAbbott’s revenues are derived primarily from the sale of a broad line of health care products under short-term receivable arrangements.  Patent protection and licenses, technological and performance features, and inclusion of Abbott'sAbbott’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'sAbbott’s primary products are nutritional products,medical devices, diagnostic testing products, nutritional products and branded generic pharmaceuticals and cardiovascular and neuromodulation products.pharmaceuticals.  Sales in international markets comprise approximately 6562 percent of consolidated net sales.

        On October 3, 2017,In 2020, the coronavirus (COVID-19) pandemic affected Abbott’s diversified health care businesses in various ways.  As is further described below, some businesses have performed at the levels required to successfully meet new demands, others have faced challenges, and still others have been relatively less impacted by the pandemic.

Abbott’s Diagnostics business experienced the most significant change in sales from 2019 to 2020 as sales from new tests and other related products to detect COVID-19 more than outweighed the negative impact of COVID-19 on routine diagnostic testing volumes.  Abbott acquired Alere Inc. (Alere), amobilized its teams across multiple fronts to develop and launch the following new diagnostic devicetests for COVID-19 in 2020:  

In March, Abbott launched a molecular test using polymerase chain reaction (PCR) methods on its m2000™ RealTime lab-based platform to detect COVID-19 pursuant to an Emergency Use Authorization (EUA) in the U.S. and CE Mark.
In March, Abbott also launched a molecular test to detect COVID-19 on its ID NOW™ rapid point-of-care platform in the U.S. pursuant to an EUA.
In April, Abbott launched an IgG (Immunoglobulin G) lab-based serology blood test on its ARCHITECT® i1000SR and i2000SR® laboratory instruments for the detection of an antibody to determine if someone was previously infected with the virus.  The serology test was granted an EUA in the U.S. and CE Mark in April.
In May, Abbott launched a lab-based serology blood test on its Alinity® i system pursuant to an EUA in the U.S. and CE Mark.
In May, Abbott also launched a molecular PCR test on its Alinity m system to detect COVID-19 pursuant to an EUA in the U.S. Abbott received CE Mark for this test in June.
In June, Abbott launched a lateral flow COVID-19 rapid antibody test on its Panbio™ system in select countries pursuant to a CE Mark. This serology test detects an antibody to determine if someone was previously infected with the virus.
In August, Abbott launched its AdviseDx SARS-CoV-2 IgM (Immunoglobulin M) lab-based serology test for use on its ARCHITECT and Alinity platforms pursuant to a CE Mark. Abbott was granted an EUA in the U.S. for this test in October.
In August, Abbott launched its BinaxNOW™ COVID-19 Ag Card test, a portable, lateral flow rapid test to detect COVID-19 pursuant to an EUA in the U.S.
In September, Abbott launched its Panbio rapid antigen test to detect COVID-19 pursuant to a CE Mark.  In October, Abbott received approval by the World Health Organization for emergency use listing for the Panbio antigen test.
In December, Abbott received CE Mark and launched its SARS-CoV-2-IgG II quantitative lab-based serology blood test for use on its ARCHITECT and Alinity i platforms.
In December, Abbott received an EUA in the U.S. for virtually guided at-home use of its BinaxNOW COVID-19 Ag Card rapid test to detect COVID-19 and launched the product for at-home use.
In December, Abbott launched its multiplex molecular test on its Alinity m system to detect COVID-19, flu A, flu B, and respiratory syncytial virus (RSV) pursuant to a CE Mark.

21

In 2020, Abbott’s COVID-19 testing related sales totaled approximately $3.884 billion, led by sales related to Abbott’s BinaxNOW, Panbio and service provider,ID NOW rapid testing platforms.

In addition to negatively impacting routine core diagnostic testing volumes, the pandemic negatively affected the number of cardiovascular and neuromodulation procedures performed by health care providers globally, thereby reducing the demand for $51.00 per common shareAbbott’s cardiovascular and neuromodulation devices and routine diagnostic tests in cash, which equated2020.  The decrease began in February in China as that country implemented quarantine restrictions and postponed non-emergency health care activities.  The negative impact on cardiovascular and neuromodulation procedures and routine diagnostic tests expanded to a purchase priceother countries and geographic regions as COVID-19 spread geographically in the first half of approximately $4.5 billion. As part2020 and health care systems in these countries shifted their focus to fighting COVID-19.

The extent of the acquisition, impact and the timing of a recovery in the number of procedures and routine testing in a particular country or geographic region depended upon the progression of COVID-19 cases in the country or region.  The recovery in procedures and routine testing volumes in China began in March.  In other parts of the world, such as the U.S. and Europe, volumes improved across Abbott’s hospital-based businesses as the second quarter progressed and the improvement continued in the third quarter.  However, in the fourth quarter, the improving trends in the demand for procedures and routine testing flattened or were negatively impacted depending upon the business and the region as many countries experienced an increase in the number of COVID-19 cases and hospitalizations.

Abbott’s branded generic pharmaceuticals business was also negatively affected by the pandemic in 2020 as COVID-19 spread across emerging market countries in the second and third quarters of 2020.  Abbott’s nutritional and diabetes care businesses were the least affected by the pandemic as is further discussed below.

Abbott tenderedis continually implementing business continuity plans in the face of the pandemic.  Due to the critical nature of its products and services, Abbott was generally exempt from governmental orders issued during the first quarter of 2020 in the U.S. and other countries requiring businesses to cease operations. The majority of its office-based work was conducted remotely during the period of such governmental orders and the company implemented strict travel restrictions.  As some governmental orders were lifted in May and June 2020, Abbott entered a new phase in its operations whereby some office-based employees started working at Abbott’s offices on a rotational basis.  As various governmental orders and guidelines were modified in the fourth quarter to put in place new restrictions, Abbott continued to ensure that its guidance was aligned with such restrictions.  Abbott has taken aggressive steps to limit exposure and enhance the safety of facilities for Alere's preferred shares forits employees.

Due to the unpredictability of the duration and impact of the current COVID-19 pandemic, the extent to which the COVID-19 pandemic will have a total value of approximately $0.7 billion. In addition, approximately $3.0 billion of Alere's debt was assumed and subsequently repaid. The acquisition establishes Abbott as a leader in point of care testing, expands Abbott's global diagnostics presence and provides access to new products, channels and geographies. Abbott's Diagnostic Products reportable segment includes thematerial effect on its business, financial condition or results of Alere fromoperations is uncertain.

While Abbott’s 2020 sales were most significantly affected by the date of acquisition.

        On January 4, 2017, Abbott completedCOVID-19 pandemic, the acquisition of St. Jude Medical, Inc. (St. Jude Medical), a global medical device manufacturer, for approximately $23.6 billion, including approximately $13.6 billionincrease in cash and approximately $10 billion in Abbott common shares, based on Abbott's closing stock price on the acquisition date. As part of the acquisition, approximately $5.9 billion of St. Jude Medical's debt was assumed, repaid or refinanced by Abbott. The acquisition provides expanded opportunities for future growth and is an important part of the company's ongoing effort to develop a strong, diverse portfolio of devices, diagnostics, nutritionals and branded generic pharmaceuticals. The combined business competes in nearly every area of the $30 billion cardiovascular device market, as well as in neuromodulation which treats chronic pain and movement disorders. Abbott's Cardiovascular and Neuromodulation reportable segment includes the results of its historical Vascular Products segment and the results of the businesses acquired from St. Jude Medical from the date of acquisition.

        In February 2017, Abbott completed the sale of Abbott Medical Optics (AMO), its vision care business, to Johnson & Johnson for $4.325 billion in cash. The decision to sell AMO reflected Abbott's proactive shaping of its portfolio in line with its strategic priorities. In 2017, Abbott recognized a pre-tax gain of $1.163 billion and an after-tax gain of $728 million related to the sale of AMO. The operating results of AMO were included in Earnings from Continuing Operations up to the date of sale as the business did not qualify for reporting as discontinued operations.

        On February 27, 2015, Abbott completed the sale of its developed markets branded generics pharmaceuticals business, which was previously included in the Established Pharmaceutical Products segment, to Mylan Inc. for 110 million ordinary shares of Mylan N.V., a newly formed entity that combined Mylan's existing business with Abbott's developed markets branded generics pharmaceuticals business. Abbott retained the branded generics pharmaceuticals business and products of its Established Pharmaceutical Products segment in emerging markets. In April 2015, Abbott sold 40.25 million of its Mylan N.V. ordinary shares and in 2017, Abbott sold the remaining 69.75 million ordinary shares. Proceeds from the sale of the 110 million ordinary shares totaled $5.0 billion.

        Thetotal sales increase over the last three years was driven primarily byalso reflects volume growth due to the 2017 acquisitionsintroduction of St. Jude Medical and Alere andnew products across various businesses as well as higher sales growth in the established pharmaceuticals and diagnostics businesses. In 2017, the acquisitions of St. Jude Medical and Alere, partially offset by the sale of AMO, contributed 26.5 percentage points of Abbott's total sales growth.various existing products.  Sales in emerging markets, which represent


approximately 4037 percent of total company sales, increased 13.92.0 percent in 20172020 and 6.38.2 percent in 2016,2019, excluding the impact of foreign exchange. (Emerging markets include all countries except the United States, Western Europe, Japan, Canada, Australia and New Zealand.)

Over the last three years, Abbott'sAbbott’s operating margin was impactedas a percentage of sales increased from 11.9 percent in 2018 to 14.2 percent in 2019 and 15.5 percent in 2020.  The increase in 2020 reflects the sales volume increases in the rapid and molecular diagnostics businesses, partially offset by several factors.lower Medical Devices sales due to the impact of the pandemic and the unfavorable effect of foreign exchange.  In 2017, Abbott'saddition, a reduction in the costs associated with business acquisitions and restructuring activities drove an improvement in operating margins from 2018 to 2020.  In 2019, the increase in Abbott’s operating margin also reflects margin improvement in various businesses and lower intangible amortization expense compared to 2018.

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 decreased 3.8 percent in 2020 and increased 10.5 percent in 2019.  The sales decrease in 2020 was driven by approximately 900 basis pointsAbbott’s cardiovascular and neuromodulation businesses due primarily to reduced procedure volumes as a result of the COVID-19 pandemic.  These decreases were partially offset by double-digit growth in Diabetes Care.  The sales increase in 2019 was driven primarily by higher Diabetes Care, Structural Heart, Electrophysiology and Heart Failure sales.

22

In 2020, operating earnings for the Medical Devices segment decreased 19.4 percent. The operating margin profile decreased from 30.8 percent of sales in 2019 to 25.8 percent in 2020 primarily due to costs associated withlower sales and manufacturing volumes as a result of the acquisitions, including higher intangible amortization expense, inventory step-up amortizationpandemic and integration costs,pricing pressures on drug eluting stents (DES) as a result of market competition in the U.S. and other major markets.

In 2020, key product approvals in the Medical Devices segment included:

CE Mark for Abbott’s Tendyne™ Transcatheter Mitral Valve Implantation system for the treatment of significant mitral regurgitation (MR) in patients requiring a heart valve replacement who are not candidates for open-heart surgery or transcatheter mitral valve repair,
CE Mark for Abbott’s TriClip® heart valve repair system, the world’s first minimally invasive, clip-based device for repair of a leaky tricuspid heart valve,
U.S. Food and Drug Administration (FDA) clearance of FreeStyle® Libre 2 as an integrated continuous glucose monitoring (iCGM) system for adults and children ages 4 and older with diabetes,  
CE Mark for Abbott’s FreeStyle Libre 3 system, which automatically delivers real time, up-to-the-minute glucose readings, 14-day accuracy and real-time glucose alarms,  
CE Mark for the Libre Sense™ Glucose Sport Biosensor that provides continuous glucose monitoring to help athletes better understand the efficacy of their nutrition choices on training and athletic performance,
U.S. FDA approval of the next-generation Gallant™ implantable cardioverter defibrillator and cardiac resynchronization therapy defibrillator devices which help manage heart rhythm disorders and offer Bluetooth technology and a new patient smartphone app for improved remote monitoring and enhanced patient-physician engagement,
CE Mark for MitraClip® G4, Abbott’s next-generation MitraClip mitral valve repair device,
CE Mark of EnSite™ X EP System, a next-generation 3D cardiac mapping platform used for ablation therapy to treat abnormal heart rhythms,
U.S. FDA clearance and CE Mark of the IonicRF™ Generator, a non-surgical, minimally invasive device that uses heat to target specific nerves for the management of chronic pain, and
U.S. FDA approval of updated labeling to allow Abbott’s HeartMate 3™ heart pump to be used in pediatric patients with advanced refractory left ventricular heart failure.

In Abbott’s worldwide diagnostics business, sales increased 40.6 percent in 2020 and 5.9 percent in 2019, excluding the impact of foreign exchange.  As was discussed above, sales growth in 2020 was driven by demand for Abbott's portfolio of COVID-19 diagnostics tests across its rapid and lab-based platforms, partially offset by lower volumes of routine laboratory testing due to the pandemic.  Growth in 2019 reflected continued market penetration by the core laboratory business in the U.S. and internationally.  The 2019 growth included the continued adoption by customers of Alinity, which is Abbott’s integrated family of next-generation diagnostic systems and solutions that are designed to increase efficiency by running more tests in less space, generating test results faster and minimizing human errors while continuing to provide quality results.

Abbott has regulatory approvals in the U.S., Europe, China, and other markets for the “Alinity c” and “Alinity i” instruments and has continued to build out its test menu for clinical chemistry and immunoassay diagnostics.  Abbott has obtained regulatory approval for the “Alinity h” instrument for hematology in Europe and Japan.  Abbott has also obtained regulatory approvals in the U.S. and Europe for the “Alinity s” (blood screening) and “Alinity m” (molecular) instruments and several testing assays.

In 2020, operating earnings for the Diagnostics segment increased 94.8 percent. The operating margin improvement across various businesses. In 2016 and 2015, Abbott expanded its operating margin by approximately 120 basis points per yearprofile increased from 24.9 percent of sales in 2018 to 34.5 percent in 2020 primarily due to margin improvementhigher sales in the nutritional2020 in Rapid Diagnostics and diagnostics businesses.Molecular Diagnostics, partially offset by lower volumes of routine testing in Core Laboratory.

23

In Abbott'sAbbott’s worldwide nutritional products business, sales over the last three years were positively impacted by numerous new product introductions, including the roll-outs of human milk oligosaccharide, or HMO, in infant formula and of high-protein Ensure®, that leveraged Abbott’s strong brands. Sales were also positively affected by demographics such as an aging population and an increasing rate of chronic disease in developed markets and the rise of a middle class in many emerging markets,markets.  Excluding the impact of foreign exchange, total adult nutrition sales increased 10.3 percent in 2020 and 6.6 percent in 2019 led by the continued growth of Ensure, Abbott’s market-leading complete and balanced nutrition brand, and Glucerna®, Abbott’s market-leading diabetes-specific nutrition brand, across several countries.  The 2019 sales growth was partially offset by the unfavorable impact of the discontinuation of a non-core product line in the U.S.  Excluding the impact of foreign exchange, total pediatric nutrition sales increased 0.3 percent in 2020 and 3.4 percent in 2019 driven by the PediaSure® and Pedialyte® brands in the U.S. as well as by numerous new product introductions that leveraged Abbott's strong brands. These positive factors were offset by challenging conditions in various markets over the last three years. In 2017, the nutritionals business experienced growth in the U.S. due to above-market performance in Abbott's infant and toddler brands, including PediaSure®, Pedialyte®product growth across several markets in Asia and Similac®. Increased 2017 sales in China and India wereLatin America, partially offset by challenging market conditionsdynamics in the infant formula marketcategory in various emerging markets. With respect to the profitability of the nutritional products business, manufacturing and distribution process changes, as well as other cost reductions drove margin improvements across the business over the last three years although such improvements were offsetGreater China.  The 2020 increase was also driven by increased commodity costs in 2017. The decrease in operating margins for this business from 25.0 percent of sales in 2015 to 22.9 percent in 2017 was almost entirely due to the negative impact of foreign exchange.

        In Abbott's worldwide diagnostics business, sales growth over the last three years reflected the acquisition of Alere in October of 2017, as well as continued market penetration by the Core Laboratory business in the U.S. and China, and growth in other emerging markets. In addition, the Point of Care diagnostics business experienced sales growth led by the continued adoption of Abbott's i-STAT® handheld system. Worldwide diagnostic sales increased 16.7 percent in 2017 and 5.5 percent in 2016, excluding the impact of foreign exchange. Excluding the impact of the Alere acquisition, as well as the impact of foreign exchange,higher Similac® sales in the Diagnostics Products segment increased 5.5 percent in 2017. In 2017, Abbott continued the international roll-out of its recently launched Alinity systems for the core laboratory, including "Alinity c" for clinical chemistry, "Alinity i" for immunoassay diagnostics and "Alinity s" for blood and plasma screening. In the fourth quarter of 2017, Abbott received FDA approval in the U.S. for the "Alinity c" and "Alinity i" instruments for clinical chemistry and immunoassay diagnostics. Alinity is an integrated family of next-generation diagnostic systems and solutions which are designed to increase efficiency by running more tests in less space, generating test results faster and minimizing human errors while continuing to provide quality results.

        Margin improvement continued to be a key focus for the diagnostics business in 2017 although such improvements were partially offset by the negative impact of foreign exchange. Operating margins increased from 25.2 percent of sales in 2015 to 26.1 percent in 2017 as the business continued to execute on efficiency initiatives in the manufacturing and supply chain functions.

The Established Pharmaceutical Products segment focuses on the sale of its products in emerging markets after the sale of its developed markets business to Mylan on February 27, 2015.markets.  Excluding the impact of foreign exchange, Established Pharmaceutical sales from continuing operations increased 9.51.9 percent in 20172020 and 10.57.3 percent in 2016.2019.  The sales increaseincreases in 2017 was driven by double-digit growth2020 and 2019 reflect higher sales in several geographies including India, China, Brazil and various countries in Latin America.Russia.  Operating margins increaseddecreased from 17.720.2 percent of sales in 20152018 to 19.818.5 percent in 2017.

        Since2020 primarily due to the beginning of the first quarter of 2017, the results of Abbott's Cardiovascular and Neuromodulation Products segment includes Abbott's historical Vascular Products segment and


St. Jude Medical from the date of acquisition. Excluding theunfavorable impact of foreign exchange, sales in the Cardiovascular and Neuromodulation Products segment increased 207.4 percent in 2017 and 4.5 percent in 2016. The sales increase in 2017 was driven by the acquisition of St. Jude Medical. Excluding the impact of the acquisition, as well as the impact of foreign exchange, sales in the Cardiovascular and Neuromodulation Products segment were essentially unchanged in 2017 versus the prior year. In 2017, higher Structural Heart and endovascular sales were offset by lower coronary stent sales and the comparison impact from the favorable 2016 resolution of a third-party royalty agreement. In 2016, sales growth was driven by double-digit growth in Abbott's sales of its MitraClip structural heart device for the treatment of mitral regurgitation, as well as endovascular franchise sales growth. These increases were partially offset by pricing pressures primarily related to drug-eluting stents (DES)product mix and lower market share for Abbott's XIENCE DES franchise in certain geographies. In 2017, operating earnings for this segment increased over 160 percent; the operating margin profile declined from 38.0 percent of sales in 2015gross margins.

With respect to 30.5 percent in 2017 primarily dueAbbott’s financial position, at December 31, 2020, Abbott’s cash and cash equivalents and short-term investments total approximately $7.1 billion compared to the mix of business resulting from the acquisition of St. Jude Medical and ongoing pricing pressures in the coronary business.

        In 2017, Abbott obtained regulatory approval for various products in addition to the approvals described above in the diagnostics business. In its Cardiovascular and Neuromodulation Products segment, Abbott received U.S. FDA approvals for magnetic resonance (MR) conditional labeling across its full suite of pacemaker, implantable cardioverter defibrillator (ICD), and cardiac resynchronization therapy defibrillator (CRT-D) devices. Abbott announced CE Mark and received U.S. FDA clearance for its Confirm Rx Insertable Cardiac Monitor (ICM), the first and only smartphone-compatible ICM designed to help physicians remotely identify cardiac arrhythmias. Abbott received U.S. FDA approval for its HeartMate 3 system, which helps a weak heart pump blood through the body for advanced heart failure patients in need of short-term hemodynamic support (bridge-to-transplant or bridge to myocardial recovery). Abbott obtained CE Mark for its XIENCE Sierra product, which is the next generation of its drug-eluting coronary stent system. In its diabetes business, Abbott received U.S. FDA approval for its FreeStyle Libre system, which is the only continuous glucose monitoring system that does not require any user calibration.

        Abbott's short- and long-term debt totaled $27.9 billion and $22.0$4.1 billion at December 31, 2017 and 2016, respectively. At December 31, 2017, Abbott's2019.  Abbott’s long-term debt rating was BBB by Standard and Poor's Corporationshort-term borrowings total $18.7 billion and Baa3 by Moody's Investors Service (Moody's). In February 2018, Moody's raised Abbott's rating to Baa2 with a positive outlook. Abbott is committed to reducing its debt levels following the recent acquisitions of St. Jude Medical and Alere. In January 2018, Abbott repaid $3.95$18.1 billion of debt and anticipates additional debt repayments throughout 2018. On February 16, 2018, the board of directors authorized the additional redemption of up to $5 billion of currently outstanding long-term notes.

        In the first quarter of 2017, as part of the acquisition of St. Jude Medical, Abbott assumed outstanding debt previously issued by St. Jude Medical. Abbott exchanged certain St. Jude Medical debt obligations with an aggregate principal amount of approximately $2.9 billion for debt issued by Abbott which consists of: $473.8 million of 2.00% Senior Notes due 2018; $483.7 million of 2.80% Senior Notes due 2020; $818.4 million of 3.25% Senior Notes due 2023; $490.7 million of 3.875% Senior Notes due 2025; and $639.1 million of 4.75% Senior Notes due 2043. Following this exchange, approximately $194.2 million of existing St. Jude Medical notes remain outstanding across the five series of existing notes which have the same coupons and maturities as those listed above. There were no significant costs associated with the exchange of debt. In addition, during the first quarter of 2017, Abbott assumed and subsequently repaid approximately $2.8 billion of various St. Jude Medical debt obligations.

        On January 4, 2017, as part of funding the cash portion of the St. Jude Medical acquisition, Abbott borrowed $2.0 billion under a 120-day senior unsecured bridge term loan facility. This facility was repaid during the first quarter of 2017. In 2017, Abbott also issued 364-day yen-denominated debt, of which $195 million was outstanding at December 31, 2017. Abbott also paid off a $479 million yen-denominated short-term borrowing during the year.


        On July 31, 2017, Abbott entered into a 5-year term loan agreement that allowed Abbott to borrow up to $2.8 billion on an unsecured basis for the acquisition of Alere. On October 3, 2017, Abbott borrowed $2.8 billion under this term loan agreement to finance the acquisition of Alere, to repay certain indebtedness of Abbott2020 and Alere, and to pay fees and expenses in connection with the acquisition. Borrowings under the term loan bore interest based on a Eurodollar rate, plus an applicable margin based on Abbott's credit ratings. Abbott paid off this term loan on January 5, 2018.2019, respectively.

        On October 3, 2017, Abbott borrowed $1.7 billion under its lines of credit. Proceeds from such borrowing were used to finance the acquisition of Alere, to repay certain indebtedness of Abbott and Alere, and to pay fees and expenses in connection with the acquisition. The $1.7 billion borrowing was payable on July 10, 2019 and bore interest based on a Eurodollar rate, plus an applicable margin based on Abbott's credit ratings. In the fourth quarter of 2017, Abbott paid off $550 million on the revolving loan. Abbott paid off the remaining balance on this revolving loan on January 5, 2018.

        In anticipation of the acquisition of St. Jude Medical, in November 2016, Abbott issued $15.1 billion of long-term debt consisting of $2.85 billion at 2.35% maturing in 2019; $2.85 billion at 2.90% maturing in 2021; $1.50 billion at 3.40% maturing in 2023; $3.00 billion at 3.75% maturing in 2026; $1.65 billion at 4.75% maturing in 2036; and $3.25 billion at 4.90% maturing in 2046. In November 2016, Abbott also entered into interest rate swap contracts totaling $3.0 billion related to the new debt, which have the effect of changing Abbott's obligation from a fixed interest rate to a variable interest rate obligation on the related debt instruments.

Abbott declared dividends of $1.075$1.53 per share in 20172020 compared to $1.045$1.32 per share in 2016,2019, an increase of approximately 3%.16 percent.  Dividends paid were $1.849totaled $2.560 billion in 20172020 compared to $1.539$2.270 billion in 2016.2019.  The year-over-year change in the amount of dividends paid primarily reflects the impact of the increase in the dividend rate and the additional shares issued to finance the St. Jude Medical acquisition.rate.  In December 2017,2020, Abbott increased the company'scompany’s quarterly dividend by approximately 6%25 percent to $0.280$0.45 per share from $0.265$0.36 per share, effective with the dividend paid in February 2018.2021.

In 2018,2021, Abbott will focus on integrating Alerecontinuing to meet the demand for COVID-19 tests and paying down debt, as well aswill continue to invest in product development areas that provide the opportunity for strong sustainable growth over the next several other key initiatives. The focus of the integration will be to create an organization that expands Abbott'syears.  In its diagnostics business into new products, channels and geographies. In the cardiovascular and neuromodulation business, Abbott will continue to build its product portfolio and focus on obtaining product approvals across numerous countries.

driving market adoption and geographic expansion of its Alinity suite of diagnostics instruments.  In the nutritionalmedical devices business, Abbott will continue to buildfocus on expanding its productmarket position in various areas including diabetes care, structural heart, electrophysiology, and heart failure.  In its nutritionals business, Abbott will continue to focus on driving growth globally and further enhancing its portfolio with the introduction of newline extensions of its science-based products, expand in high-growth emerging markets and implement additional margin improvement initiatives.products.  In the established pharmaceuticals business, Abbott will continue to focus on obtaining additional product approvals across numerous countriesgrowing its business with the depth and increasingbreadth of its penetration ofportfolio in emerging markets. In Abbott's other segments, Abbott will focus on developing differentiated technologies in higher growth markets.

24

Critical Accounting Policies

Sales Rebates — In 2017,2020, approximately 4341 percent of Abbott'sAbbott’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.  Most of these rebates and allowances in 20172020 are in the Nutritional Products and Diabetes Care segments.businesses.  Abbott provides rebates to state agencies that administer the Special Supplemental Nutrition Program for Women, Infants, and Children (WIC), wholesalers, group purchasing organizations, and other government agencies and private entities.  Rebate amounts are usually based upon the volume of purchases using contractual or statutory prices for a product.  Factors used in the rebate calculations include the identification of which products have been sold subject to a rebate, which customer or government agency price terms apply, and the estimated lag time between sale and payment of a rebate.  Using historical trends, adjusted for current changes, Abbott estimates the amount of the rebate that will


be paid, and records the liability as a reduction of gross sales when Abbott records its sale of the product.  Settlement of the rebate generally occurs from one to six months after sale.  Abbott regularly analyzes the historical rebate trends and makes adjustments to reserves for changes in trends and terms of rebate programs.  Rebates and chargebacks charged against gross sales in 2017, 20162020, 2019 and 20152018 amounted to approximately $2.8$3.3 billion, $2.5$3.1 billion and $2.2$3.0 billion, respectively, or 20.520.1 percent, 22.919.1 percent and 21.619.0 percent of gross sales, respectively, based on gross sales of approximately $13.9$16.6 billion, $10.7$16.3 billion and $10.3$16.0 billion, respectively, subject to rebate.  A one-percentage point increase in the percentage of rebates to related gross sales would decrease net sales by approximately $139$166 million in 2017.2020.  Abbott considers a one-percentage point increase to be a reasonably likely increase in the percentage of rebates to related gross sales.  Other allowances charged against gross sales were approximately $199$207 million, $160$169 million and $124$175 million for cash discounts in 2017, 20162020, 2019 and 2015,2018, respectively, and $204$232 million, $242$192 million and $238$191 million for returns in 2017, 20162020, 2019 and 2015,2018, respectively.  Cash discounts are known within 15 to 30 days of sale, and therefore can be reliably estimated.  Returns can be reliably estimated because Abbott'sAbbott’s historical returns are low, and because sales returns terms and other sales terms have remained relatively unchanged for several periods.

Management analyzes the adequacy of ending rebate accrual balances each quarter.  In the domestic nutritional business, management uses both internal and external data available to estimate the levelaccruals.  In the WIC business, estimates are required for the amount of inventoryWIC 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 the distribution channel. Management has access to several large customers' inventory management data, and for other customers, utilizes data from a third party that measures time on the retail shelf. These sources allow management to make reliable estimates of inventory in the distribution channel. Except forcontract price or a transition period before or after a change in the supplier for the WIC business in a state, inventory inaccruals are based on historical redemption rates and data from the distribution channel does not vary substantially.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. InInventory in the WIC business,retail distribution channel does not vary substantially. Management has access to several large customers' inventory management data, which allows management to make reliable estimates of inventory in the state where the sale is made, which is the determining factor for the applicable price, is reliably determinable. Estimates are required for the amount of WIC sales within each state where Abbott has the WIC business. External data sources utilized for that estimate are participant data from the U.S. Department of Agriculture (USDA), which administers the WIC program, participant data from some of the states, and internally administered market research. The USDA has been making its data available for many years. Internal data includes historical redemption rates and pricing data.retail distribution channel. At December 31, 2017,2020, Abbott had WIC business in 2927 states.

Historically, adjustments to prior years'years’ rebate accruals have not been material to net income.  Abbott employs various techniques to verify the accuracy of claims submitted to it, and where possible, works with the organizations submitting claims to gain insight into changes that might affect the rebate amounts.  For government agency programs, the calculation of a rebate involves interpretations of relevant regulations, which are subject to challenge or change in interpretation.

Income TaxesAbbott operates in numerous countries where its income tax returns are subject to audits and adjustments.  Because Abbott operates globally, the nature of the audit items is often very complex, and the objectives of the government auditors can result in a tax on the same income in more than one country.  Abbott employs internal and external tax professionals to minimize audit adjustment amounts where possible.  In accordance with the accounting rules relating to the measurement of tax contingencies, in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more than 50 percent likely to be realized upon resolution of the benefit.  Application of these rules requires a significant amount of judgment.  In the U.S., Abbott'sAbbott’s federal income tax returns through 20132016 are settled except forsettled.  Undistributed foreign earnings remain indefinitely reinvested in foreign operations.  Determining the federal incomeamount of unrecognized deferred tax returns of the former Alere consolidated group which are settled through 2012. No additional income taxes have been provided forliability related to any remaining undistributed foreign earnings not subject to the transition tax related to the U.S. Tax Cuts and Jobs Act, or any additional outside basis differences that exist, as these amounts continue to be indefinitely reinvesteddifference in its foreign operations.entities is not practicable.

25

Pension and Post-Employment Benefits — Abbott offers pension benefits and post-employment health care to many of its employees.  Abbott engages outside actuaries to assist in the determination of the


obligations and costs under these programs.  Abbott must develop long-term assumptions, the most significant of which are the health care cost trend rates, discount rates and the expected return on plan assets.  The discount rates used to measure liabilities were determined based on high-quality fixed income securities that match the duration of the expected retiree benefits.  The health care cost trend rates represent Abbott'sAbbott’s expected annual rates of change in the cost of health care benefits and are a forward projection of health care costs as of the measurement date.  A difference between the assumed rates and the actual rates, which will not be known for years, can be significant in relation to the obligations and the annual cost recorded for these programs.  Low interest rates have significantly increased actuarial losses for these plans.  At December 31, 2017,2020, pretax net actuarial losses and prior service costs and (credits) recognized in Accumulated other comprehensive income (loss) were net losses of $4.6 billion for Abbott'sAbbott’s defined benefit plans and net losses of $419 million for Abbott’s medical and dental plans were losses of $3.5 billion and $248 million, respectively.plans. Actuarial losses and gains are amortized over the remaining service attribution periods of the employees under the corridor method, in accordance with the rules for accounting for post-employment benefits.  Differences between the expected long-term return on plan assets and the actual annual return are amortized over a five-year period. Note 13 to the consolidated financial statements describes the impact of a one-percentage point change in the health care cost trend rate; however, there can be no certainty that a change would be limited to only one percentage point.

Valuation of Intangible Assets— Abbott has acquired and continues to acquire significant intangible assets that Abbott records at fair value at the acquisition date.  Transactions involving the purchase or sale of intangible assets occur with some frequency between companies in the health care field and valuations are usually based on a discounted cash flow analysis.  The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, risk, cost of capital, terminal values and market participants.  Each of these factors can significantly affect the value of the intangible asset.  Abbott engages independent valuation experts who review Abbott'sAbbott’s critical assumptions and calculations for acquisitions of significant intangibles.  Abbott reviews definite-lived intangible assets for impairment each quarter using an undiscounted net cash flows approach.  If the undiscounted cash flows of an intangible asset are less than the carrying value of an intangible asset, the intangible asset is written down to its fair value, which is usually the discounted cash flow amount.  Where cash flows cannot be identified for an individual asset, the review is applied at the lowest group level for which cash flows are identifiable.  Goodwill and indefinite-lived intangible assets, which relate to in-process research and development acquired in a business combination, are reviewed for impairment annually or when an event that could result in impairment occurs.  At December 31, 2017,2020, goodwill amounted to $24.0$23.7 billion and net intangibles amounted to $21.5$14.8 billion.  Amortization expense in continuing operations for intangible assets amounted to $2.0$2.1 billion in 2017, $550 million2020, $1.9 billion in 20162019 and $601 million$2.2 billion in 2015.2018.  There was no significant reduction of goodwill relating to impairments in 2017, 20162020, 2019 and 2015.2018.

Litigation— Abbott accounts for litigation losses in accordance with FASBFinancial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No. 450, "Contingencies."“Contingencies.” Under ASC No. 450, loss contingency provisions are recorded for probable losses at management'smanagement’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded.  These estimates are often initially developed substantially earlier than the ultimate loss is known, and the estimates are refined each accounting period as additional information becomes known.  Accordingly, Abbott is often initially unable to develop a best estimate of loss, and therefore the minimum amount, which could be zero, is recorded.  As information becomes known, either the minimum loss amount is increased, resulting in additional loss provisions, or a best estimate can be made, also resulting in additional loss provisions.  Occasionally, a best estimate amount is changed to a lower amount when events result in an expectation of a more favorable outcome than previously expected.  Abbott estimates the range of possible loss to be from approximately $115$90 million to $160$120 million for its legal proceedings and environmental exposures.  Accruals of approximately $135$105 million have been recorded at December 31, 20172020 for these proceedings and exposures.  These accruals represent management'smanagement’s best estimate of probable loss, as defined by FASB ASC No. 450, "Contingencies."“Contingencies.”


26

Results of Operations

Sales

The following table details the components of sales growth by reportable segment for the last two years:

 
  
 Components of % Change 
 
 Total
% Change
 2017
Business
Acquisitions/
Divestitures
 Price Volume Exchange 

Total Net Sales

                

2017 vs. 2016

  
31.3
  
26.5
  
(0.6

)
 
5.1
  
0.3
 

2016 vs. 2015

  2.2    (1.1) 5.9  (2.6)

Total U.S.

  
 
  
 
  
 
  
 
  
 
 

2017 vs. 2016

  
49.1
  
46.9
  
(0.9

)
 
3.1
  
 

2016 vs. 2015

  3.4    (2.9) 6.3   

Total International

  
 
  
 
  
 
  
 
  
 
 

2017 vs. 2016

  
23.3
  
17.3
  
(0.4

)
 
6.0
  
0.4
 

2016 vs. 2015

  1.6    (0.3) 5.7  (3.8)

Established Pharmaceutical Products Segment

  
 
  
 
  
 
  
 
  
 
 

2017 vs. 2016

  
11.1
  
  
2.3
  
7.2
  
1.6
 

2016 vs. 2015

  3.7    3.0  7.5  (6.8)

Nutritional Products Segment

  
 
  
 
  
 
  
 
  
 
 

2017 vs. 2016

  
0.4
  
  
0.3
  
0.3
  
(0.2

)

2016 vs. 2015

  (1.1)   (0.4) 1.6  (2.3)

Diagnostic Products Segment

  
 
  
 
  
 
  
 
  
 
 

2017 vs. 2016

  
16.7
  
11.2
  
(1.1

)
 
6.6
  
 

2016 vs. 2015

  3.6    (1.2) 6.7  (1.9)

Cardiovascular and Neuromodulation Products Segment

  
 
  
 
  
 
  
 
  
 
 

2017 vs. 2016

  
207.7
  
207.2
  
(4.3

)
 
4.5
  
0.3
 

2016 vs. 2015

  3.7    (5.3) 9.8  (0.8)

Components of % Change

Total

    

% Change

    

Price

    

Volume

    

Exchange

Total Net Sales

 

  

 

  

 

  

 

  

2020 vs. 2019

 

8.5

 

(0.4)

 

10.2

 

(1.3)

2019 vs. 2018

 

4.3

 

0.2

 

7.3

 

(3.2)

Total U.S.

 

 

 

 

2020 vs. 2019

 

14.2

 

(1.1)

 

15.3

 

2019 vs. 2018

 

5.2

 

(0.4)

 

5.6

 

Total International

 

 

 

 

2020 vs. 2019

 

5.3

 

0.1

 

7.2

 

(2.0)

2019 vs. 2018

 

3.9

 

0.5

 

8.3

 

(4.9)

Established Pharmaceutical Products Segment

 

 

 

 

2020 vs. 2019

 

(4.1)

 

2.7

 

(0.8)

 

(6.0)

2019 vs. 2018

 

1.4

 

3.0

 

4.3

 

(5.9)

Nutritional Products Segment

 

 

 

 

2020 vs. 2019

 

3.2

 

0.8

 

3.9

 

(1.5)

2019 vs. 2018

 

2.5

 

0.9

 

3.9

 

(2.3)

Diagnostic Products Segment

 

 

 

 

2020 vs. 2019

 

40.1

 

(0.8)

 

41.4

 

(0.5)

2019 vs. 2018

 

2.9

 

(0.5)

 

6.4

 

(3.0)

Medical Devices Segment

 

 

 

 

2020 vs. 2019

 

(3.7)

 

(1.9)

 

(1.9)

 

0.1

2019 vs. 2018

 

7.6

 

(0.9)

 

11.4

 

(2.9)

The increase in Total Net Sales in 20172020 reflects the acquisitions of St. Jude Medical and Alere, as well as organicvolume growth in the established pharmaceuticalsDiagnostics and diagnostics businesses.Nutritional Products segments.  In Medical Devices, the impact of COVID-19 on Abbott’s cardiovascular and neuromodulation businesses was partially offset by double-digit volume growth in Diabetes Care.  The increase in 2016Total Net Sales in 2019 reflects unitvolume growth partially offset by the impactacross all of unfavorable foreign exchange.Abbott’s segments.  The price declines related to the Cardiovascular and Neuromodulation ProductsMedical Devices segment in 20172020 and 20162019 primarily reflect DES pricing pressure on drug eluting stents (DES)pressures as a result of market competition in the U.S. and other major markets.


27

A comparison of significant product and product group sales is as follows.  Percent changes are versus the prior year and are based on unrounded numbers.

 

Total

 

Impact of

 

Total Change

    

2020

    

2019

    

Change

    

Exchange

    

Excl. Exchange

(dollars in millions)

Total Established Pharmaceuticals —

 

  

 

  

 

  

 

  

Key Emerging Markets

$

3,209

$

3,392

 

(5)

%  

(8)

%  

3

%

Other

 

1,094

1,094

 

 

1

 

(1)

Nutritionals —

 

 

 

 

International Pediatric Nutritionals

 

2,140

2,282

 

(6)

 

(2)

 

(4)

U.S. Pediatric Nutritionals

 

1,987

1,879

 

6

 

 

6

International Adult Nutritionals

 

2,228

2,017

 

11

 

(3)

 

14

U.S. Adult Nutritionals

 

1,292

1,231

 

5

 

 

5

Diagnostics —

 

 

 

 

Core Laboratory

 

4,475

4,656

 

(4)

 

(1)

 

(3)

Molecular

 

1,438

442

 

225

 

(1)

 

226

Point of Care

 

516

561

 

(8)

 

 

(8)

Rapid Diagnostics

 

4,376

���

2,054

 

113

 

1

 

112

Medical Devices —

 

 

 

 

Rhythm Management

 

1,914

2,144

 

(11)

 

 

(11)

Electrophysiology

 

1,578

1,721

 

(8)

 

1

 

(9)

Heart Failure

 

740

769

 

(4)

 

 

(4)

Vascular (a)

 

2,339

2,850

 

(18)

 

 

(18)

Structural Heart

 

1,247

1,400

 

(11)

 

 

(11)

Neuromodulation

702

831

(16)

(16)

Diabetes Care

3,267

2,524

29

29

(a) Vascular Product Lines:

Coronary and Endovascular

 

2,263

2,740

 

(17)

 

 

(17)

28

(dollars in millions)
 2017 Total
Change
 Impact of
Exchange
 Total
Change
Excl. Exchange
 

Total Established Pharmaceuticals —

             

Key Emerging Markets

 
$

3,307
  
14

%
 
2

%
 
12

%

Other

  980  3  1  2 

Nutritionals —

  
 
  
 
  
 
  
 
 

International Pediatric Nutritionals

  
2,112
  
(4

)
 
  
(4

)

U.S. Pediatric Nutritionals

  1,777  6    6 

International Adult Nutritionals

  1,782  3  (1) 4 

U.S. Adult Nutritionals

  1,254  (3)   (3)

Diagnostics —

  
 
  
 
  
 
  
 
 

Core Laboratory

  
4,063
  
6
  
  
6
 

Molecular

  463  2  1  1 

Point of Care

  550  7    7 

Rapid Diagnostics

  540  n/m  n/m  n/m 

Cardiovascular and Neuromodulation —

  
 
  
 
  
 
  
 
 

Rhythm Management

  
2,103
  
n/m
  
n/m
  
n/m
 

Electrophysiology

  1,382  n/m  n/m  n/m 

Heart Failure

  643  n/m  n/m  n/m 

Vascular

  2,892  14    14 

Structural Heart

  1,083  208  1  207 

Neuromodulation

  808  n/m  n/m  n/m 

Total

Impact of

Total Change

 

    

2019

    

2018

    

Change

    

Exchange

    

Excl. Exchange

 

(dollars in millions)

Total Established Pharmaceuticals —

 

  

 

  

 

  

 

  

Key Emerging Markets

$

3,392

$

3,363

 

1

%  

(7)

%  

8

%

Other

 

1,094

1,059

 

3

 

(3)

 

6

Nutritionals —

 

 

 

 

International Pediatric Nutritionals

 

2,282

2,254

 

1

 

(4)

 

5

U.S. Pediatric Nutritionals

 

1,879

1,843

 

2

 

 

2

International Adult Nutritionals

 

2,017

1,900

 

6

 

(5)

 

11

U.S. Adult Nutritionals

 

1,231

1,232

 

 

 

Diagnostics —

 

 

 

 

Core Laboratory

 

4,656

4,386

 

6

 

(4)

 

10

Molecular

 

442

484

 

(9)

 

(3)

 

(6)

Point of Care

 

561

553

 

2

 

 

2

Rapid Diagnostics

 

2,054

2,072

 

(1)

 

(2)

 

1

Medical Devices —

 

 

 

 

Rhythm Management

 

2,144

2,198

 

(3)

 

(3)

 

Electrophysiology

 

1,721

1,561

 

10

 

(3)

 

13

Heart Failure

 

769

646

 

19

 

(1)

 

20

Vascular (a)

 

2,850

2,929

 

(3)

 

(3)

 

Structural Heart

 

1,400

1,239

 

13

 

(3)

 

16

Neuromodulation

831

864

(4)

(2)

(2)

Diabetes Care

2,524

1,933

31

(5)

36

(a) Vascular Product Lines:

Coronary and Endovascular

 

2,740

2,778

 

(1)

 

(2)

 

1


n/m = Percent change is not meaningful.


(dollars in millions)
 2016 Total
Change
 Impact of
Exchange
 Total
Change
Excl. Exchange
 

Total Established Pharmaceuticals —

             

Key Emerging Markets

 
$

2,912
  
5

%
 
(8

)%
 
13

%

Other

  947  1  (1) 2 

Nutritionals —

  
 
  
 
  
 
  
 
 

International Pediatric Nutritionals

  
2,206
  
(7

)
 
(4

)
 
(3

)

U.S. Pediatric Nutritionals

  1,677  5    5 

International Adult Nutritionals

  1,724    (4) 4 

U.S. Adult Nutritionals

  1,292  1    1 

Diagnostics —

  
 
  
 
  
 
  
 
 

Core Laboratory

  
3,844
  
4
  
(2

)
 
6
 

Molecular

  456  (2) (1) (1)

Point of Care

  513  8    8 

Rapid Diagnostics

         

Cardiovascular and Neuromodulation —

  
 
  
 
  
 
  
 
 

Rhythm Management

  
  
  
  
 

Electrophysiology

  12  (17)   (17)

Heart Failure

         

Vascular

  2,532  1    1 

Structural Heart

  352  35  (1) 36 

Neuromodulation

         

Note:
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.

Total Established Pharmaceutical Products sales increased 9.51.9 percent in 20172020 and 10.57.3 percent in 2016,2019, excluding the unfavorable impact of foreign exchange.  The Established Pharmaceutical Products segment is focused on several key emerging markets including India, Russia, China and Brazil.  Excluding the impact of foreign exchange, total sales in these key emerging markets increased 11.92.6 percent in 20172020 and 13.37.9 percent in 2016. Excluding the impact of foreign exchange, 20172019 due to higher sales in several geographies including China, Brazil, India and various countries in Latin America experienced double-digit growth.Russia.  Excluding the impact of foreign exchange, sales in Established Pharmaceuticals'Pharmaceuticals’ other emerging markets increased 2.2decreased 0.5 percent in 20172020 and increased 2.05.6 percent in 2016.2019.

Total Nutritional Products sales increased 4.7 percent in 2020 and 4.8 percent in 2019, excluding the impact of foreign exchange.  In 2020, International Pediatric Nutritional sales, excluding the effect of foreign exchange, decreased 4.1 percent as growth across Abbott’s pediatric products in various countries in Southeast Asia was more than offset by challenging market dynamics in the infant category in Greater China.  The 20174.6 percent increase in 2019 International Pediatric Nutritional sales, excluding the effect of foreign exchange, was driven by growth across Abbott’s portfolio, including Similac and PediaSure in various countries in Asia and Latin America and Pedialyte in Latin America.  This growth was partially offset by challenging market dynamics in the infant category in Greater China.  In the U.S. Pediatric Nutritional business, sales increased 5.8 percent in 2020 and 1.9 percent in 2019, reflecting growth in Similac in 2020 and growth in PediaSure and Pedialyte in both years.

29

In the International Adult Nutritional business, sales increased 13.6 percent and 10.9 percent in 2020 and 2019, respectively, excluding the effect of foreign exchange, due to continued growth of Ensure and Glucerna in several countries.  In 2020 U.S. Adult Nutritional sales increased 4.9 percent, primarily due to growth of Ensure.  In 2019, U.S. Adult Nutritional sales were unchanged from 2018 due to the impact of Abbott’s discontinuation of a non-core product line during the third quarter of 2018 that was offset by growth in other areas of the business.

In the Diagnostics segment, Core Laboratory sales decreased 2.8 percent in 2020, excluding the effect of foreign exchange, as the lower volume of routine testing performed in hospital and other laboratories due to COVID-19 was partially offset by sales of Abbott’s COVID-19 laboratory-based tests for Established Pharmaceuticals' other emerging markets includesthe detection of the IgG and IgM antibodies, which determine if someone was previously infected with the virus.  Core Laboratory antibody testing-related sales on Abbott’s ARCHITECT and Alinity i platforms were $268 million in 2020.  The 225.7 percent increase in Molecular Diagnostics sales in 2020, excluding the effect of foreign exchange, reflects higher volumes due to demand for Abbott’s laboratory-based molecular tests for COVID-19 on its m2000 and Alinity m platforms.  Abbott received U.S. FDA approval in March 2020 for its Alinity m molecular diagnostics system.  Molecular Diagnostics COVID-19 testing-related sales were $1.023 billion in 2020.

In Rapid Diagnostics, sales increased 112.3 percent in 2020, excluding the effect of foreign exchange, due to strong demand for Abbott’s point-of-care COVID-19 molecular test on its ID NOW platform and its BinaxNOW COVID-19 Ag Card test in the U.S. as well as international demand for COVID-19 rapid tests on its Panbio system and increased testing in the first quarter for the flu in the U.S. These increases were partially offset by the unfavorable impact of Venezuelan operations. COVID-19 on routine diagnostic testing.  Rapid Diagnostics COVID-19 testing-related sales were $2.593 billion in 2020.

In the Diagnostics segment, the sales increase in 2019 was driven by above-market growth in Core Laboratory in the U.S. and internationally, where Abbott achieved continued adoption of its Alinity family of diagnostic instruments.  The 6.3 percent decrease in 2019 Molecular sales, excluding the effect of foreign exchange, reflects the negative impact of lower non-governmental organization purchases in Africa.  In Rapid Diagnostics, sales growth in 2019 in various areas, including infectious disease testing in developed markets and cardio-metabolic testing, was mostly offset by lower than expected infectious disease testing sales in Africa.

Excluding Venezuelathe effect of foreign exchange, total Medical Devices sales decreased 3.8 percent and increased 10.5 percent in 2020 and 2019, respectively.  In 2020, double-digit growth in Diabetes Care was more than offset by decreases in Abbott’s cardiovascular and neuromodulation businesses due to the impact of COVID-19 and lower vascular sales in China in the fourth quarter of 2020 as a result of a new national tender program.  The 2019 sales increase was driven by double-digit growth in Diabetes Care, Structural Heart, Electrophysiology and Heart Failure.

The 2020 and 2019 growth in Diabetes Care revenue was driven by continued growth of FreeStyle Libre, Abbott’s continuous glucose monitoring system, internationally and in the U.S.  In 2020, FreeStyle Libre sales totaled $2.635 billion, which reflected a 42.6 percent increase over 2019, excluding the effect of foreign exchange.  FreeStyle Libre sales in 2019 were $1.842 billion, which reflected a 69.8 percent increase, excluding the effect of foreign exchange, over 2018 when sales totaled $1.128 billion.

In 2019, growth in Structural Heart revenue was broad-based across several areas of the business, including MitraClip, Abbott's market-leading device for the minimally invasive treatment of mitral regurgitation (MR), a leaky heart valve.  2019 growth in Electrophysiology revenue reflects higher sales of cardiac diagnostic and ablation catheters in both the U.S. and internationally.  The growth in Heart Failure revenue in 2019 was driven by rapid market adoption in the U.S. of Abbott's HeartMate 3® Left Ventricular Assist Device (LVAD) following FDA approval in October 2018 as a destination (long-term use) therapy for people living with advanced heart failure as well as higher sales of Abbott’s CardioMEMS® heart failure monitoring system.  In Vascular, excluding the effect of foreign exchange, sales in 2019 were flat as the 1.3 percent increase in coronary and endovascular product sales, which includes drug-eluting stents, balloon catheters, guidewires, vascular imaging/diagnostics products, vessel closure, carotid and other emerging markets increased 7.5 percent.

        Total Nutritional Products sales increased 0.6 percent in 2017coronary and 1.2 percent in 2016, excluding the unfavorable impact of foreign exchange. In Abbott's International Pediatric Nutritional business, the 2017 decrease in salesperipheral products, was driven by challenging market conditions in the infant formula market in various emerging markets, partially offset by growthreductions in Chinaroyalty and India. The 2017 growth in China reflects a partial recovery from the 2016contract manufacturing revenue.  In Rhythm Management, higher 2019 international sales, decline in China. The 2016 decrease in sales was driven by challenging market conditions in China, including the impact of new food safety regulations, which contributed to an oversupply of product in the market. The 2016 sales decrease in China was partially offset by strong performance in several markets across Latin America and Southeast Asia.

        The increases in U.S. Pediatric Nutritional 2017 and 2016 sales primarily reflect continued above-market performance in Abbott's infant and toddler brands, including PediaSure®, Pedialyte® and Similac®.

        Excluding the unfavorable impact of foreign exchange, the 2017 and 2016 increases in International Adult Nutritional sales are due primarily to growth in Ensure®, Abbott's market-leading complete and balanced nutrition brand, as well as volume growth in emerging markets and continued expansion of the adult nutrition category internationally. U.S. Adult Nutritional revenues decreased in 2017 due to competitive and market dynamics, while sales increased in 2016 driven by the growth of Ensure® sales.

        Total Diagnostic Products sales increased 16.7 percent in 2017 and 5.5 percent in 2016, excluding the impact of foreign exchange. The sales increase in 2017 included the acquisition of Alere, which was completed on October 3, 2017. Excluding the impact of the acquisition, as well as the impact of foreign exchange, sales in the Diagnostics Products segment increased 5.5 percent primarily driven by share gains in the Core Laboratory markets globally, as well as strong performance in Point of Care led by the continued adoption of Abbott's i-STAT® handheld system. The 2016 sales increase was primarily driven by share gains in the Core Laboratory and Point of Care markets in the U.S. and internationally.

        Excluding the effect of foreign exchange, total Cardiovascular andwere offset by a 4.4 percent decrease in U.S. revenue.  In 2019, the 2.4 percent decline in Neuromodulation Products sales, grew 207.4 percent in 2017 and 4.5 percent in 2016. The sales increase in 2017 was primarily driven byexcluding the acquisition of St. Jude Medical which was completed on January 4, 2017. Excluding the impact of the acquisition, as well as the impacteffect of foreign exchange, salesreflects a 4.2 percent decline in the vascular business were essentially flat in 2017 versus the prior year as lower coronary stent sales and the comparison impact from the favorable 2016 resolution of a third-party royalty agreement were offset by higher Structural Heart and endovascularU.S. sales. In 2016, double-digit growth in sales of Abbott'sMitraClip structural heart device for the treatment of mitral regurgitation was partially offset by lower sales of DES products. The increase in the Endovascular business was driven by higherSupera and vessel closure sales. Cardiovascular and Neuromodulation Products sales in 2016 were also favorably impacted by the resolution of previously disputed third party royalty revenue related to the prior year. Excluding this royalty impact, worldwide sales of Cardiovascular and Neuromodulation Products would have increased 3.4 percent in 2016.

Abbott has periodically sold product rights to non-strategic products and has recorded the related gains in net sales in accordance with Abbott'sAbbott’s revenue recognition policies as discussed in Note 1 to the consolidated financial statements.  Related net sales were not significant in 2017, 20162020, 2019 and 2015.2018.


30

The expiration of licenses and patent protection can affect the future revenues and operating income of Abbott.  There are no significant patent or license expirations in the next three years that are expected to materially affect Abbott.

In April 2017, Abbott received a warning letter from the U.S. Food and Drug Administration (FDA)FDA related to its manufacturing facility in Sylmar, CA which was acquired by Abbott on January 4, 2017 as part of the acquisition of St. Jude Medical.Medical, Inc. (St. Jude Medical).  This facility manufactures implantable cardioverter defibrillators, cardiac resynchronization therapy defibrillators, and monitors.  The warning letter relates to the FDA's observations from an inspection of this facility. Abbott has prepared and executed a comprehensive plan of corrective actions which has been provided toactions.  On April 28, 2020, Abbott received a letter from the FDA. Execution ofFDA indicating that, based on the planFDA’s evaluation, it appeared that Abbott had addressed the items in the warning letter.  As a result, the warning letter is progressing.considered closed.

Operating Earnings

Gross profit margins were 47.750.5 percent of net sales in 2017, 54.12020, 52.5 percent in 20162019 and 54.251.3 percent in 2015.2018.  In 2017,2020, the decrease primarily reflects higher intangible amortization expensethe mix of sales across Abbott’s various businesses and inventory step-up amortization relatedoperational inefficiencies due to the St. Jude Medicalimpact of COVID-19, as well as the increase in intangible asset amortization, the impairment of intangible assets and Alere acquisitions, partially offset by margin improvements in various businesses. In 2016, the unfavorable effect of foreign exchange offset continued underlyingon gross margin expansion,in 2020.  In 2019, the increase primarily in the Diagnosticsreflects lower intangible amortization expense and Nutritional segments.lower integration and restructuring costs.

Research and development expense was $2.235(R&D) expenses were $2.4 billion in 2017, $1.4222020 and 2019, and $2.3 billion in 2016, and $1.405 billion2018.  R&D spending in 2015 and represented a 57.2 percent increase2020 was relatively flat compared to 2019 as the impact of the immediate expensing in 2017, and a 1.2 percent increase2019 of an R&D asset valued at $102 million that was acquired in 2016. The 2017 increase in research and development expenses was primarily due toconjunction with the acquisition of Cephea Valve Technologies, Inc. (Cephea) was partially offset by the St. Jude Medical business. The 2016 increase$55 million impairment of an in-process R&D intangible asset in research2020.  R&D expense in 2020 also reflects lower integration and development expenses was primarily duerestructuring costs in 2020 related to R&D, partially offset by higher spending on various projects andprojects.  R&D expenses in 2019 increased 6.1 percent, primarily reflecting the impairmentimmediate expensing of an in-process research and developmentthe Cephea R&D asset related to a non-reportable segment,as well as higher R&D spending in various businesses, primarily in Medical Devices, partially offset by lower restructuring costs in 2016.the favorable effect of foreign exchange.  In 2017, research and development2020, R&D expenditures totaled $526$1.3 billion for the Medical Devices segment, $608 million for the DiagnosticsDiagnostic Products segment, $967 million for the Cardiovascular and Neuromodulation Products segment, $195$189 million for the Nutritional Products segment and $164$177 million for the Established Pharmaceutical Products segment.

Selling, general and administrative (SG&A) expenses increased 36.6 percentwere basically flat in 20172020 and decreased 1.7 percent in 20162019 versus the respective prior year. The 2017 increase was primarilyyears.  In 2020, the favorable effect of foreign exchange, income of approximately $100 million from a litigation settlement in 2020, lower spending due to the acquisition of the St. Jude Medical business, as well as the incremental expenses to integrate St. Jude Medical with Abbott's existing vascular business, partially offset byCOVID-19 travel  restrictions, and the impact of various cost improvementsaving initiatives acrosswere offset by higher spending to drive growth in various functions and businesses.  The 2016 decrease reflectsIn 2019, the favorable impacteffect of foreign exchange continued efforts to reduce back office costs, and lower restructuring charges comparedacquisition-related integration costs offset higher selling and marketing costs to the prior year.drive continued growth across various businesses.

Business AcquisitionsRestructurings

        On January 4,From 2017 Abbott completed the acquisition of St. Jude Medical, a global medical device manufacturer, for approximately $23.6 billion, including approximately $13.6 billion in cash and approximately $10 billion in Abbott common shares, which represented approximately 254 million shares of Abbott common stock, based on Abbott's closing stock price on the acquisition date. As part of the acquisition, approximately $5.9 billion of St. Jude Medical's debt was assumed, repaid or refinanced by Abbott. The acquisition provides expanded opportunities for future growth and is an important part of the company's ongoing effort to develop a strong, diverse portfolio of devices, diagnostics, nutritionals and branded generic pharmaceuticals. The combined business competes in nearly every area of the cardiovascular device market, as well as in the neuromodulation market.

        Under the terms of the agreement, for each St. Jude Medical common share, St. Jude Medical shareholders received $46.75 in cash and 0.8708 of an Abbott common share. At an Abbott stock price of $39.36, which reflects the closing price on January 4, 2017, this represented a value of approximately $81 per St. Jude Medical common share and total purchase consideration of $23.6 billion. The cash portion of the acquisition was funded through a combination of medium and long-term debt issued in November 2016 and a $2.0 billion 120-day senior unsecured bridge term loan facility which was subsequently repaid.


        The final allocation of the fair value of the St. Jude Medical acquisition is shown in the table below.

(in billions)
  
 

Acquired intangible assets, non-deductible

 $15.5 

Goodwill, non-deductible

  13.1 

Acquired net tangible assets

  3.0 

Deferred income taxes recorded at acquisition

  (2.7)

Net debt

  (5.3)

Total final allocation of fair value

 $23.6 

        The goodwill is primarily attributable to expected synergies from combining operations, as well as intangible assets that do not qualify for separate recognition. The goodwill is identifiable to the Cardiovascular and Neuromodulation Products reportable segment. The acquired tangible assets consist primarily of trade accounts receivable of approximately $1.1 billion, inventory of approximately $1.7 billion, other current assets of $176 million, property and equipment of approximately $1.5 billion, and other long-term assets of approximately $455 million. The acquired tangible liabilities consist of trade accounts payable and other current liabilities of approximately $1.1 billion and other non-current liabilities of approximately $870��million.

        In 2016, Abbott and St. Jude Medical agreed to sell certain businesses to Terumo Corporation (Terumo) for approximately $1.12 billion. The sale included the St. Jude Medical Angio-Seal™ and Femoseal™ vascular closure and Abbott's Vado® Steerable Sheath businesses. The sale closed on January 20, 2017 and no gain or loss was recorded in the Consolidated Statement of Earnings.

        On October 3, 2017, Abbott acquired Alere Inc. (Alere), a diagnostic device and service provider, for $51.00 per common share in cash, which equated to a purchase price of approximately $4.5 billion. As part of the acquisition, Abbott tendered for Alere's preferred shares for a total value of approximately $0.7 billion. In addition, approximately $3.0 billion of Alere's debt was assumed and subsequently repaid. The acquisition establishes Abbott as a leader in point of care testing, expands Abbott's global diagnostics presence and provides access to new products, channels and geographies. Abbott utilized a combination of cash on hand and debt to fund the acquisition. See Note 10 — Debt and Lines of Credit for further details regarding the debt utilized for the acquisition.

        The preliminary allocation of the fair value of the Alere acquisition is shown in the table below. The allocation of the fair value of the acquisition will be finalized when the valuation is completed and differences between the preliminary and final allocation could be material.

(in billions)
  
 

Acquired intangible assets, non-deductible

 $3.5 

Goodwill, non-deductible

  4.1 

Acquired net tangible assets

  0.9 

Deferred income taxes recorded at acquisition

  (0.7)

Net debt

  (2.6)

Preferred stock

  (0.7)

Total preliminary allocation of fair value

 $4.5 

        The goodwill is primarily attributable to expected synergies from combining operations, as well as intangible assets that do not qualify for separate recognition. The goodwill is identifiable to the Diagnostic Products reportable segment. The acquired tangible assets consist primarily of trade accounts receivable of approximately $430 million, inventory of approximately $425 million, other current assets of $206 million, property and equipment of approximately $540 million, and other long-term assets of $112 million. The


acquired tangible liabilities consist of trade accounts payable and other current liabilities of approximately $625 million and other non-current liabilities of approximately $160 million.

        In the third quarter of 2017, Alere entered into agreements to sell its Triage MeterPro cardiovascular and toxicology business and the assets and liabilities related to its B-type Natriuretic Peptide assay business run on Beckman Coulter analyzers to Quidel Corporation (Quidel). The transactions with Quidel reflect a total purchase price of $400 million payable at the close of the transaction, $240 million payable in six annual installments beginning approximately six months after the close of the transaction, and contingent consideration with a maximum value of $40 million. In the third quarter of 2017, Alere entered into an agreement with Siemens Diagnostics Holding II B.V. (Siemens) to sell its subsidiary, Epocal Inc., for approximately $200 million payable at the close of the transaction. Alere agreed to divest these businesses in connection with the review by the Federal Trade Commission and the European Commission of Abbott's agreement to acquire Alere. The sale to Quidel closed on October 6, 2017, and the sale to Siemens closed on October 31, 2017. No gain or loss on these sales was recorded in the Consolidated Statement of Earnings.

        In 2017, consolidated Abbott results include $6.5 billion of sales and a pre-tax loss of approximately $1.3 billion related to the St. Jude Medical and Alere acquisitions, including approximately $1.5 billion of intangible amortization and $907 million of inventory step-up amortization. The pre-tax loss excludes acquisition, integration and restructuring-related costs.

        If the acquisitions of St. Jude Medical and Alere had occurred at the beginning of 2016, unaudited pro forma consolidated net sales would have been approximately $28.9 billion and the unaudited pro forma consolidated net loss from continuing operations would have been approximately $485 million in 2016. This includes amortization of approximately $940 million of inventory step-up and $1.7 billion of intangibles related to St. Jude Medical and Alere. For 2017, unaudited pro forma consolidated net sales would have been approximately $28.9 billion and unaudited pro forma consolidated net earnings from continuing operations would have been approximately $750 million, which includes $225 million of intangible amortization related to Alere. The unaudited pro forma consolidated net earnings from continuing operations for 2017 exclude inventory step-up amortization related to St. Jude Medical and Alere of approximately $907 million which was recorded in 2017 but included in the 2016 unaudited pro forma results as noted above. The unaudited pro forma information is not necessarily indicative of the consolidated results of operations that would have been realized had the St. Jude Medical and Alere acquisitions been completed as of the beginning of 2016, nor is it meant to be indicative of future results of operations that the combined entity will experience.

        On July 17, 2017, Abbott commenced a tender offer to purchase for cash the 1.77 million outstanding shares of Alere's Series B Convertible Perpetual Preferred Stock at a price of $402 per share, plus accrued but unpaid dividends to, but not including, the settlement date of the tender offer. This tender offer was subject to the satisfaction of certain conditions, including Abbott's acquisition of Alere and upon there being validly tendered (and not properly withdrawn) at the expiration date of the tender offer that number of shares of Preferred Stock that equaled at least a majority of the Preferred Stock issued and outstanding at the expiration of the tender offer. The tender offer expired on October 3, 2017. All conditions to the offer were satisfied and Abbott accepted for payment the 1.748 million shares of Preferred Stock that were validly tendered (and not properly withdrawn). The remaining shares were cashed out for an amount equal to the $400.00 per share liquidation preference of such shares, plus accrued but unpaid dividends, without interest. Payment for all of the shares of Preferred Stock was made in the fourth quarter of 2017.

        In August 2015, Abbott completed the acquisition of the equity of Tendyne Holdings, Inc. (Tendyne) that Abbott did not already own for approximately $225 million in cash plus additional payments up to $150 million to be made upon completion of certain regulatory milestones. The acquisition of Tendyne, which is focused on developing minimally invasive mitral valve replacement therapies, allows Abbott to broaden its foundation in the treatment of mitral valve disease. The final allocation of the fair value of the


acquisition resulted in non-deductible acquired in-process research and development of approximately $220 million, which is accounted for as an indefinite-lived intangible asset until regulatory approval or discontinuation, non-deductible goodwill of approximately $142 million, deferred tax assets and other net assets of approximately $18 million, deferred tax liabilities of approximately $85 million, and contingent consideration of approximately $70 million. The goodwill is identifiable to the Cardiovascular and Neuromodulation Products segment. If the acquisition of Tendyne had taken place as of the beginning of the comparable prior annual reporting period, consolidated net sales and earnings would not have been significantly different from reported amounts.

Restructurings

        In 2017,2020, Abbott management approved restructuring plans as part of the integration of the acquisitions of St. Jude Medical into the cardiovascular and neuromodulationMedical Devices segment, and Alere Inc. (Alere) into the diagnosticsDiagnostic Products segment, in order to leverage economies of scale and reduce costs. InAs of December 31, 2017, the accrued balance associated with these actions was $68 million. From 2018 to 2020, Abbott recorded employee related severance and other charges totaling approximately $137 million, comprised of approximately $187$13 million including one-time employee termination benefits were recorded, of which approximately $5in 2020, $72 million isin 2019 and $52 million in 2018. Approximately $30 million was recorded in Cost of products sold, approximately $15 million was recorded in Research and development, and approximately $182$92 million was recorded in Selling, general and administrative expense.expense over the last three years. As of December 31, 2020, the accrued liabilities remaining in the Consolidated Balance Sheet related to these actions total $25 million and primarily represent severance obligations.

From 20142016 to 2017,2020, Abbott management approved plans to streamline operations in order to reduce costs and improve efficiencies in various Abbott businesses including the nutritional, established pharmaceuticals and vascular businesses.  Abbott recorded employee-relatedemployee related severance and other charges of approximately $120$36 million in 2017, $332020, $66 million in 20162019 and $95$28 million in 2015.2018.  Approximately $7$6 million in 2017, $92020, $16 million in 20162019 and $18$10 million in 20152018 are recorded in Cost of products sold, approximately $77$2 million in 2017, $52020, $28 million in 20162019 and $34$2 million in 20152018 are recorded in Research and development, and approximately $36$28 million in 2017, $192020, $22 million in 20162019 and $43$16 million in 20152018 are recorded in Selling, general and administrative expense. Additional charges of approximately $2 million in 2017, $2 million in 2016 and $45 million in 2015 were recorded primarily for accelerated depreciation.

31

Interest Expense and Interest (Income)

        In 2017,Interest expense, net decreased $76 million in 2020 due to a reduction in interest expense increased primarilyresulting from the favorable impact of the euro debt financing in November 2019, the repayment of debt in December 2019 and a lower interest rate environment in 2020.  In 2019, interest expense, net decreased $145 million due to the $15.1favorable impact of the euro debt financing in September 2018, as well as the repayment of debt in 2018 and the first quarter of 2019.

Debt Extinguishment Costs

On December 19, 2019, Abbott redeemed the $2.850 billion principal amount of its 2.9% Notes due 2021. Abbott incurred a charge of $63 million related to the early repayment of this debt.

On October 28, 2018, Abbott redeemed approximately $4 billion of debt, issued in Novemberwhich included $750 million principal amount of 2016its 2.00% Notes due 2020; $597 million principal amount of its 4.125% Notes due 2020; $900 million principal amount of its 3.25% Notes due 2023; $450 million principal amount of its 3.4% Notes due 2023; and $1.300 billion principal amount of its 3.75% Notes due 2026.  Abbott incurred a net charge of $153 million related to the financingearly repayment of this debt and the unwinding of related interest rate swaps.

On March 22, 2018, Abbott redeemed all of the St. Jude Medical acquisition which closed on January 4, 2017. In 2016, interest expense increased primarily$947 million principal amount of its 5.125% Notes due to2019, as well as $1.055 billion of the amortization$2.850 billion principal amount of bridge financing feesits 2.35% Notes due 2019.  Abbott incurred a net charge of $14 million related to the financingearly repayment of the St. Jude Medical and Alere acquisitions. Interest expense in 2016 also increased due to the $15.1 billion of debt issued in November 2016. In 2015, interest expense increased due to the issuance of $2.5 billion of long-term debt during the year.this debt.

Other (Income) Expense, net

Other (income) expense, net, for 20172020, 2019 and 2018 includes a pre-tax gain of $1.163 billion on the sale of AMO to Johnson & Johnson. 2016 includes $947approximately $205 million, $225 million, and $160 million of expenseincome in each year, respectively, related to adjust Abbott's holding of Mylan N.V. ordinary shares due to a decline in the fair valuenon-service cost components of the securities which was considered by Abbott to be other than temporary. 2015net periodic benefit costs associated with the pension and post-retirement medical plans.  Other (income) expense, net for 2020 also includes a $207 million pretax gain on the sale of a portion of the Mylan N.V. ordinary shares received through the sale of the developed markets branded generics pharmaceuticals business and income resulting from a decrease in the fair value of contingent consideration related to a business acquisition.equity investment impairments that totaled approximately $115 million.

Taxes on Earnings

The income tax rates on earnings from continuing operations were 84.210.0 percent in 2017, 24.82020, 9.6 percent in 20162019 and 18.118.8 percent in 2015.2018.

        The Tax Cuts and Jobs Act ("TCJA") was enacted in the U.S. on December 22, 2017. The TCJA reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time


transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings.

In the fourth quarter of 2017, Abbott recorded an estimate of net tax expense of $1.46 billion for the impact of the TCJA, which is included in Taxes on Earnings from Continuing Operations in the Consolidated Statement of Earnings. The estimate is provisional and includes a charge of approximately $2.89 billion for the transition tax, partially offset by a net benefit of approximately $1.42 billion for the remeasurement of deferred tax assets and liabilities and a net benefit of approximately $10 million related to certain other impacts of the TCJA.

        The one-time transition tax is based on Abbott's total post-1986 earnings and profits (E&P) that were previously deferred from U.S. income taxes. Abbott has not yet completed its calculation of the total post-1986 E&P for its foreign subsidiaries. The tax computation also requires the determination of the amount of post-1986 E&P considered held in cash and other specified assets. This amount may change as Abbott finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash and other specified assets. Abbott plans to elect to pay the transition tax over eight years as allowed by the TCJA.

        Given the significant complexity of the TCJA, Abbott will continue to evaluate and analyze the impact of this legislation. The $1.46 billion estimate is provisional and is based on Abbott's initial analysis of the TCJA and may be materially adjusted in future periods due to among other things, additional analysis performed by Abbott and additional guidance that may be issued by the U.S. Department of Treasury, the Securities and Exchange Commission or the Financial Accounting Standards Board.

        In 2017, taxes on earnings from continuing operations also include $435 million of tax expense related to the gain on the sale of the AMO business.

        In 2016,2020, taxes on earnings from continuing operations include the impactrecognition of aapproximately $170 million of tax benefits associated with the impairment of certain assets, approximately $140 million of net tax benefit of approximately $225 million, primarilybenefits as a result of the resolution of various tax positions fromrelated to prior years, partially offset by the unfavorable impact of non-deductible foreign exchange losses related to Venezuela and the adjustment of the Mylan N.V. equity investment, as well as the recognition of deferred taxesapproximately $100 million in excess tax benefits associated with the then pending sale of AMO.share-based compensation.  In 2015,2020, taxes on earnings from continuing operations also include $71a $26 million increase to the transition tax associated with the 2017 Tax Cuts and Jobs Act (TCJA).  The $26 million increase to the transition tax liability was the result of the resolution of various tax positions related to prior years.  This adjustment increased the cumulative net tax expense related to the TCJA to $1.53 billion.

In 2019, taxes on earnings from continuing operations included approximately $100 million in excess tax benefits associated with share-based compensation, an $86 million reduction of the transition tax and $68 million of tax expense resulting from tax legislation enacted in the fourth quarter of 2019 in India.  The $86 million reduction to the transition tax liability was the result of the issuance of final transition tax regulations by the U.S. Department of Treasury in 2019.  In 2018, taxes on earnings from continuing operations included $98 million of net tax expense related to gain on the disposalsettlement of shares of Mylan N.V. stock. The 2015 effectiveAbbott’s 2014-2016 federal income tax rate includes the impact of the R&D tax credit that was made permanentaudit in the U.S. by, partial settlement of the Protecting Americansformer St. Jude Medical consolidated group’s 2014 and 2015 federal income tax returns in the U.S. and audit settlements in various countries as well as approximately $90 million in excess tax benefits associated with share-based compensation.  In 2018, Abbott also recorded $130 million of additional tax expense related to the TCJA; the $130 million reflected a $120 million increase in the transition tax from Tax Hikes Act$2.89 billion to $3.01 billion and a $10 million reduction in the net benefit related to the remeasurement of 2015.deferred tax assets and liabilities.

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Exclusive of these discrete items, tax expense was favorably impacted by lower tax rates and tax exemptions on foreign income primarily derived from operations in Puerto Rico, Switzerland, Ireland, the Netherlands, Costa Rica, Singapore, and Singapore.Malta.  Abbott benefits from a combination of favorable statutory tax rules, tax rulings, grants, and exemptions in these tax jurisdictions.  See Note 1415 to the consolidated financial statements for a full reconciliation of the effective tax rate to the U.S. federal statutory rate.

        Earnings fromDiscontinued Operations

The net earnings of discontinued operations netinclude income tax benefits of tax,$24 million in 20172020 and 2016 reflect the recognition of $109$39 million and $325 million, respectively, of netin 2018.  The 2020 tax benefits primarily as a result ofrelate to the resolution of various tax positions related to prior years. 2015 tax expense related to discontinued operations includes $667 million of tax expense on certain current-year income earned outside of the U.S. that were not designated as permanently reinvested overseas.

Discontinued Operations

        On February 27, 2015, Abbott completed the sale of itsAbbott’s developed markets branded genericsgeneric pharmaceuticals business which was sold to Mylan Inc. (Mylan) for equity ownership of a newly formed entity (Mylan N.V.) that combined Mylan's existing business and Abbott's developed markets pharmaceuticals business. Mylan N.V. is publicly traded. Historically, this business was included in Abbott's Established Pharmaceutical Products segment. At the date of the closing, the 110 million Mylan N.V. ordinary shares


that Abbott received were valued at $5.77 billion and Abbott recorded an after-tax gain on2015.  The tax positions relate to years prior to the sale to Mylan.  The 2018 tax benefits primarily relate to the resolution of the business of approximately $1.6 billion. Abbott retained its branded generics pharmaceuticals business in emerging markets. At the close of this transaction, Abbott and Mylan entered into a transition services agreement pursuant to which Abbott and Mylan provided various back office support services to each other on an interim transitional basis for up to 2 years. Certain services were extended for an additional five to ten months. Charges by Abbott under this transition services agreement were recorded as a reduction of the costs to provide the respective service in the applicable expense category in the Consolidated Statement of Earnings. This transitional support does not constitute significant continuing involvement in Mylan's operations. Abbott also entered into manufacturing supply agreements with Mylantax positions related to certain products, with the supply term ranging from 3 to 10operations of AbbVie Inc. (AbbVie) for years and requiring a 2 year notice prior to termination. The cash flows associated with these transition services and manufacturing supply agreements are not expected to be significant, and therefore, these cash flows are not direct cash flows of the disposed component under Accounting Standards Codification 205.

        On February 10, 2015, Abbott completed the sale of its animal health business to Zoetis Inc. In the first quarter of 2016, Abbott received an additional $25 million of proceeds due to the expiration of a holdback agreement associated with the sale of this business and reported an after-tax gain of $16 million.

        As a result of the disposition of the above businesses, the prior years' operating results of these businesses up to the date of sale are reported as part of discontinued operations on the Earnings from Discontinued Operations, net of taxes line in the Consolidated Statement of Earnings. Discontinued operations include an allocation of interest expense assuming a uniform ratio of consolidated debt to equity for all of Abbott's historical operations.

        On January 1, 2013,separation.  Abbott completed the separation of AbbVie, Inc. (AbbVie), which was formed to hold Abbott'sAbbott’s research-based proprietary pharmaceuticals business.business, in January 2013.  Abbott has retained all liabilities for all U.S. federal and foreign income taxes on income prior to the separation, as well as certain non-income taxes attributable to AbbVie's business. AbbVie generally will be liable for all other taxes attributable to its business. In 2017, 2016 and 2015, discontinued operations include a favorable adjustment to tax expense of $109 million, $318 million and $3 million, respectively, as a result of the resolution of various tax positions pertaining to AbbVie's operations.


        The operating results of Abbott's developed markets branded generics pharmaceuticals and animal health businesses, as well as the income tax benefit related to the businesses transferred to AbbVie, which are being reported as discontinued operations are as follows:

 
 Year Ended
December 31
 
(in millions)
 2017 2016 2015 

Net Sales

          

Developed markets generics pharmaceuticals and animal health businesses              

 $ $ $256 

AbbVie

       

Total

 $ $ $256 

Earnings (Loss) Before Tax

          

Developed markets generics pharmaceuticals and animal health businesses              

 $15 $(4)$13 

AbbVie

       

Total

 $15 $(4)$13 

Net Earnings

          

Developed markets generics pharmaceuticals and animal health businesses              

 $15 $3 $62 

AbbVie

  109  318  3 

Total

 $124 $321 $65 

Assets and Liabilities Held for Dispositionseparation.

        In September 2016, Abbott announced that it entered into a definitive agreement to sell Abbott Medical Optics (AMO), its vision care business, to Johnson & Johnson for $4.325 billion in cash, subject to customary purchase price adjustments for cash, debt and working capital. The decision to sell AMO reflected Abbott's proactive shaping of its portfolio in line with its strategic priorities. In February 2017, Abbott completed the sale of AMO to Johnson & Johnson and recognized a pre-tax gain of $1.163 billion including working capital adjustments, which was reported in the Other (income) expense, net line of the Consolidated Statement of Earnings in 2017. Abbott recorded an after-tax gain of $728 million in 2017 related to the sale of AMO. The operating results of AMO up to the date of sale continued to be included in Earnings from continuing operations as the business did not qualify for reporting as discontinued operations. For 2017, 2016 and 2015, the AMO earnings (losses) before taxes included in Abbott's consolidated earnings were $(18) million, $30 million and $64 million, respectively. Assets and liabilities of AMO were classified as held for disposition in Abbott's Consolidated Balance Sheet as of December 31, 2016.

        As discussed in the Business Acquisitions section, in conjunction with the acquisition of Alere, Abbott sold the Triage MeterPro cardiovascular and toxicology business and the assets and liabilities related to its B-type Natriuretic Peptide assay business run on Beckman Coulter analyzers to Quidel. The legal transfer of certain assets and liabilities related to these businesses did not occur at the close of the sale to Quidel due to, among other factors, the time required to transfer marketing authorizations and other regulatory requirements in various countries. Under the terms of the sale agreement with Abbott, Quidel is subject to the risks and entitled to the benefits generated by these operations and assets. The assets and liabilities presented as held for disposition in the Consolidated Balance Sheet as of December 31, 2017, primarily relate to the businesses sold to Quidel.


        The following is a summary of the assets and liabilities held for disposition as of December 31, 2017 and 2016:

(in millions)
 December 31,
2017
 December 31,
2016
 

Trade receivables, net

 $12 $222 

Total inventories

  8  240 

Prepaid expenses and other current assets

    51 

Current assets held for disposition

  20  513 

Net property and equipment

  56  247 

Intangible assets, net of amortization

  18  529 

Goodwill

  102  1,966 

Deferred income taxes and other assets

    11 

Non-current assets held for disposition

  176  2,753 

Total assets held for disposition

 $196 $3,266 

Trade accounts payable

 $ $71 

Salaries, wages, commissions and other accrued liabilities

    174 

Current liabilities held for disposition

    245 

Post-employment obligations, deferred income taxes and other long-term liabilities

    59 

Total liabilities held for disposition

 $ $304 

Research and Development Programs

Abbott currently has numerous pharmaceutical, medical devices, diagnostic and nutritional products in development.

Research and Development Process

In the Established Pharmaceuticals segment, the development process focuses on the geographic expansion and continuous improvement of the segment'ssegment’s existing products to provide benefits to patients and customers. As Established Pharmaceuticals does not actively pursue primary research, development usually begins with work on existing products or after the acquisition of an advanced stage licensing opportunity.

Depending upon the product, the phases of development may include:

Drug product development.
Phase I bioequivalence studies to compare a future Established Pharmaceutical’s brand with an already marketed compound with the same active pharmaceutical ingredient (API).
Phase II studies to test the efficacy of benefits in a small group of patients.
Phase III studies to broaden the testing to a wider population that reflects the actual medical use.
Phase IV and other post-marketing studies to obtain new clinical use data on existing products within approved indications.

The specific requirements (e.g., scope of clinical trials) for obtaining regulatory approval vary across different countries and geographic regions. The process may range from one year for a bioequivalence study project to 6 or more years for complex formulations, new indications, or geographic expansion in specific countries, such as China.


In the Diagnostics segment, the phases of the research and development process include:

Discovery which focuses on identification of a product that will address a specific therapeutic area, platform, or unmet clinical need.
Concept/Feasibility during which the materials and manufacturing processes are evaluated, testing may include product characterization and analysis is performed to confirm clinical utility.
Development during which extensive testing is performed to demonstrate that the product meets specified design requirements and that the design specifications conform to user needs and intended uses.

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The regulatory requirements for diagnostic products vary across different countries and geographic regions. In the U.S., the FDA classifies diagnostic products into classes (I, II, or III) and the classification determines the regulatory process for approval. While the Diagnostics segment has products in all three classes, the vast majority of its products are categorized as Class I or Class II. Submission of a separate regulatory filing is not required for Class I products. Class II devices typically require pre-market notification to the FDA through a regulatory filing known as a 510(k) submission. Most Class III products are subject to the FDA's Pre-MarketingFDA’s Premarket Approval (PMA) requirements. Other Class III products, such as those used to screen blood, require the submission and approval of a Biological License Application (BLA).

In the EU,European Union (EU), diagnostic products are also categorized into different categories and the regulatory process, which ishas been governed by the European In Vitro Diagnostic Medical Device Directive, depends upon the category. Certaincategory, with certain product categories requirerequiring review and approval by an independent company, known as a Notified Body, before the manufacturer can affix a CE mark to the product to show compliance withdeclare conformity to the Directive.  Other products only require a self-certification process.

 In the Cardiovascularsecond quarter of 2017, the EU adopted the new In Vitro Diagnostic Regulation (IVDR) which replaces the existing directive in the EU for in vitro diagnostic products.  The IVDR will apply after a five-year transition period and Neuromodulationimposes additional premarket and postmarket regulatory requirements on manufacturers of such products.

In the Medical Devices segment, the research and development process begins with research on a specific technology that is evaluated for feasibility and commercial viability.  If the research program passes that hurdle, it moves forward into development.  The development process includes evaluation, selection and qualification of a product design, completion of applicable clinical trials to test the product'sproduct’s safety and efficacy, and validation of the manufacturing process to demonstrate its repeatability and ability to consistently meet pre-determined specifications.

Similar to the diagnostic products discussed above, in the U.S., cardiovascular and neuromodulation productsmedical devices are classified as Class I, II, or III.  Most of Abbott's cardiovascular and neuromodulationAbbott’s medical device products are classified as Class II devices that follow the 510(k) regulatory process or Class III devices that are subject to the PMA process.

In the EU, cardiovascular and neuromodulation productsmedical devices are also categorized into different classes and the regulatory process, which ishas been governed by the European Medical Device Directive and the Active Implantable Medical Device Directive, varies by class.  Each product must bear a CE mark to show compliance with the Directive.  In the second quarter of 2017, the EU adopted the new Medical Devices Regulation (MDR) which replaces the existing directives in the EU for medical devices and imposes additional premarket and postmarket regulatory requirements on manufacturers of such products.  While the MDR was previously adopted to apply after a three year transition period, in 2020 the European Parliament postponed the date of application by one year.

Some products require submission of a design dossier to the appropriate regulatory authority for review and approval prior to CE marking of the device. For other products, the company is required to prepare a technical file which includes testing results and clinical evaluations but can self-certify its ability to apply the CE mark to the product. Outside the U.S. and the EU, the regulatory requirements vary across different countries and regions.

After approval and commercial launch of some cardiovascular and neuromodulation products,medical devices, post-market trials may be conducted either due to a conditional requirement of the regulatory market approval or with the objective of proving product superiority.

        In the second quarter of 2017, the EU adopted the new Medical Devices Regulation (MDR) and the In Vitro Diagnostic Regulation (IVDR) which replace the existing directives in the EU for medical devices and in vitro diagnostic products. The MDR and IVDR will apply after a three-year and five-year transition


period, respectively, and will impose additional regulatory requirements on manufacturers of such products.

In the Nutritional segment, the research and development process generally focuses on identifying and developing ingredients and products that address the nutritional needs of particular populations (e.g., infants and adults) or patients (e.g., people with diabetes).  Depending upon the country and/or region, if claims regarding a product'sproduct’s efficacy will be made, clinical studies typically must be conducted.

In the U.S., the FDA requires that it be notified of proposed new formulations and formulation or packaging changes related to infant formula products.  Prior to the launch of an infant formula or product packaging change, the company is required to obtain the FDA'sFDA’s confirmation that it has no objections to the proposed product or packaging.  For other nutritional products, notification or pre-approval from the FDA is not required unless the product includes a new food additive.  In some countries, regulatory approval may be required for certain nutritional products, including infant formula and medical nutritional products.

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Areas of Focus

In 20182021 and beyond, Abbott'sAbbott’s significant areas of therapeutic focus will include the following:

Established Pharmaceuticals — Abbott focuses on building country-specific portfolios made up of high-quality medicines that meet the needs of people in emerging markets. More than 400 development projects are active for one or several emerging markets.  Over the next several years, Abbott plans to expand its product portfolio in key therapeutic areas with the aim of being among the first to launch new off-patent and differentiated medicines.  In addition, Abbott continues to expand existing brands into new markets, implement product enhancements that provide value to patients and acquire strategic products and technology through licensing activities.  Abbott is also actively working on the further development of several key brands such as Creon, Duphaston, DuphalacCreon™, Duphaston™, Duphalac™ and Influvac.Influvac™.  Depending on the product, the activities focus on development of new data, markets, formulations, delivery systems, or indications.  One example includes the launch of Abbott’s quadrivalent influenza vaccination Influvac® Tetra in 12 markets and an expanded indication in 16 markets to cover children, adolescents and young adults from 3 to 17 years old.

Cardiovascular and NeuromodulationMedical DevicesAbbott'sAbbott’s research and development programs focus on:

Diabetes Care — Develop enhancements and additional indications for the FreeStyle Libre continuous glucose monitoring system to help patients improve their ability to manage diabetes.

Cardiac Rhythm Management – Development of next-generation rhythm management technologies, including advanced communication capabilities and leadless pacing therapies.
Heart Failure – Continued enhancements to Abbott’s mechanical circulatory support and pulmonary artery pressure systems, including enhanced clinical performance and usability.
Electrophysiology – Development of next-generation technologies in the areas of ablation, diagnostic, mapping, and visualization and recording.
Vascular – Development of next-generation technologies for use in coronary and peripheral vascular procedures.
Structural Heart – Development of minimally-invasive transcatheter and surgical devices for the repair and replacement of heart valves and other structural heart conditions.
Neuromodulation – Development of additional clinical evidence and next-generation technologies leveraging digital health to improve patient and physician engagement to treat chronic pain, movement disorders and other indications.
Diabetes Care – Develop enhancements and additional indications for the FreeStyle Libre platform of continuous glucose monitoring products to help patients improve their ability to manage diabetes and for use beyond diabetes.

Core Laboratory Diagnostics — Abbott continues to commercialize its next-generation blood screening, immunoassay, clinical chemistry and hematology systems, along with assays in various areas including infectious disease, cardiac care, metabolics, oncology, as well as informatics and automation solutions to increase efficiency in laboratories.

Molecular Diagnostics — Several new molecular in vitro diagnostic (IVD) products and a next generation instrument system are in various stages of development and launch.

Rapid Diagnostics — Abbott's research and development programs focus on the development of diagnostic products for cardiometabolic disease, infectious disease and toxicology.

Nutritionals — Abbott is focusing its research and development spend on platforms that span the pediatric adult and performanceadult nutrition areas: gastro intestinal/immunity health, brain health, mobility and metabolism, and user experience platforms.  Numerous new products that build on advances in these platforms are currently under development, including clinical outcome testing, and are expected to be launched over the coming years.

Core Laboratory Diagnostics — Abbott continues to commercialize its next-generation blood screening, immunoassay, clinical chemistry and hematology systems, along with assays, including a focus on unmet medical need, in various areas including infectious disease, cardiac care, metabolics, and oncology, as well as informatics solutions to help optimize diagnostics laboratory performance and automation solutions to increase efficiency in laboratories.

Molecular Diagnostics — Several new molecular in vitro diagnostic (IVD) tests are in various stages of development and launch.

Rapid Diagnostics — Abbott’s research and development programs focus on the development of diagnostic products for infectious disease, cardiometabolic disease and toxicology.

In addition, the Diagnostics Divisions are pursuing the FDA’s customary regulatory process for various COVID-19 tests for which an EUA was obtained in 2020.

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Given the diversity of Abbott'sAbbott’s business, its intention to remain a broad-based healthcarehealth care company and the numerous sources for potential future growth, no individual project is expected to be material to cash flows or results of operations over the next five years.  Factors considered included research and development expenses projected to be incurred for the project over the next year relative to Abbott'sAbbott’s total research and development expenses, as well as qualitative factors, such as marketplace perceptions and impact of a new product on Abbott'sAbbott’s overall market position.  There were no delays in Abbott's 2017Abbott’s 2020 research and development activities that are expected to have a material impact on operations.

While the aggregate cost to complete the numerous projects currently in development is expected to be material, the total cost to complete will depend upon Abbott'sAbbott’s ability to successfully completefinish each project, the rate at which each project advances, and the ultimate timing for completion.  Given the potential for significant delays and the risk of failure inherent in the development of pharmaceutical, medical device, diagnostic and diagnosticpharmaceutical products and technologies, it is not possible to accurately estimate the total cost to complete all projects currently in development.  Abbott plans to manage its portfolio of projects to achieve research and development spending that will be competitive in each of the businesses in which it participates, and such spending is expected to approximate 7.57.0 percent of total Abbott sales in 2018.2021.  Abbott does not regularly accumulate or make management decisions based on the total expenses incurred for a particular development phase in a given period.

Goodwill

At December 31, 2017,2020, goodwill recorded as a result of business combinations totaled $24.0$23.7 billion.  Goodwill is reviewed for impairment annually in the third quarter or when an event that could result in an impairment occurs, using a quantitative assessment to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount.  The income and market approaches are used to calculate the fair value of each reporting unit.  The results of the last impairment test indicated that the fair value of each reporting unit was substantially in excess of its carrying value.

Financial Condition

Cash Flow

Net cash from operating activities amounted to $5.6$7.9 billion, $3.2$6.1 billion and $3.0$6.3 billion in 2017, 20162020, 2019 and 2015,2018, respectively.  The increase in Net cash from operating activities in 20172020 was primarily due to the favorable cash flow impact of improved working capital management, the acquisition of the St. Jude Medical businesses, and higher segment operating earnings.earnings, lower payments related to interest, integration expenses, and restructuring actions, and the proceeds from a litigation settlement partially offset by an increased investment in working capital and higher income tax payments.  The increasedecrease in Net cash from operating activities in 2016 reflects additional focus on the management2019 was primarily due to an increased investment in working capital, timing of working capital. Thepension contributions relative to 2018 and higher income tax component of operatingpayments, partially offset by the favorable cash flow in 2017 includes the 2017 non-cash impact of $1.46 billion of net tax expense related to


the estimated impact of U.S. tax reform. The income tax component ofimproved segment operating cash flow in 2016earnings and 2015 includes $550 millionlower interest and $70 million, respectively, of non-cash tax benefits primarily related to the favorable resolution of various tax positions pertaining to prior years; 2015 reflects the non-cash impact of approximately $1.1 billion of tax expense associated with the gain on sale of businesses.acquisition-related expenses.

        The foreign currency loss related to Venezuela reduced Abbott's cash by approximately $410 million in 2016 and is included in the Effect of exchange rate changes on cash and cash equivalents line within the Consolidated Statement of Cash Flows. Future fluctuations in the strength of the U.S. dollar against foreign currencies are not expected to materially impact Abbott's liquidity.

While a significant portion of Abbott'sAbbott’s cash and cash equivalents at December 31, 2017,2020, are reinvested in foreign subsidiaries, Abbott does not expect such reinvestment to affect its liquidity and capital resources.  Due to the enactment of the TCJA, if these funds were needed for operations in the U.S., Abbott does not expect to incur significant additional income taxes in the future to repatriate these funds.

Abbott funded $645$400 million in 2017, $5822020, $382 million in 20162019 and $579$114 million in 20152018 to defined benefit pension plans.  Abbott expects pension funding of approximately $114$410 million in 20182021 for its pension plans.  Abbott expects annual cash flow from operating activities to continue to exceed Abbott'sAbbott’s capital expenditures and cash dividends.

Debt and Capital

At December 31, 2017, Abbott's2020, Abbott’s long-term debt rating was BBBA by Standard & Poor'sPoor’s Corporation and Baa3A3 by Moody's Investors Service (Moody's). In February 2018, Moody's raised Abbott's rating to Baa2 with a positive outlook.Moody’s.  Abbott expects to maintain an investment grade rating. Abbott is committed to reducing its debt levels following the recent acquisitions of St. Jude Medical and Alere. On February 16, 2018, the board of directors authorized the redemption of up to $5 billion of currently outstanding long-term notes in addition to the $3.95 billion repaid in January 2018 discussed below.

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Abbott has readily available financial resources, including unused lines of credit of $5.0 billion which expire in 2019. These lines of credit are part of a 2014 revolving credit agreement that providessupport commercial paper borrowing arrangements and provide Abbott with the ability to borrow up to $5 billion on an unsecured basis.  Prior to October 3, 2017, no amounts were previously drawn under theThe lines of credit are part of a Five Year Credit Agreement (Revolving Credit Agreement) that Abbott entered into on November 12, 2020.  At that time, Abbott also terminated its 2018 revolving credit agreement.  On October 3, 2017, in connection withThere were no outstanding borrowings under the Alere acquisition, Abbott borrowed $1.7 billion2018 revolving credit agreement at the time of its termination.  Any borrowings under these lines of credit. Thesethe Revolving Credit Agreement will mature and be payable on November 12, 2025. Any borrowings were due to be repaid in July 2019 and boreunder the Revolving Credit Agreement will bear interest, at Abbott’s option, based on either a base rate or Eurodollar rate, plus an applicable margin based on Abbott'sAbbott’s credit ratings.

In 2020, financing activities related to the fourth quarterissuance and repayment of 2017,long-term debt included the following:

On June 24, 2020, Abbott completed the issuance of $1.3 billion aggregate principal amount of senior notes, consisting of $650 million of its 1.15% Notes due 2028 and $650 million of its 1.40% Notes due 2030.  
On September 28, 2020, Abbott repaid the €1.140 billion outstanding principal amount of its 0.00% Notes due 2020 upon maturity.  The repayment equated to approximately $1.3 billion.

As of December 31, 2020, Abbott’s total debt is $18.7 billion.

In 2018 and 2019, Abbott paid off $550committed to reducing its debt levels which had increased as part of the acquisitions of St. Jude Medical and Alere in 2017. In 2018, net repayments totaled approximately $8.3 billion of debt.

On February 24, 2019, Abbott redeemed the $500 million outstanding principal amount of these borrowings.its 2.80% Notes due 2020.

In September 2019, the board of directors authorized the early redemption of up to $5 billion of outstanding long-term notes.  This bond redemption authorization superseded the board’s previous authorization under which $700 million had not yet been redeemed.  On January 5, 2018,December 19, 2019, Abbott paid offredeemed the remaining balance under these lines$2.850 billion outstanding principal amount of credit aheadits 2.90% Notes due 2021.  $2.15 billion of the 2019 due date.$5 billion redemption authorization remains available as of December 31, 2020.

On July 31, 2017,November 19, 2019, Abbott’s wholly owned subsidiary, Abbott entered intoIreland Financing DAC, completed a euro debt offering of €1.180 billion of long-term debt.  The proceeds equated to approximately $1.3 billion.  The Notes are guaranteed by Abbott.

On November 21, 2019, Abbott borrowed ¥59.8 billion under a 5-year term loan agreement that allowed Abbott to borrow up to $2.8 billion on an unsecured basis forand designated the acquisitionyen-denominated loan as a hedge of Alere. On October 3, 2017, Abbott borrowed $2.8 billion under thisits net investment in certain foreign subsidiaries.  The term loan agreementbears interest at TIBOR plus a fixed spread, and the interest rate is reset quarterly.  The proceeds equated to financeapproximately $550 million.

In total, these 2019 transactions resulted in the acquisitionrepayment of Alere, to repay certain indebtednessapproximately of Abbott and Alere, and to pay fees and expenses in connection with the acquisition. Borrowings under the term loan bore interest based on a Eurodollar rate, plus an applicable margin based on Abbott's credit ratings. Abbott paid off this term loan on January 5, 2018, ahead of its 2022 due date.

        In the fourth quarter of 2017, in conjunction with the acquisition of Alere, Abbott assumed and subsequently repaid $3.0$1.6 billion of Alere's debt. In 2017, Abbott also paid off a $479 million yen-denominated short-term borrowing during the year and issued 364-day yen-denominated debt, net of which $195 million was outstanding at December 31, 2017.borrowings.

        In the first quarter of 2017, as part of the acquisition of St. Jude Medical, Abbott assumed outstanding debt previously issued by St. Jude Medical. Abbott exchanged certain St. Jude Medical debt obligations with an aggregate principal amount of approximately $2.9 billion for debt issued by Abbott which consists of: $473.8 million of 2.00% Senior Notes due 2018; $483.7 million of 2.80% Senior Notes due 2020;


$818.4 million of 3.25% Senior Notes due 2023; $490.7 million of 3.875% Senior Notes due 2025; and $639.1 million of 4.75% Senior Notes due 2043. Following this exchange, approximately $194.2 million of existing St. Jude Medical notes remain outstanding across the five series of existing notes which have the same coupons and maturities as those listed above. There were no significant costs associated with the exchange of debt. In addition, during the first quarter of 2017, Abbott assumed and subsequently repaid approximately $2.8 billion of various St. Jude Medical debt obligations.

        In November 2016, Abbott issued $15.1 billion of medium and long-term debt to primarily fund the cash portion of the acquisition of St. Jude Medical. Abbott issued $2.85 billion of 2.35% Senior Notes due November 22, 2019; $2.85 billion of 2.90% Senior Notes due November 30, 2021; $1.50 billion of 3.40% Senior Notes due November 30, 2023; $3.00 billion of 3.75% Senior Notes due November 30, 2026; $1.65 billion of 4.75% Senior Notes due November 30, 2036; and $3.25 billion of 4.90% Senior Notes due November 30, 2046. In November 2016, Abbott also entered into interest rate swap contracts totaling $3.0 billion related to the new debt; the swaps have the effect of changing Abbott's obligation from a fixed interest rate to a variable interest rate obligation on the related debt instruments.

        In April 2016, Abbott obtained a commitment for a 364-day senior unsecured bridge term loan facility for an amount not to exceed $17.2 billion, comprised of $15.2 billion for a 364-day bridge loan and $2.0 billion for a 120-day bridge loan to provide financing for the acquisition of St. Jude Medical. The $15.2 billion component of the commitment terminated in November 2016 when Abbott issued the $15.1 billion of long-term debt. In December 2016, Abbott formalized the $2.0 billion component and entered into a 120-day bridge term loan facility that provided Abbott the ability to borrow up to $2.0 billion on an unsecured basis to partially fund the St. Jude Medical acquisition. On January 4, 2017, as part of funding the cash portion of the St. Jude Medical acquisition, Abbott borrowed $2.0 billion under the 120-day senior unsecured bridge term loan facility. This facility was repaid during the first quarter of 2017.

        In February 2016, Abbott obtained a commitment for a 364-day senior unsecured bridge term loan facility for an amount not to exceed $9 billion in conjunction with its pending acquisition of Alere. This commitment, which was automatically extended for up to 90 days on January 29, 2017, expired on April 30, 2017 and was not renewed since Abbott did not need this bridge facility to finance the Alere acquisition. The fees associated with the bridge facilities were recognized in interest expense.

        In March 2015, Abbott issued $2.5 billion of long-term debt consisting of $750 million of 2.00% Senior Notes due March 15, 2020; $750 million of 2.55% Senior Notes due March 15, 2022; and $1.0 billion of 2.95% Senior Notes due March 15, 2025. Proceeds from this debt were used to pay down short-term borrowings. In March 2015, Abbott also entered into interest rate swap contracts totaling $2.5 billion. These contracts have the effect of changing Abbott's obligation from a fixed interest rate to a variable interest rate obligation.

In September 2014, the board of directors authorized the repurchase of up to $3.0 billion of Abbott'sAbbott’s common shares from time to time.  TheUnder the program authorized in 2014, authorization wasAbbott repurchased 36.2 million shares at a cost of $1.666 billion in addition to the $512 million unused portion of a previous program announced in June 2013. In 2016, Abbott repurchased2015, 10.4 million shares at a cost of $408 million under the program authorized in 2014. In 2015, Abbott repurchased 11.32016, 1.9 million shares at a cost of $512$130 million under the unused portion of the 2013 authorization and 36.2in 2018, 6.3 million shares at a cost of $1.7 billion under the program authorized$525 million in 2014 for a total of 47.52019, and 1.6 million shares at a cost of $2.2$173 million in 2020 for a total of approximately $2.9 billion.  In October 2019, the board of directors authorized the repurchase of up to $3 billion of Abbott’s common shares from time to time.  The 2019 authorization is in addition to the approximately $100 million unused portion of the share repurchase program authorized in 2014.

On April 27, 2016, the board of directors authorized the issuance and sale for general corporate purposes of up to 75 million common shares that would result in proceeds of up to $3 billion.  No shares have been issued under this authorization.

Abbott declared dividends of $1.075$1.53 per share in 20172020 compared to $1.045$1.32 per share in 2016,2019, an increase of approximately 3%.16 percent.  Dividends paid were $1.849$2.560 billion in 20172020 compared to $1.539$2.270 billion in 2016.2019.  The year-over-year change in dividends paid primarily reflects the impact of the increase in the dividend rate and the additional shares issued to finance the St. Jude Medical acquisition.rate.


37

Working Capital

Working capital was $11.2$8.5 billion at December 31, 20172020 and $20.1$4.8 billion at December 31, 2016.2019.  The decrease in working capital in 2017increase was due in large part to a $9.2 billion decrease in cash and cash equivalents. Approximately $13.6 billionthe higher level of the $18.6 billion in cash and cash equivalents, at December 31, 2016which was useddue primarily to fund the increase in cash generated from operating activities, and the repayment of the current portion of long term debt after the acquisitionissuance of St. Jude Medical on January 4, 2017.new long term notes in 2020.  Working capital also increased due to the higher levels of accounts receivable and inventory partially offset by an increase in accounts payable associated with the growth of the business.

Abbott monitors the credit worthiness of customers and establishes an allowance against a trade receivable when it is probable that reflects the balance will notcurrent estimate of credit losses expected to be collected. In addition to closely monitoring economic conditions and budgetary and other fiscal developments, Abbott regularly communicates with its customers regardingincurred over the status of receivable balances, including their payment plans and obtains positive confirmationlife of the validityfinancial asset.  Abbott considers various factors in establishing, monitoring, and adjusting its allowance for doubtful accounts, including the aging of the receivables.accounts and aging trends, the historical level of charge-offs, and specific exposures related to particular customers.  Abbott also monitors the potentialother risk factors and forward-looking information, such as country risk, when determining credit limits for customers and periodically has utilized factoring arrangements to mitigate credit risk although the receivables included in such arrangements have historically not been a material amount of total outstanding receivables.establishing adequate allowances.

Venezuela Operations

        Since January 2010, Venezuela has been designated as a highly inflationary economy under U.S. GAAP. In 2014 and 2015, the government of Venezuela operated multiple mechanisms to exchange bolivars into U.S. dollars. These mechanisms included the CENCOEX, SICAD, and SIMADI rates, which stood at 6.3, 13.5, and approximately 200, respectively, at December 31, 2015. In 2015, Abbott continued to use the CENCOEX rate of 6.3 Venezuelan bolivars to the U.S. dollar to report the results, financial position, and cash flows related to its operations in Venezuela since Abbott continued to qualify for this exchange rate to pay for the import of various products into Venezuela.

        On February 17, 2016, the Venezuelan government announced that the three-tier exchange rate system would be reduced to two rates renamed the DIPRO and DICOM rates. The DIPRO rate is the official rate for food and medicine imports and was adjusted from 6.3 to 10 bolivars per U.S. dollar. The DICOM rate is a floating market rate published daily by the Venezuelan central bank, which at the end of the first quarter of 2016 was approximately 263 bolivars per U.S. dollar. As a result of decreasing government approvals to convert bolivars to U.S. dollars to pay for intercompany accounts, as well as the accelerating deterioration of economic conditions in the country, Abbott concluded that it was appropriate to move to the DICOM rate at the end of the first quarter of 2016. As a result, Abbott recorded a foreign currency exchange loss of $480 million in 2016 to revalue its net monetary assets in Venezuela. Abbott is continuing to use the DICOM rate to report the results of operations and to remeasure net monetary assets for Venezuela at the end of each quarter. As of December 31, 2017, Abbott's investment in its Venezuelan operations was not significant. As a result, any additional future foreign currency losses related to Venezuela would not be material.

Capital Expenditures

Capital expenditures of $1.1$2.2 billion in 2017, 20162020, $1.6 billion in 2019 and 2015$1.4 billion in 2018 were principally for upgrading and expanding manufacturing and research and development facilities and equipment in various segments, investments in information technology, and laboratory instruments placed with customers.  The 2020 increase in capital expenditures primarily reflects the building of capacity for the manufacture of COVID-19 diagnostics tests.


Contractual Obligations

The table below summarizes Abbott'sAbbott’s estimated contractual obligations as of December 31, 2017.2020.

Payments Due By Period

2026 and

(in millions)

    

Total

    

2021

    

20222023

    

20242025

    

Thereafter

Long‑term debt, including current maturities

$

18,490

$

7

$

3,203

$

2,802

$

12,478

Interest on debt obligations

 

9,011

 

596

 

1,152

 

1,024

 

6,239

Operating lease obligations

 

1,315

 

272

 

405

 

231

 

407

Purchase commitments (a)

 

4,757

 

4,192

 

478

 

77

 

10

Other long‑term liabilities (b)

 

3,845

 

 

1,959

 

1,266

 

620

Total (c)

$

37,418

$

5,067

$

7,197

$

5,400

$

19,754

(a)Purchase commitments are for purchases made in the normal course of business to meet operational and capital expenditure requirements.
(b)Other long-term liabilities include estimated payments for the transition tax under the TCJA, net of applicable credits.
(c)Net unrecognized tax benefits totaling approximately $740 million are excluded from the table above as Abbott is unable to reasonably estimate the period of cash settlement with the respective taxing authorities on such items. See Note 15 — Taxes on Earnings from Continuing Operations for further details. The company has employee benefit obligations consisting of pensions and other post-employment benefits, including medical and life, which have been excluded from the table. A discussion of the company’s pension and post-retirement plans, including funding matters is included in Note 14 — Post-employment Benefits.

38

 
 Payments Due By Period 
 
 Total 2018 2019-2020 2021-2022 2023 and
Thereafter
 
 
 (in millions)
 

Long-term debt, including current maturities (a)

 $27,970 $508 $6,802 $6,404 $14,256 

Interest on debt obligations (a)

  12,107  1,013  1,773  1,488  7,833 

Operating lease obligations

  1,141  223  317  196  405 

Capitalized auto lease obligations

  37  12  25     

Purchase commitments (b)

  2,242  2,081  124  29  8 

Other long-term liabilities (c)

  3,997    1,439  973  1,585 

Total (d)

 $47,494 $3,837 $10,480 $9,090 $24,087 
(a)
Amounts reported represent contractual obligations as of December 31, 2017. On January 5, 2018, Abbott repaid long term debt of $1.15 billion due July 10, 2019 and $2.80 billion due November 3, 2022, which reduces future interest obligations on this debt by approximately $475 million over the term of the debt.

(b)
Purchase commitments are for purchases made in the normal course of business to meet operational and capital expenditure requirements.

(c)
Other long-term liabilities include the estimated payments for the transition tax under the TCJA, net of applicable credits.

(d)
Net unrecognized tax benefits totaling approximately $835 million are excluded from the table above as Abbott is unable to reasonably estimate the period of cash settlement with the respective taxing authorities on such items. See Note 14 — Taxes on Earnings from Continuing Operations for further details. The company has employee benefit obligations consisting of pensions and other post-employment benefits, including medical and life, which have been excluded from the table. A discussion of the company's pension and post-retirement plans, including funding matters is included in Note 13 — Post-employment Benefits.

Contingent Obligations

        Abbott has periodically entered into agreements with other companies in the ordinary course of business, such as assignment of product rights, which has resulted in Abbott becoming secondarily liable for obligations that Abbott was previously primarily liable. Since Abbott no longer maintains a business relationship with the other parties, Abbott is unable to develop an estimate of the maximum potential amount of future payments, if any, under these obligations. Based upon past experience, the likelihood of payments under these agreements is remote. In addition, Abbott periodically acquires a business or product rights in which Abbott agrees to pay contingent consideration based on attaining certain thresholds or based on the occurrence of certain events.

Legislative Issues

        Abbott'sAbbott’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 health care products and services. It is not possible to predict the extent to which Abbott or the health care 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.


Recently Issued Accounting Standards

In August 2017,December 2019, the Financial Accounting Standards Board (FASB)FASB issued Accounting Standards Update (ASU) 2017-12,Targeted Improvements to2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Hedging Activities,Income Taxes, which makes changes toamong other things, eliminates certain exceptions in the designation and measurement guidancecurrent rules regarding the approach for qualifying hedging relationshipsintraperiod tax allocations and the presentationmethodology for calculating income taxes in an interim period, and clarifies the accounting for transactions that result in a step-up in the tax basis of hedge results.goodwill.  The standard becomes effective for Abbott beginning in the first quarter of 2019 and early adoption is permitted. Abbott is currently evaluating the effect that ASU 2017-122021.  Adoption of this new standard will not have a material impact on itsAbbott’s consolidated financial statements.

In March 2017,February 2018, the FASB issued ASU 2017-07,2018-02, Compensation — Retirement Benefits (Topic 715): ImprovingReclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows companies to reclassify stranded tax effects resulting from the Presentation of Net Periodic Pension Cost2017 Tax Cuts and Net Periodic Postretirement Benefit Cost which changes the financial statement presentation requirements for pension andJobs Act, from Accumulated other postretirement benefit expense. While service cost will continuecomprehensive income (loss) to be reportedretained earnings (Earnings employed in the same financial statement line items as other current employee compensation costs,business).  Abbott adopted the ASU requires all other componentsnew standard at the beginning of pension and other postretirement benefit expense to be presented separately from service cost, and outside any subtotal of income from operations. The standard becomes effective for Abbott beginning in the firstfourth quarter of 2018.  WhenAs a result of the changeadoption of the new standard, approximately $337 million of stranded tax effects were reclassified from Accumulated other comprehensive income (loss) to Earnings employed in the presentation of the components of pension cost is applied retrospectively to Abbott's 2017 operating results, approximately $160 million of net pension-related income will be moved from the operating lines of the Consolidated Statement of Earnings to non-operating income.business.

In October 2016, the FASB issued ASU 2016-16,Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires the recognition of the income tax effects of intercompany sales and transfers of assets, other than inventory, in the period in which the transfer occurs. TheAbbott adopted the standard becomes effective for Abbott beginningon January 1, 2018, using a modified retrospective approach and recorded a cumulative catch-up adjustment to Earnings employed in the first quarter of 2018. Abbott doesbusiness in the Consolidated Balance Sheet that was not expect the adoption of the new standard to have a material impact on its consolidated financial statements.significant.

In FebruaryJune 2016, the FASB issued ASU 2016-02,Leases, which requires lessees to recognize assets and liabilities for most leases on the balance sheet. The standard becomes effective for Abbott beginning in the first quarter of 2019 and early adoption is permitted. Adoption requires application of the new guidance for all periods presented. Abbott is currently evaluating the impact the new guidance will have on its consolidated financial statements.

        In January 2016, the FASB issued ASU 2016-01,2016-13, Financial Instruments — Recognition and Measurement of Financial Assets and Financial Liabilities– Credit Losses, which provideschanges the methodology to be used to measure credit losses for certain financial instruments and financial assets, including trade receivables.  The new guidance formethodology requires the recognition measurement, presentation,of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial asset.  Abbott adopted the standard on January 1, 2020 and disclosure of financial assets and liabilities. The standard becomes effective for Abbott beginningrecorded a cumulative adjustment that was not significant to Earnings employed in the first quarter of 2018. Abbott does not expect the adoption of the new standard to have a material impact on its consolidated financial statements.

        In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers, which provides a single comprehensive model for accounting for revenue from contracts with customers and will supersede most existing revenue recognition guidance. The standard becomes effective for Abbottbusiness in the first quarter of 2018. Abbott's revenues are primarily comprised of product sales. Abbott completed a thorough evaluation of the new standard including a detailed review of Abbott's revenue streams and contracts. Abbott does not expect the adoption of the new standard to have a material impact on its consolidated financial statements. Abbott will use the modified retrospective method to adopt this standard.Consolidated Balance Sheet.

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 investors that any forward-looking statements or projections made by Abbott, including those made in this document, are subject to risks and uncertainties that may cause actual results to differ materially from those projected.  Economic, competitive, governmental, technological and other factors that may affect Abbott'sAbbott’s operations are discussed in Item 1A, Risk Factors.


39

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial Instruments and Risk Management

Market Price Sensitive Investments

The fair value of the available-for-sale equity securities held by Abbott with a readily determinable fair value was approximately $11$20 million and $2.7 billion$11 million as of December 31, 20172020 and 2016,2019, respectively.  The year-over-year decrease is primarily due to sale of the remaining ordinary shares of Mylan N.V. that Abbott received in the sale of its developed markets branded generics pharmaceuticals business. As of December 31, 2017, Abbott no longer held an ownership interest in Mylan N.V. All available-for-saleThese equity securities are subject to potential changes in fair value.  A hypothetical 20 percent decrease in the share prices of these investments would decrease their fair value at December 31, 20172020 by approximately $2$4 million.  Abbott monitors these investments for other than temporary declinesChanges in the fair value and charges impairment losses to income when an other than temporary declineof these securities are recorded in earnings.  The fair value occurs. Abbott also holds $363 million of investments in mutual funds that are held in a rabbi trust for the purpose of paying benefits under a deferred compensation plan. Theseplan was approximately $366 million and $346 million as of December 31, 2020 and 2019, respectively. Changes in the fair value of these investments, as well as an offsetting change in the benefit obligation, are classified as trading securities.recorded in earnings.

Non-Publicly Traded Equity Securities

Abbott holds equity securities from strategic technology acquisitions that are not traded on public stock exchanges.  The carrying value of these investments was approximately $263$113 million and $151$158 million as of December 31, 20172020 and 2016,2019, respectively.  No individual investment is recorded at a value in excess of $67$15 million.  Abbott monitorsmeasures these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for other than temporary declines in market value, and charges impairment losses to income when an other than temporary decline in estimated fair value occurs.the identical or a similar investment of the same issuer.

Interest Rate Sensitive Financial Instruments

At December 31, 20172020 and 2016,2019, Abbott had interest rate hedge contracts totaling $4.0$2.9 billion and $5.5 billion, respectively, to manage its exposure to changes in the fair value of debt.  The effect of these hedges is to change the fixed interest rate to a variable rate for the portion of the debt that is hedged.  Abbott does not use derivative financial instruments, such as interest rate swaps, to manage its exposure to changes in interest rates for its investment securities.  The fair value of long-term debt at December 31, 20172020 and 20162019 amounted to $29.0$22.8 billion and $21.1$20.8 billion, respectively (average interest rates of 3.6% and 3.8%3.3% as of December 31, 20172020 and 2016, respectively)2019) with maturities through 2046.  At December 31, 20172020 and 2016,2019, the fair value of current and long-term investment securities amounted to approximately $1.1 billion and $3.1$1.2 billion, respectively.  A hypothetical 100-basis point change in the interest rates would not have a material effect on cash flows, income or fair values. (A 100-basis point change is believed to be a reasonably possible near-term change in rates.)

Foreign Currency Sensitive Financial Instruments

Certain Abbott foreign subsidiaries enter into foreign currency forward exchange contracts to manage exposures to changes in foreign exchange rates for anticipated intercompany purchases by those subsidiaries whose functional currencies are not the U.S. dollar.  These contracts are designated as cash flow hedges of the variability of the cash flows due to changes in foreign currency exchange rates and are marked-to-market with the resulting gains or losses reflected in Accumulated other comprehensive income (loss).  Gains or losses will be included in Cost of products sold at the time the products are sold, generally within the next twelve to eighteen months.  At December 31, 20172020 and 2016,2019, Abbott held $3.3$8.1 billion and $2.6$6.8 billion, respectively, of such contracts.  Contracts held at December 31, 20172020 will mature in 20182021 or 20192022 depending upon the contract.  Contracts held at December 31, 20162019 matured in 20172020 or will mature in 20182021 depending upon the contract. At December 31, 2016, $107 million of the notional amount related to AMO, a business that was divested in the first quarter of 2017.


Abbott enters into foreign currency forward exchange contracts to manage its exposure to foreign currency denominated intercompany loans and trade payables and third-party trade payables and receivables.  The contracts are marked-to-market, and resulting gains or losses are reflected in income and are generally offset by losses or gains on the foreign currency exposure being managed.  At December 31, 20172020 and 2016,2019, Abbott held $20.1$11.0 billion and $14.9$9.1 billion, respectively, of such contracts, which generally mature in the next twelve13 months. At December 31, 2016, $1.2

40

In November 2019, Abbott borrowed ¥59.8 billion ofunder a 5-year term loan and designated the contracts related to AMO, a business that was divested in the first quarter of 2017.

        In March 2017, Abbott repaid its $479 million foreign denominated short-term debt which was designatedyen-denominated loan as a hedge of the net investment in acertain foreign subsidiary. At December 31, 2016 and 2015, thesubsidiaries.  The proceeds equated to approximately $550 million.  The value of this short-termlong-term debt was $454approximately $577 million and $439$546 million respectively,as of December 31, 2020 and changesDecember 31, 2019, respectively.  The change in the fair value of the debt, up through the date of repaymentwhich is due to changes in foreign exchange rates, werewas recorded in Accumulated other comprehensive income (loss), net of tax.

The following table reflects the total foreign currency forward exchange contracts outstanding at December 31, 20172020 and 2016:2019:

2020

2019

    

    

Weighted

    

Fair and

    

    

Weighted

    

Fair and

Average

Carrying Value

Average

Carrying Value

Contract

Exchange

Receivable/

Contract

Exchange

Receivable/

(dollars in millions)

Amount

Rate

(Payable)

Amount

Rate

(Payable)

Primarily U.S. Dollars to be exchanged for the following currencies:

 

  

 

  

 

  

 

  

 

  

 

  

Euro

$

7,781

 

1.1821

$

(91)

$

7,085

 

1.1189

$

65

Chinese Yuan

 

2,401

 

6.4900

 

(99)

 

2,177

 

7.0216

 

4

Japanese Yen

 

1,589

 

105.3861

 

(20)

 

1,092

 

106.8530

 

13

All other currencies

 

7,369

 

n/a

 

(198)

 

5,532

 

n/a

 

(23)

Total

$

19,140

 

$

(408)

$

15,886

 

  

$

59

41

 
 2017 2016 
 
 Contract
Amount
 Weighted
Average
Exchange
Rate
 Fair and
Carrying Value
Receivable/
(Payable)
 Contract
Amount
 Weighted
Average
Exchange
Rate
 Fair and
Carrying Value
Receivable/
(Payable)
 
 
 (dollars in millions)
 

Primarily U.S. Dollars
to be exchanged for
the following currencies:

                   

Euro

 $16,877  1.1861 $(24)$11,110  1.0570 $28 

British Pound

  609  1.3300  (5) 514  1.2817  15 

Japanese Yen

  1,109  110.5370  15  1,024  110.6955  44 

Canadian Dollar

  597  1.2799  (4) 639  1.3378  3 

All other currencies

  4,245  N/A  (49) 4,166  N/A  104 

Total

 $23,437    $(67)$17,453    $194 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Page

Consolidated Statement of Earnings

50

43

Consolidated Statement of Comprehensive Income

51

44

Consolidated Statement of Cash Flows

52

45

Consolidated Balance Sheet

53

46

Consolidated Statement of Shareholders'Shareholders’ Investment

55

48

Notes to Consolidated Financial Statements

56

49

Management Report on Internal Control Over Financial Reporting

94

81

Report of Independent Registered Public Accounting Firm

95

82

Report of Independent Registered Public Accounting Firm

96

84


42


Abbott Laboratories and Subsidiaries

Consolidated Statement of Earnings

(in millions except per share data)

 
 Year Ended December 31 
 
 2017 2016 2015 

Net Sales

 $27,390 $20,853 $20,405 

Cost of products sold, excluding amortization of intangible assets

  12,337  9,024  8,747 

Amortization of intangible assets

  1,975  550  601 

Research and development

  2,235  1,422  1,405 

Selling, general and administrative

  9,117  6,672  6,785 

Total Operating Cost and Expenses

  25,664  17,668  17,538 

Operating Earnings

  1,726  3,185  2,867 

Interest expense

  904  431  163 

Interest income

  (124) (99) (105)

Net foreign exchange (gain) loss

  (34) 495  (93)

Other (income) expense, net

  (1,251) 945  (281)

Earnings from Continuing Operations Before Taxes

  2,231  1,413  3,183 

Taxes on Earnings from Continuing Operations

  1,878  350  577 

Earnings from Continuing Operations

  353  1,063  2,606 

Earnings from Discontinued Operations, net of taxes

  
124
  
321
  
65
 

Gain on sale of Discontinued Operations, net of taxes

    16  1,752 

Net Earnings from Discontinued Operations, net of taxes

  
124
  
337
  
1,817
 

Net Earnings

 $477 $1,400 $4,423 

Basic Earnings Per Common Share —

          

Continuing Operations

 $0.20 $0.71 $1.73 

Discontinued Operations

  0.07  0.23  1.21 

Net Earnings

 $0.27 $0.94 $2.94 

Diluted Earnings Per Common Share —

  
 
  
 
  
 
 

Continuing Operations

 $0.20 $0.71 $1.72 

Discontinued Operations

  0.07  0.23  1.20 

Net Earnings

 $0.27 $0.94 $2.92 

Average Number of Common Shares Outstanding Used for Basic Earnings Per Common Share

  
1,740
  
1,477
  
1,496
 

Dilutive Common Stock Options

  9  6  10 

Average Number of Common Shares Outstanding Plus Dilutive Common Stock Options

  1,749  1,483  1,506 

Outstanding Common Stock Options Having No Dilutive Effect

    5  1 

Year Ended December 31

    

2020

    

2019

    

2018

Net Sales

$

34,608

$

31,904

$

30,578

Cost of products sold, excluding amortization of intangible assets

 

15,003

 

13,231

 

12,706

Amortization of intangible assets

 

2,132

 

1,936

 

2,178

Research and development

 

2,420

 

2,440

 

2,300

Selling, general and administrative

 

9,696

 

9,765

 

9,744

Total Operating Cost and Expenses

 

29,251

 

27,372

 

26,928

Operating Earnings

 

5,357

 

4,532

 

3,650

Interest expense

 

546

 

670

 

826

Interest income

 

(46)

 

(94)

 

(105)

Net foreign exchange (gain) loss

 

(8)

 

7

 

28

Debt extinguishment costs

63

167

Other (income) expense, net

 

(103)

 

(191)

 

(139)

Earnings from Continuing Operations Before Taxes

 

4,968

 

4,077

 

2,873

Taxes on Earnings from Continuing Operations

 

497

 

390

 

539

Earnings from Continuing Operations

 

4,471

 

3,687

 

2,334

Net Earnings from Discontinued Operations, net of taxes

24

34

Net Earnings

$

4,495

$

3,687

$

2,368

Basic Earnings Per Common Share --

Continuing Operations

$

2.51

$

2.07

$

1.32

Discontinued Operations

 

0.01

 

 

0.02

Net Earnings

$

2.52

$

2.07

$

1.34

Diluted Earnings Per Common Share --

Continuing Operations

$

2.49

$

2.06

$

1.31

Discontinued Operations

 

0.01

 

 

0.02

Net Earnings

$

2.50

$

2.06

$

1.33

Average Number of Common Shares Outstanding Used for Basic Earnings Per Common Share

 

1,773

 

1,768

 

1,758

Dilutive Common Stock Options

 

13

 

13

 

12

Average Number of Common Shares Outstanding Plus Dilutive Common Stock Options

 

1,786

 

1,781

 

1,770

Outstanding Common Stock Options Having No Dilutive Effect

9

 

61

 

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


43


Abbott Laboratories and Subsidiaries

Consolidated Statement of Comprehensive Income

(in millions)

 
 Year Ended December 31 
 
 2017 2016 2015 

Net Earnings

 $477 $1,400 $4,423 

Foreign currency translation gain (loss) adjustments

  1,365  (130) (2,013)

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 $(61) in 2017, $(125) in 2016 and $101 in 2015

  (243) (326) 252 

Unrealized gains (losses) on marketable equity securities, net of taxes of $(76) in 2017, $(28) in 2016 and $104 in 2015

  64  (134) 64 

Net (losses) gains on derivative instruments designated as cash flow hedges, net of taxes of $(43) in 2017, $(4) in 2016 and $(9) in 2015

  (134) (15) (35)

Other Comprehensive Income (Loss)

  1,052  (605) (1,732)

Comprehensive Income

 $1,529 $795 $2,691 

Supplemental Accumulated Other Comprehensive Income (Loss) Information, net of tax as of December 31:

          

Cumulative foreign currency translation (loss) adjustments

 $(3,452)$(4,959)$(4,829)

Net actuarial (losses) and prior service (cost) and credits

  (2,521) (2,284) (1,958)

Cumulative unrealized (losses) gains on marketable equity securities

  (5) (69) 65 

Cumulative (losses) gains on derivative instruments designated as cash flow hedges

  (84) 49  64 

Accumulated other comprehensive income (loss)

 $(6,062)$(7,263)$(6,658)

Year Ended December 31

    

2020

   

2019

   

2018

Net Earnings

$

4,495

$

3,687

$

2,368

Foreign currency translation gain (loss) adjustments

 

65

 

(12)

 

(1,460)

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 $(79) in 2020, $(238) in 2019 and $47 in 2018

 

(331)

 

(814)

 

132

Net (losses) gains on derivative instruments designated as cash flow hedges, net of taxes of $(87) in 2020, $(17) in 2019 and $50 in 2018

 

(215)

 

(53)

 

136

Other Comprehensive Income (Loss)

 

(481)

 

(879)

 

(1,192)

Comprehensive Income

$

4,014

$

2,808

$

1,176

Supplemental Accumulated Other Comprehensive Income (Loss) Information, net of tax as of December 31:

Cumulative foreign currency translation (loss) adjustments

$

(4,859)

$

(4,924)

$

(4,912)

Net actuarial (losses) and prior service (cost) and credits

 

(3,871)

 

(3,540)

 

(2,726)

Cumulative (losses) gains on derivative instruments designated as cash flow hedges

 

(216)

 

(1)

 

52

Accumulated other comprehensive income (loss)

$

(8,946)

$

(8,465)

$

(7,586)

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


44


Abbott Laboratories and Subsidiaries

Consolidated Statement of Cash Flows

(in millions)

 
 Year Ended December 31 
 
 2017 2016 2015 

Cash Flow From (Used in) Operating Activities:

          

Net earnings

 $477 $1,400 $4,423 

Adjustments to reconcile earnings to net cash from operating activities —

          

Depreciation

  1,046  803  871 

Amortization of intangible assets

  1,975  550  601 

Share-based compensation

  406  310  292 

Impact of currency devaluation

    480   

Amortization of inventory step-up

  907     

Investing and financing (gains) losses, net

  47  86  (18)

Amortization of bridge financing fees

  5  165   

Gains on sale of businesses

  (1,163) (25) (2,840)

Mylan N.V. equity investment adjustment

    947   

Gain on sale of Mylan N.V. shares

  (45)   (207)

Trade receivables

  (207) (177) (171)

Inventories

  249  (98) (257)

Prepaid expenses and other assets

  109  113  57 

Trade accounts payable and other liabilities

  615  (652) (742)

Income taxes

  1,149  (699) 957 

Net Cash From Operating Activities

  5,570  3,203  2,966 

Cash Flow From (Used in) Investing Activities:

          

Acquisitions of property and equipment

  (1,135) (1,121) (1,110)

Acquisitions of businesses and technologies, net of cash acquired

  (17,183) (80) (235)

Proceeds from business dispositions

  6,042  25  230 

Proceeds from the sale of Mylan N.V. shares

  2,704    2,290 

Purchases of investment securities

  (210) (2,823) (4,933)

Proceeds from sales of investment securities

  129  3,709  4,112 

Other

  35  42  52 

Net Cash From (Used in) Investing Activities

  (9,618) (248) 406 

Cash Flow From (Used in) Financing Activities:

          

Proceeds from issuance of (repayments of) short-term debt and other

  (1,034) (1,767) (1,281)

Proceeds from issuance of long-term debt and debt with maturities over 3 months

  6,742  14,934  2,485 

Repayments of long-term debt and debt with maturities over 3 months

  (8,650) (12) (57)

Payment of bridge financing fees

    (170)  

Purchase of Alere preferred stock

  (710)    

Acquisition and contingent consideration payments related to business acquisitions

  (13) (25) (17)

Purchases of common shares

  (117) (522) (2,237)

Proceeds from stock options exercised

  350  248  314 

Dividends paid

  (1,849) (1,539) (1,443)

Net Cash From (Used in) Financing Activities

  (5,281) 11,147  (2,236)

Effect of exchange rate changes on cash and cash equivalents

  116  (483) (198)

Net (Decrease) Increase in Cash and Cash Equivalents

  (9,213) 13,619  938 

Cash and Cash Equivalents, Beginning of Year

  18,620  5,001  4,063 

Cash and Cash Equivalents, End of Year

 $9,407 $18,620 $5,001 

Supplemental Cash Flow Information:

          

Income taxes paid

 $570 $620 $631 

Interest paid

  917  181  166 

Year Ended December 31

    

2020

    

2019

    

2018

Cash Flow From (Used in) Operating Activities:

Net earnings

$

4,495

$

3,687

$

2,368

Adjustments to reconcile earnings to net cash from operating activities -

Depreciation

 

1,195

 

1,078

 

1,100

Amortization of intangible assets

 

2,132

 

1,936

 

2,178

Share-based compensation

 

546

 

519

 

477

Amortization of inventory step-up

32

Investing and financing losses, net

425

184

126

Loss on extinguishment of debt

63

167

Trade receivables

 

(924)

 

(275)

 

(190)

Inventories

 

(493)

 

(593)

 

(514)

Prepaid expenses and other assets

 

(627)

 

(138)

 

23

Trade accounts payable and other liabilities

 

1,766

 

220

 

747

Income taxes

 

(614)

 

(545)

 

(214)

Net Cash From Operating Activities

7,901

6,136

6,300

Cash Flow From (Used in) Investing Activities:

Acquisitions of property and equipment

 

(2,177)

 

(1,638)

 

(1,394)

Acquisitions of businesses and technologies, net of cash acquired

 

(42)

 

(170)

 

(54)

Proceeds from business dispositions

58

48

48

Purchases of investment securities

 

(83)

 

(103)

 

(131)

Proceeds from sales of investment securities

 

10

 

21

 

73

Other

 

19

 

27

 

102

Net Cash From (Used in) Investing Activities

 

(2,215)

 

(1,815)

 

(1,356)

Cash Flow From (Used in) Financing Activities:

Proceeds from issuance of (repayments of) short-term debt, net and other

 

2

 

 

(26)

Proceeds from issuance of long-term debt and debt with maturities over 3 months

 

1,281

 

1,842

 

4,009

Repayments of long-term debt and debt with maturities over 3 months

 

(1,333)

 

(3,441)

 

(12,433)

Purchases of common shares

 

(403)

 

(718)

 

(238)

Proceeds from stock options exercised

 

245

 

298

 

271

Dividends paid

 

(2,560)

 

(2,270)

 

(1,974)

Other

(11)

Net Cash From (Used in) Financing Activities

 

(2,779)

 

(4,289)

 

(10,391)

Effect of exchange rate changes on cash and cash equivalents

 

71

 

(16)

 

(116)

Net Increase (Decrease) in Cash and Cash Equivalents

 

2,978

 

16

 

(5,563)

Cash and Cash Equivalents, Beginning of Year

 

3,860

 

3,844

 

9,407

Cash and Cash Equivalents, End of Year

$

6,838

$

3,860

$

3,844

Supplemental Cash Flow Information:

Income taxes paid

$

970

$

930

$

740

Interest paid

 

549

 

677

 

845

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


45


Abbott Laboratories and Subsidiaries

Consolidated Balance Sheet

(dollars in millions)

December 31

    

2020

    

2019

Assets

Current assets:

Cash and cash equivalents

$

6,838

$

3,860

Investments, primarily bank time deposits and U.S. treasury bills

 

310

 

280

Trade receivables, less allowances of — 2020: $460; 2019: $384

 

6,414

 

5,425

Inventories:

Finished products

 

3,030

 

2,784

Work in process

 

712

 

560

Materials

 

1,270

 

972

Total inventories

 

5,012

 

4,316

Other prepaid expenses and receivables

 

1,867

 

1,786

Total current assets

 

20,441

 

15,667

Investments

 

821

 

883

Property and equipment, at cost:

Land

 

538

 

519

Buildings

 

4,014

 

3,702

Equipment

 

12,884

 

11,468

Construction in progress

 

1,357

 

1,110

 

18,793

 

16,799

Less: accumulated depreciation and amortization

 

9,764

 

8,761

Net property and equipment

 

9,029

 

8,038

Intangible assets, net of amortization

 

14,784

 

17,025

Goodwill

 

23,744

 

23,195

Deferred income taxes and other assets

 

3,729

 

3,079

$

72,548

$

67,887

46

 
 December 31 
 
 2017 2016 

Assets

       

Current Assets:

       

Cash and cash equivalents

 $9,407 $18,620 

Investments, primarily bank time deposits and U.S. treasury bills

  203  155 

Trade receivables, less allowances of — 2017: $294; 2016: $250

  5,249  3,248 

Inventories:

       

Finished products

  2,339  1,624 

Work in process

  472  294 

Materials

  790  516 

Total inventories

  3,601  2,434 

Other prepaid expenses and receivables

  1,667  1,806 

Current assets held for disposition

  20  513 

Total Current Assets

  20,147  26,776 

Investments

  883  2,947 

Property and Equipment, at Cost:

       

Land

  526  408 

Buildings

  3,613  2,602 

Equipment

  10,394  8,394 

Construction in progress

  732  962 

  15,265  12,366 

Less: accumulated depreciation and amortization

  7,658  6,661 

Net Property and Equipment

  7,607  5,705 

Intangible Assets, net of amortization

  21,473  4,539 

Goodwill

  24,020  7,683 

Deferred Income Taxes and Other Assets

  1,944  2,263 

Non-current Assets Held for Disposition

  176  2,753 

 $76,250 $52,666 


Abbott Laboratories and Subsidiaries

Consolidated Balance Sheet

(dollars in millions)

 
 December 31 
 
 2017 2016 

Liabilities and Shareholders' Investment

       

Current Liabilities:

       

Short-term borrowings

 $206 $1,322 

Trade accounts payable

  2,402  1,178 

Salaries, wages and commissions

  1,187  752 

Other accrued liabilities

  3,811  2,581 

Dividends payable

  489  391 

Income taxes payable

  309  188 

Current portion of long-term debt

  508  3 

Current liabilities held for disposition

    245 

Total Current Liabilities

  8,912  6,660 

Long-term Debt

  27,210  20,681 

Post-employment obligations and other long-term liabilities

  9,030  4,549 

Non-current liabilities held for disposition

    59 

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: 2017: 1,965,908,188; 2016: 1,707,475,455

  23,206  13,027 

Common shares held in treasury, at cost — Shares: 2017: 222,305,719; 2016: 234,606,250

  (10,225) (10,791)

Earnings employed in the business

  23,978  25,565 

Accumulated other comprehensive income (loss)

  (6,062) (7,263)

Total Abbott Shareholders' Investment

  30,897  20,538 

Noncontrolling Interests in Subsidiaries

  201  179 

Total Shareholders' Investment

  31,098  20,717 

 $76,250 $52,666 

December 31

    

2020

    

2019

Liabilities and Shareholders’ Investment

Current liabilities:

Short-term borrowings

$

213

$

201

Trade accounts payable

 

3,946

 

3,252

Salaries, wages and commissions

 

1,416

 

1,237

Other accrued liabilities

 

5,165

 

4,035

Dividends payable

 

798

 

635

Income taxes payable

 

362

 

226

Current portion of long-term debt

 

7

 

1,277

Total current liabilities

 

11,907

 

10,863

Long-term debt

 

18,527

 

16,661

Post-employment obligations and other long-term liabilities

 

9,111

 

9,062

Commitments and contingencies

Shareholders’ investment:

Preferred shares, 1 dollar par value Authorized — 1,000,000 shares, NaN issued

 

 

Common shares, without par value Authorized — 2,400,000,000 shares
Issued at stated capital amount — Shares: 2020: 1,981,156,896; 2019: 1,976,855,085

 

24,145

 

23,853

Common shares held in treasury, at cost — Shares: 2020: 209,926,622; 2019: 214,351,838

 

(10,042)

 

(10,147)

Earnings employed in the business

 

27,627

 

25,847

Accumulated other comprehensive income (loss)

 

(8,946)

 

(8,465)

Total Abbott Shareholders’ Investment

 

32,784

 

31,088

Noncontrolling interests in subsidiaries

 

219

 

213

Total Shareholders’ Investment

 

33,003

 

31,301

$

72,548

$

67,887

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


47


Abbott Laboratories and Subsidiaries

Consolidated Statement of Shareholders'Shareholders’ Investment

(in millions except shares and per share data)

 
 Year Ended December 31 
 
 2017 2016 2015 

Common Shares:

          

Beginning of Year

          

Shares: 2017: 1,707,475,455; 2016: 1,702,017,390; 2015: 1,694,929,949

 $13,027 $12,734 $12,383 

Issued under incentive stock programs

          

Shares: 2017: 8,834,924; 2016: 5,458,065; 2015: 7,087,441

  242  222  289 

Issued for St. Jude Medical acquisition

          

Shares: 2017: 249,597,809

  9,835     

Share-based compensation

  406  311  292 

Issuance of restricted stock awards

  (304) (240) (230)

End of Year

          

Shares: 2017: 1,965,908,188; 2016: 1,707,475,455; 2015: 1,702,017,390

 $23,206 $13,027 $12,734 

Common Shares Held in Treasury:

          

Beginning of Year

          

Shares: 2017: 234,606,250; 2016: 229,352,338; 2015: 186,894,515

 $(10,791)$(10,622)$(8,678)

Issued under incentive stock programs

          

Shares: 2017: 8,696,320; 2016: 5,398,469; 2015: 5,381,586

  400  250  250 

Issued for St. Jude Medical acquisition

          

Shares: 2017: 3,906,848

  180     

Purchased

          

Shares: 2017: 302,637; 2016: 10,652,381; 2015: 47,839,409

  (14) (419) (2,194)

End of Year

          

Shares: 2017: 222,305,719; 2016: 234,606,250; 2015: 229,352,338

 $(10,225)$(10,791)$(10,622)

Earnings Employed in the Business:

          

Beginning of Year

 $25,565 $25,757 $22,874 

Net earnings

  477  1,400  4,423 

Cash dividends declared on common shares (per share — 2017: $1.075; 2016: $1.045; 2015: $0.98)

  (1,947) (1,547) (1,464)

Effect of common and treasury share transactions

  (117) (45) (76)

End of Year

 $23,978 $25,565 $25,757 

Accumulated Other Comprehensive Income (Loss):

          

Beginning of Year

 $(7,263)$(6,658)$(5,053)

Business dispositions / separation

  149    127 

Other comprehensive income (loss)

  1,052  (605) (1,732)

End of Year

 $(6,062)$(7,263)$(6,658)

Noncontrolling Interests in Subsidiaries:

          

Beginning of Year

 $179 $115 $113 

Noncontrolling Interests' share of income, business combinations, net of distributions and share repurchases

  22  64  2 

End of Year

 $201 $179 $115 

Year Ended December 31

    

2020

    

2019

    

2018

Common Shares:

Beginning of Year

Shares: 2020: 1,976,855,085; 2019: 1,971,189,465; 2018: 1,965,908,188

$

23,853

$

23,512

$

23,206

Issued under incentive stock programs

Shares: 2020: 4,301,811; 2019: 5,665,620; 2018: 5,281,277

 

181

 

209

 

163

Share-based compensation

548

521

479

Issuance of restricted stock awards

(437)

(389)

(336)

End of Year

Shares: 2020: 1,981,156,896; 2019: 1,976,855,085; 2018: 1,971,189,465

$

24,145

$

23,853

$

23,512

Common Shares Held in Treasury:

Beginning of Year

Shares: 2020: 214,351,838; 2019: 215,570,043; 2018: 222,305,719

$

(10,147)

$

(9,962)

$

(10,225)

Issued under incentive stock programs

Shares: 2020: 6,290,757; 2019: 7,796,030; 2018: 8,870,735

 

298

 

361

 

408

Purchased

Shares: 2020: 1,865,541; 2019: 6,577,825; 2018: 2,135,059

(193)

(546)

(145)

End of Year

Shares: 2020: 209,926,622; 2019: 214,351,838; 2018: 215,570,043

$

(10,042)

$

(10,147)

$

(9,962)

Earnings Employed in the Business:

Beginning of Year

$

25,847

$

24,560

$

23,978

Impact of adoption of new accounting standards

(5)

351

Net earnings

4,495

3,687

2,368

Cash dividends declared on common shares (per share — 2020: $1.53; 2019: $1.32;
2018: $1.16)

 

(2,722)

 

(2,343)

 

(2,047)

Effect of common and treasury share transactions

 

12

 

(57)

 

(90)

End of Year

$

27,627

$

25,847

$

24,560

Accumulated Other Comprehensive Income (Loss):

Beginning of Year

$

(8,465)

$

(7,586)

$

(6,062)

Impact of adoption of new accounting standards

(332)

Other comprehensive income (loss)

 

(481)

 

(879)

 

(1,192)

End of Year

$

(8,946)

$

(8,465)

$

(7,586)

Noncontrolling Interests in Subsidiaries:

Beginning of Year

$

213

$

198

$

201

Noncontrolling Interests’ share of income, business combinations, net of distributions and share repurchases

 

6

 

15

 

(3)

End of Year

$

219

$

213

$

198

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


48


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 — Summary of Significant Accounting Policies

NATURE OF BUSINESS — Abbott'sAbbott’s principal business is the discovery, development, manufacture and sale of a broad line of health care products.

        CHANGES IN PRESENTATION — In September 2016, Abbott announced that it had entered into an agreement to sell Abbott Medical Optics (AMO), its vision care business, to Johnson & Johnson. The transaction closed in February 2017. The operating results of AMO up to the date of sale were reported as part of continuing operations as AMO did not qualify for reporting as a discontinued operation. The assets and liabilities of AMO are reported as held for disposition in Abbott's Consolidated Balance Sheet at December 31, 2016.

        On February 27, 2015, Abbott completed the sale of its developed markets branded generics pharmaceuticals business to Mylan Inc. (Mylan) for equity ownership of a newly formed entity that combined Mylan's existing business and Abbott's developed markets pharmaceuticals business. On February 10, 2015, Abbott completed the sale of its animal health business to Zoetis Inc. The historical operating results of these two businesses up to the date of sale are excluded from Earnings from Continuing Operations and are presented on the Earnings from Discontinued Operations, net of taxes line in Abbott's Consolidated Statement of Earnings. The cash flows of these businesses are included in Abbott's Consolidated Statement of Cash Flows up to the date of disposition. See Note 2 — Discontinued Operations for additional information.

BASIS OF CONSOLIDATION — The consolidated financial statements include the accounts of the parent company and subsidiaries, after elimination of intercompany transactions.

USE OF ESTIMATES — The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States and necessarily include amounts based on estimates and assumptions by management.  Actual results could differ from those amounts.  Significant estimates include amounts for sales rebates;rebates, income taxes;taxes, pension and other post-employment benefits, including certain asset values that are based on significant unobservable inputs; valuation of intangible assets; litigation;assets, litigation, derivative financial instruments;instruments, and inventory and accounts receivable exposures.

FOREIGN CURRENCY TRANSLATION — The statements of earnings of foreign subsidiaries whose functional currencies are other than the U.S. dollar are translated into U.S. dollars using average exchange rates for the period. The net assets of foreign subsidiaries whose functional currencies are other than the U.S. dollar are translated into U.S. dollars using exchange rates as of the balance sheet date. The U.S. dollar effects that arise from translating the net assets of these subsidiaries at changing rates are recorded in the foreign currency translation adjustment account, which is included in equity as a component of Accumulated other comprehensive income (loss). Transaction gains and losses are recorded on the Net foreign exchange (gain) loss line of the Consolidated Statement of Earnings.

REVENUE RECOGNITION — Revenue from product sales is recognized upon passagethe transfer of title and risk of loss to customers.control, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract.  Provisions for discounts, rebates and sales incentives to customers, and returns and other adjustments are provided for in the period the related sales are recorded.  Sales incentives to customers are not material.  Historical data is readily available and reliable, and is used for estimating the amount of the reduction in gross sales.  Revenue from the launch of a new product, from an improved version of an existing product, or for shipments in excess of a customer'scustomer’s normal requirements are recorded when the conditions noted above are met.  In those situations, management records a returns reserve for such revenue, if necessary.  In certain of Abbott'sAbbott’s businesses, primarily within diagnostics, and medical optics, prior to its divestiture, Abbott participates in selling arrangements that include multiple



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1 — Summary of Significant Accounting Policies (Continued)

deliverables performance obligations (e.g., instruments, reagents, procedures, and service agreements).  Under these arrangements, Abbott recognizes revenue upon deliveryThe total transaction price of the product orcontract is allocated to each performance of the service and allocates the revenueobligation in an amount based on the estimated relative standalone selling priceprices of the promised goods or services underlying each deliverable, which is based primarily on vendor specific objective evidence.performance obligation.  Sales of product rights for marketable products are recorded as revenue upon disposition of the rights. Revenue from license of product rights, or for performance of research or selling activities, is recorded over the periods earned.

        In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09,Revenue from Contracts with Customers, which provides a single comprehensive model for accounting for revenue from contracts with customers and will supersede most existing revenue recognition guidance. The standard becomes effective for Abbott in the first quarter of 2018. Abbott's revenues are primarily comprised of product sales. Abbott completed a thorough evaluation of the new standard including a detailed review of Abbott's revenue streams and contracts. Abbott does not expect the adoption of the new standard to have a material impact on its consolidated financial statements. Abbott will use the modified retrospective method to adopt this standard.

INCOME TAXES — Deferred income taxes are provided for the tax effect of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at the enacted statutory rate to be in effect when the taxes are paid.  No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax related to the U.S. Tax Cuts and Jobs Act (TCJA), or any additional outside basis differences that exist, as these amounts continue to be indefinitely reinvested in foreign operations.  Effective for fiscal years beginning after December 31, 2017, the TCJA subjects taxpayers to tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries.  Abbott treats the GILTI tax as a period expense and provides for the tax in the year that the tax is incurred.  Interest and penalties on income tax obligations are included in taxes on income.earnings.

EARNINGS PER SHARE — Unvested restricted stock units and awards 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. Earnings from Continuing Operations allocated to common shares in 2017, 20162020, 2019 and 20152018 were $346 million, $1.057$4.449 billion, $3.666 billion and $2.595$2.320 billion, respectively. Net earnings allocated to common shares in 2017, 20162020, 2019 and 20152018 were $468 million, $1.393$4.473 billion, $3.666 billion and $4.403$2.353 billion, respectively.

49

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1 — Summary of Significant Accounting Policies (Continued)

PENSION AND POST-EMPLOYMENT BENEFITS — Abbott accrues for the actuarially determined cost of pension and post-employment benefits over the service attribution periods of the employees. Abbott must develop long-term assumptions, the most significant of which are the health care cost trend rates, discount rates and the expected return on plan assets. Differences between the expected long-term return on plan assets and the actual return are amortized over a five-year period. Actuarial losses and gains are amortized over the remaining service attribution periods of the employees under the corridor method.

FAIR VALUE MEASUREMENTS — For assets and liabilities that are measured using quoted prices in active markets, total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, adjusted for contract restrictions and other terms specific to that asset or liability. For these items, a significant portion of fair value is derived by reference to quoted prices of similar assets or liabilities in active markets. For all remaining assets and liabilities, fair value is derived using a fair value model, such as a discounted cash flow model or Black-Scholes model. Purchased intangible assets are recorded at fair value. The fair value of



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1 — Summary of Significant Accounting Policies (Continued)

significant purchased intangible assets is based on independent appraisals. Abbott uses a discounted cash flow model to value intangible assets. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, risk, the cost of capital, terminal values and market participants. Intangible assets are reviewed for impairment on a quarterly basis. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually.

SHARE-BASED COMPENSATION — The fair value of stock options and restricted stock awards and units are amortized over their requisite service period, which could be shorter than the vesting period if an employee is retirement eligible, with a charge to compensation expense.

        In March 2016, the FASB issued ASU 2016-09,Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 modifies several aspects of the accounting for share-based payment transactions, including the accounting for income taxes and classification on the statement of cash flows. Abbott adopted the standard in the first quarter of 2017 and the following changes were made to the presentation of Abbott's financial statements:

LITIGATION — Abbott accounts for litigation losses in accordance with FASB ASCFinancial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No. 450, "Contingencies."“Contingencies.” Under ASC No. 450, loss contingency provisions are recorded for probable losses at management'smanagement’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded. Legal fees are recorded as incurred.

CASH, CASH EQUIVALENTS AND INVESTMENTS — Cash equivalents consist of bank time deposits, U.S. government securities money market funds and U.S. treasury bills with original maturities of three months or less.  Abbott holds certain investments with a carrying value of approximately $235$277 million that are accounted for under the equity method of accounting.  Investments held in a rabbi trust are accounted for as trading securities. All otherand investments in marketablepublicly traded equity securities are classified as available-for-sale and are recorded at fair value with any unrealized holding gains or losses, net of tax, includedand changes in Accumulated other comprehensive income (loss).fair value are recorded in earnings.  Investments in equity securities that are not traded on public stock exchanges are recorded at cost.cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.  Investments in debt securities are classified as held-to-maturity, as management has both the intent and ability to hold these securities to maturity, and are reported at cost, net of any unamortized premium or discount.  Income relating to these securities is reported as interest income.

        Abbott reviews the carrying value of investments each quarter to determine whether an other than temporary decline in fair value exists. Abbott considers factors affecting the investee, factors affecting the industry the investee operates in and general equity market trends. Abbott considers the length of time an investment's fair value has been below carrying value and the near-term prospects for recovery to carrying value. When Abbott determines that an other than temporary decline has occurred, the investment is written down with a charge to Other (income) expense, net.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1 — Summary of Significant Accounting Policies (Continued)

TRADE RECEIVABLE VALUATIONS — Accounts receivable are stated at theirthe net realizable value.amount expected to be collected.  The allowance against gross trade receivablesfor doubtful accounts reflects the bestcurrent estimate of probablecredit losses inherentexpected 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 receivables portfolio determined onaging of the basis of historical experience, specific allowances for known troubled accounts and aging trends, the historical level of charge-offs, and specific exposures related to particular customers.  Abbott also monitors other currently available information.risk factors and forward-looking information, such as country risk, when determining credit limits for customers and establishing adequate allowances.  Accounts receivable are charged off after all reasonable means to collect the full amount (including litigation, where appropriate) have been exhausted.

INVENTORIES — Inventories are stated at the lower of cost (first-in, first-out basis) or market.net realizable value. Cost includes material and conversion costs.

50

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1 — Summary of Significant Accounting Policies (Continued)

PROPERTY AND EQUIPMENT — Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. The following table shows estimated useful lives of property and equipment:

Classification

Estimated Useful Lives

Buildings

10 to 50 years (average 27 years)

Equipment

3

2 to 20 years (average 11 years)

PRODUCT LIABILITY — Abbott accrues for product liability claims when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information. The liabilities are adjusted quarterly as additional information becomes available. Receivables for insurance recoveries for product liability claims are recorded as assets, on an undiscounted basis, when it is probable that a recovery will be realized. Product liability losses are self-insured.

RESEARCH AND DEVELOPMENT COSTS — Internal research and development costs are expensed as incurred. Clinical trial costs incurred by third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development arrangements, the milestone payment obligations are expensed when the milestone results are achieved.

ACQUIRED IN-PROCESS AND COLLABORATIONS RESEARCH AND DEVELOPMENT (IPR&D) — The initial costs of rights to IPR&D projects obtained in an asset acquisition are expensed as IPR&D unless the project has an alternative future use. These costs include initial payments incurred prior to regulatory approval in connection with research and development collaboration agreements that provide rights to develop, manufacture, market and/or sell pharmaceutical or medical device products. The fair value of IPR&D projects acquired in a business combination are capitalized and accounted for as indefinite-lived intangible assets until completed and are then amortized over the remaining useful life. Collaborations are not significant.

CONCENTRATION OF RISK AND GUARANTEES — Due to the nature of its operations, Abbott is not subject to significant concentration risks relating to customers, products or geographic locations. Product warranties are not significant.

Abbott has no material exposures to off-balance sheet arrangements; no special purpose entities; nor activities that include non-exchange-traded contracts accounted for at fair value. Abbott has periodically entered into agreements in the ordinary course of business, such as assignment of product rights, with other companies, which has resulted in Abbott becoming secondarily liable for obligations that Abbott was previously primarily liable. Since Abbott no longer maintains a business relationship with the other parties, Abbott is unable to develop an estimate of the maximum potential amount of future payments, if any, under these obligations. Based upon past experience, the likelihood of payments under these agreements is



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1 — Summary of Significant Accounting Policies (Continued)

remote. Abbott periodically acquires a business or product rights in which Abbott agrees to pay contingent consideration based on attaining certain thresholds or based on the occurrence of certain events.

Note 2 — Discontinued Operations– New Accounting Standards

        OnRecently Adopted Accounting Standards

In February 27, 2015,2018, the FASB issued Accounting Standards Update (ASU)  2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows companies to reclassify stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act, from Accumulated other comprehensive income (loss) to retained earnings (Earnings employed in the business).  Abbott completedadopted the sale of its developed markets branded generics pharmaceuticals business to Mylan Inc. (Mylan) for 110 million ordinary shares (or approximately 22%) of a newly formed entity (Mylan N.V.) that combined Mylan's existing business and Abbott's developed markets branded generics pharmaceuticals business. Mylan N.V. is publicly traded. Historically, this business was included in Abbott's Established Pharmaceutical Products segment. Abbott retained its branded generics pharmaceuticals business in emerging markets. Atnew standard at the date of closing, the 110 million Mylan N.V. ordinary shares that Abbott received were valued at $5.77 billion and Abbott recorded an after-tax gain on the salebeginning of the business of approximately $1.6 billion. The shareholder agreement with Mylan N.V. includes voting and other restrictions that prevent Abbott from exercising significant influence over the operating and financial policies of Mylan N.V.

        At the close of this transaction Abbott and Mylan entered into a transition services agreement pursuant to which Abbott and Mylan provided various back office support services to each other on an interim transitional basis for up to 2 years. Certain services were extended for an additional five to ten months. Charges by Abbott under this transition services agreement were recorded as a reduction of the costs to provide the respective service in the applicable expense category in the Consolidated Statement of Earnings. This transition support did not constitute significant continuing involvement in Mylan's operations. Abbott also entered into manufacturing supply agreements with Mylan related to certain products, with the supply term ranging from 3 to 10 years and requiring a 2 year notice prior to termination. The cash flows associated with these transition services and manufacturing supply agreements are not expected to be significant, and therefore, these cash flows are not direct cash flows of the disposed component under Accounting Standards Codification 205.

        In April 2015, Abbott sold 40.25 million of the 110 million ordinary shares of Mylan N.V. received in the sale of the developed markets branded generics pharmaceuticals business to Mylan. Abbott recorded a pretax gain of $207 million on $2.29 billion in net proceeds from the sale of these shares. The gain is recognized in the Other (income) expense line of the 2015 Consolidated Statement of Earnings. As a result of this sale, Abbott's ownership interest in Mylan N.V. decreased to approximately 14%.

        In 2017, Abbott sold 69.75 million ordinary shares of Mylan N.V. and received $2.704 billion in proceeds. Abbott recorded a $45 million gain from the sale of these ordinary shares in 2017, which was recognized in the Other (income) expense, net line of the Consolidated Statement of Earnings. Abbott no longer has an ownership interest in Mylan N.V.

        On February 10, 2015, Abbott completed the sale of its animal health business to Zoetis Inc. Abbott received cash proceeds of $230 million and reported an after tax gain on the sale of approximately $130 million. In the firstfourth quarter of 2016, Abbott received an additional $25 million of proceeds due to the expiration of a holdback agreement associated with the sale of this business and reported an after-tax gain of $16 million.

2018.  As a result of the dispositionadoption of the above businesses, the operating resultsnew standard, approximately $337 million of these businesses upstranded tax effects were reclassified from Accumulated other comprehensive income (loss) to the date of sale are reported as part of discontinued operations on the Earnings from Discontinued Operations, net of taxes lineemployed in the Consolidated Statement of Earnings. Discontinued operations includebusiness.


51


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 2 — New Accounting Standards (Continued)

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires the recognition of the income tax effects of intercompany sales and transfers of assets, other than inventory, in the period in which the transfer occurs.  Abbott adopted the standard on January 1, 2018, using a modified retrospective approach and recorded a cumulative catch-up adjustment to Earnings employed in the business in the Consolidated Balance Sheet that was not significant.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which changes the methodology to be used to measure credit losses for certain financial instruments and financial assets, including trade receivables.  The new methodology requires the recognition of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial asset.  Abbott adopted the standard on January 1, 2020 and recorded a cumulative adjustment that was not significant to Earnings employed in the business in the Consolidated Balance Sheet.

Recent Accounting Standards Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which among other things, eliminates certain exceptions in the current rules regarding the approach for intraperiod tax allocations and the methodology for calculating income taxes in an interim period, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.  The standard becomes effective for Abbott in the first quarter of 2021. Adoption of this new standard will not have a material impact on Abbott’s consolidated financial statements.

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.  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 products are generally sold directly to retailers, wholesalers, distributors, hospitals, health care facilities, laboratories, physicians' offices and government agencies throughout the world.  Abbott has 4 reportable segments: Established Pharmaceutical Products, Diagnostic Products, Nutritional Products, and Medical Devices.

52

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 3 — Revenue (Continued)

The following tables provide detail by sales category:

2020

2019

2018

(in millions)

    

U.S.

    

Int’l

    

Total

    

U.S.

    

Int’l

    

Total

    

U.S.

    

Int’l

    

Total

Established Pharmaceutical Products —

Key Emerging Markets

$

$

3,209

$

3,209

$

$

3,392

$

3,392

$

$

3,363

$

3,363

Other

 

 

1,094

 

1,094

 

 

1,094

 

1,094

1,059

1,059

Total

 

 

4,303

 

4,303

 

 

4,486

��

 

4,486

4,422

4,422

Nutritionals —

Pediatric Nutritionals

 

1,987

 

2,140

 

4,127

 

1,879

 

2,282

 

4,161

1,843

2,254

4,097

Adult Nutritionals

 

1,292

 

2,228

 

3,520

 

1,231

 

2,017

 

3,248

1,232

1,900

3,132

Total

 

3,279

 

4,368

 

7,647

 

3,110

 

4,299

 

7,409

3,075

4,154

7,229

Diagnostics —

Core Laboratory

 

1,166

 

3,309

 

4,475

 

1,086

 

3,570

 

4,656

985

3,401

4,386

Molecular

 

621

 

817

 

1,438

 

149

 

293

 

442

152

332

484

Point of Care

 

369

 

147

 

516

 

438

 

123

 

561

432

121

553

Rapid Diagnostics

 

2,618

 

1,758

 

4,376

 

1,214

 

840

 

2,054

1,148

924

2,072

Total

 

4,774

 

6,031

 

10,805

 

2,887

 

4,826

 

7,713

2,717

4,778

7,495

Medical Devices —

Rhythm Management

 

903

 

1,011

 

1,914

 

1,057

 

1,087

 

2,144

1,105

1,093

2,198

Electrophysiology

 

660

 

918

 

1,578

 

742

 

979

 

1,721

678

883

1,561

Heart Failure

 

547

 

193

 

740

 

574

 

195

 

769

467

179

646

Vascular

 

853

 

1,486

 

2,339

 

1,047

 

1,803

 

2,850

1,126

1,803

2,929

Structural Heart

 

540

 

707

 

1,247

 

616

 

784

 

1,400

488

751

1,239

Neuromodulation

 

564

 

138

 

702

 

660

 

171

 

831

690

174

864

Diabetes Care

864

2,403

3,267

678

1,846

2,524

457

1,476

1,933

Total

 

4,931

 

6,856

 

11,787

 

5,374

 

6,865

 

12,239

5,011

6,359

11,370

Other

 

38

 

28

 

66

 

27

 

30

 

57

36

26

62

Total

$

13,022

$

21,586

$

34,608

$

11,398

$

20,506

$

31,904

$

10,839

$

19,739

$

30,578

Abbott recognizes revenue from product sales upon the transfer of control, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract.  For maintenance agreements that provide service beyond Abbott’s standard warranty and other service agreements, revenue is recognized ratably over the contract term. A time-based measure of progress appropriately reflects the transfer of services to the customer.  Payment terms between Abbott and its customers vary by the type of customer, country of sale, and the products or services offered.  The term between invoicing and the payment due date is not significant.

53

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 3 — Revenue (Continued)

Management exercises judgment in estimating variable consideration.  Provisions for discounts, rebates and sales incentives to customers, and returns and other adjustments are provided for in the period the related sales are recorded.  Sales incentives to customers are not material.  Historical data is readily available and reliable, and is used for estimating the amount of the reduction in gross sales.  Abbott provides rebates to government agencies, wholesalers, group purchasing organizations and other private entities.

Rebate amounts are usually based upon the volume of purchases using contractual or statutory prices for a product.  Factors used in the rebate calculations include the identification of which products have been sold subject to a rebate, which customer or government agency price terms apply, and the estimated lag time between sale and payment of a rebate.  Using historical trends, adjusted for current changes, Abbott estimates the amount of the rebate that will be paid, and records the liability as a reduction of gross sales when Abbott records its sale of the product.  Settlement of the rebate generally occurs from one to six months after sale.  Abbott regularly analyzes the historical rebate trends and makes adjustments to reserves for changes in trends and terms of rebate programs.  Historically, adjustments to prior years' rebate accruals have not been material to net income.

Other allowances charged against gross sales include cash discounts and returns, which are not significant.  Cash discounts are known within 15 to 30 days of sale, and therefore can be reliably estimated.  Returns can be reliably estimated because Abbott's historical returns are low, and because sales return terms and other sales terms have remained relatively unchanged for several periods.  Product warranties are also not significant.

Abbott also applies judgment in determining the timing of revenue recognition related to contracts that include multiple performance obligations.  The total transaction price of the contract is allocated to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.  For goods or services for which observable standalone selling prices are not available, Abbott uses an expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.

Remaining Performance Obligations

As of December 31, 2020, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) was approximately $3.8 billion in the Diagnostic Products segment and approximately $430 million in the Medical Devices segment. Abbott expects to recognize revenue on approximately 60 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 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.

Assets Recognized for Costs to Obtain a Contract with a Customer

Abbott has applied the practical expedient in ASC 340-40-25-4 and records as an expense the incremental costs of obtaining contracts with customers in the period of occurrence when the amortization period of the asset that Abbott otherwise would have recognized is one year or less.  Upfront commission fees paid to sales personnel as a result of obtaining or renewing contracts with customers are incremental to obtaining the contract.  Abbott capitalizes these amounts as contract costs.  Capitalized commission fees are amortized based on the contract duration to which the assets relate which ranges from two to ten years.  The amounts as of December 31, 2020 and 2019 were not significant.

54

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 3 — Revenue (Continued)

Additionally, the cost of transmitters provided to customers that use Abbott’s remote monitoring service with respect to certain medical devices are capitalized as contract costs.  Capitalized transmitter costs are amortized based on the timing of the transfer of services to which the assets relate, which typically ranges from eight to ten years.  The amounts as of December 31, 2020 and 2019 were not significant.

Other Contract Assets and Liabilities

Abbott discloses Trade receivables separately in the 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 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 reportable 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, 2018

$

259

Unearned revenue from cash received during the period

411

Revenue recognized related to contract liability balance

(376)

Balance at December 31, 2019

294

Unearned revenue from cash received during the period

 

505

Revenue recognized related to contract liability balance

 

(394)

Balance at December 31, 2020

$

405

Note 4 — Discontinued Operations (Continued)and Business Dispositions

an allocationThe net earnings of interest expense assuming a uniform ratiodiscontinued operations include income tax benefits of consolidated debt$24 million in 2020 and $39 million in 2018. The 2020 tax benefits primarily relate to equitythe resolution of various tax positions related to Abbott’s developed markets branded generic pharmaceuticals business which was sold to Mylan Inc. (Mylan) in 2015.  The tax positions relate to years prior to the sale to Mylan.  The 2018 tax benefits primarily relate to the resolution of various tax positions related to the operations of AbbVie Inc. (AbbVie) for all of Abbott's historical operations.

        On January 1, 2013,years prior to the separation.  Abbott completed the separation of AbbVie, Inc. (AbbVie), which was formed to hold Abbott'sAbbott’s research-based proprietary pharmaceuticals business.business, in January 2013.  Abbott has retained all liabilities for all U.S. federal and foreign income taxes on income prior to the separation, as well as certain non-income taxes attributable to AbbVie's business. AbbVie generally will be liableseparation.

Note 5 — Supplemental Financial Information

Other (income) expense, net, for all other taxes attributable to its business.

        The operating results2020, 2019 and 2018 includes approximately $205 million, $225 million and $160 million of Abbott's developed markets branded generics pharmaceuticals and animal health businesses, as well as the income, tax benefitrespectively, related to the businesses transferred to AbbVie, which are being reported as discontinued operations are as follows:non-service cost components of the net periodic benefit costs associated with the pension and post-retirement medical plans.

55

 
 Year Ended
December 31
 
(in millions)
 2017 2016 2015 

Net Sales

          

Developed markets generics pharmaceuticals and animal health businesses

 $ $ $256 

AbbVie

       

Total

 $ $ $256 

Earnings (Loss) Before Tax

          

Developed markets generics pharmaceuticals and animal health businesses

 $15 $(4)$13 

AbbVie

       

Total

 $15 $(4)$13 

Net Earnings

          

Developed markets generics pharmaceuticals and animal health businesses

 $15 $3 $62 

AbbVie

  109  318  3 

Total

 $124 $321 $65 

        The net earnings of discontinued operations include income tax benefits of $109 million in 2017, $325 million in 2016 and $52 million in 2015. The tax benefits in 2017 and 2016 primarily relate to the resolution of various tax positions related to AbbVie's operations for years prior to the separation. 2015 includes $48 million of tax benefits related to the resolution of various tax positions related to prior years.

        The sale of the developed markets branded generics pharmaceuticals and animal health business in 2015 resulted in the recognition of a pretax gain of $2.840 billion, tax expense of $1.088 billion and an after tax gain of $1.752 billion. The 2015 tax provision included $667 million of tax expense on certain prior year income earned outside the U.S. related to the developed markets branded generics pharmaceuticals businesses that were not designated as permanently reinvested overseas.

Note 3 — Assets and Liabilities Held for Disposition

        In September 2016, Abbott announced that it entered into a definitive agreement to sell Abbott Medical Optics (AMO), its vision care business, to Johnson & Johnson for $4.325 billion in cash, subject to customary purchase price adjustments for cash, debt and working capital. The decision to sell AMO reflected Abbott's proactive shaping of its portfolio in line with its strategic priorities. In February 2017,



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 5 — Supplemental Financial Information (Continued)

Note 3 — Assets and Liabilities HeldThe following summarizes the activity for Disposition (Continued)

Abbott completed the sale of AMO to Johnson & Johnson and recognized a pre-tax gain of $1.163 billion including working capital adjustments, which was reported in the Other (income) expense, net line of the Consolidated Statement of Earnings in 2017. Abbott recorded an after-tax gain of $728 million in 20172020 related to the sale of AMO. The operating results of AMO up to the date of sale continued to be included in Earnings from continuing operations as the business did not qualifyallowance for reporting as discontinued operations. For 2017, 2016 and 2015, the AMO earnings (losses) before taxes included in Abbott's consolidated earnings were $(18) million, $30 million and $64 million, respectively. Assets and liabilities of AMO were classified as held for disposition in Abbott's Consolidated Balance Sheetdoubtful accounts as of December 31, 2016.2020:

        As discussed

(in millions)

    

Allowance for Doubtful Accounts

Balance at December 31, 2019

$

228

Impact of adopting ASU 2016-13

7

Provisions/charges to income

 

88

Amounts charged off and other deductions

 

(35)

Balance at December 31, 2020

$

288

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 Note 6 — Business Acquisitions, in conjunction withestablishing, monitoring, and adjusting its allowance for doubtful accounts, including the acquisitionaging of Alere Inc. (Alere), Abbott sold the Triage MeterPro cardiovascularaccounts and toxicology businessaging trends, the historical level of charge-offs, and the assets and liabilitiesspecific exposures related to its B-type Natriuretic Peptide assay business run on Beckman Coulter analyzers to Quidel Corporation (Quidel). The legal transfer of certain assetsparticular customers.  Abbott also monitors other risk factors and liabilities related to these businesses did not occur at the close of the sale to Quidel due to, among other factors, the time required to transfer marketing authorizationsforward-looking information, such as country risk, when determining credit limits for customers and other regulatory requirements in various countries. Under the terms of the sale agreement with Abbott, Quidel is subject to the risks and entitled to the benefits generated by these operations and assets. The assets and liabilities presented as held for disposition in the Consolidated Balance Sheet as of December 31, 2017, primarily relate to the businesses sold to Quidel.establishing adequate allowances.

        The following is a summary of the assets and liabilities held for disposition as of December 31, 2017 and 2016:

(in millions)
 December 31,
2017
 December 31,
2016
 

Trade receivables, net

 $12 $222 

Total inventories

  8  240 

Prepaid expenses and other current assets

    51 

Current assets held for disposition

  20  513 

Net property and equipment

  56  247 

Intangible assets, net of amortization

  18  529 

Goodwill

  102  1,966 

Deferred income taxes and other assets

    11 

Non-current assets held for disposition

  176  2,753 

Total assets held for disposition

 $196 $3,266 

Trade accounts payable

 $ $71 

Salaries, wages, commissions and other accrued liabilities

    174 

Current liabilities held for disposition

    245 

Post-employment obligations, deferred income taxes and other long-term liabilities

    59 

Total liabilities held for disposition

 $ $304 


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 4 — Supplemental Financial Information

        Other (income) expense, net, for 2017 includes a pre-tax gain of $1.163 billion related to the sale of AMO to Jonhson & Johnson. See Note 3 — Assets and Liabilities Held for Disposition for further details. Other (income) expense, net, for 2016 includes expense of $947 million to adjust Abbott's holding of Mylan N.V. ordinary shares due to a decline in the fair value of the securities which was considered by Abbott to be other than temporary. Other (income) expense, net, for 2015 primarily relates to a $207 million gain on the sale of a portion of Abbott's position in Mylan N.V. stock and $79 million of income resulting from a decrease in the fair value of contingent consideration related to a business acquisition.

The detail of various balance sheet components is as follows:

 
 2017 2016 
 
 (in millions)
 

Long-term Investments:

       

Equity securities

 $797 $2,906 

Other

  86  41 

Total

 $883 $2,947 

        The decrease in

December 31, 

December 31, 

(in millions)

    

2020

    

2019

Long-term Investments:

Equity securities

$

776

$

836

Other

 

45

 

47

Total

$

821

$

883

Abbott’s long-term investments relatesas of December 31, 2020 declined versus the balance as of December 31, 2019 due primarily to the saleinvestment impairments totaling approximately $115 million, recorded in 2017 of the remaining ordinary shares of Mylan N.V. that Abbott held. Abbott sold 69.75 million ordinary shares of Mylan N.V. and received $2.704 billion in proceeds. Abbott recorded a $45 million pre-tax gain in 2017 related to the sale of these ordinary shares, which was recognized in the Other (income) expense, net line ofwithin the Consolidated Statement of Earnings. AsEarnings, which was partially offset by approximately $35 million of December 31, 2017, Abbott no longer has an ownership interest in Mylan N.V.additional investments during 2020.

        Abbott'sAbbott’s equity securities as of December 31, 2017,2020 and December 31, 2019, include $363$366 million and $346 million, respectively, of investments in mutual funds that are held in a rabbi trust and were acquired as part of the St. Jude Medical, Inc. (St. Jude Medical) 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 December 31, 2020 with a carrying value of $277 million that are accounted for under the equity method of accounting and other equity investments with a carrying value of $113 million that do not have a readily determinable fair value.  The $113 million carrying value is net of an approximately  $60 million impairment of an investment in 2020 for which Abbott had previously recorded an unrealized gain of approximately $50 million in 2018.


56


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 45 — Supplemental Financial Information (Continued)

In 2019, in conjunction with the acquisition of Cephea Valve Technologies, Inc., Abbott acquired a research & development (R&D) asset valued at $102 million, which was immediately expensed. The $102 million of expense was recorded in the R&D line of Abbott's Consolidated Statement of Earnings.

December 31, 

December 31, 

(in millions)

    

2020

    

2019

Other Accrued Liabilities:

Accrued rebates payable to government agencies

$

316

$

212

Accrued other rebates (a)

 

805

 

655

All other

 

4,044

 

3,168

Total

$

5,165

$

4,035

(a)Accrued wholesaler chargeback rebates of $178 million and $175 million at December 31, 2020 and 2019, 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.

December 31, 

December 31, 

(in millions)

    

2020

    

2019

Post-employment Obligations and Other Long-term Liabilities:

Defined benefit pension plans and post-employment medical and dental plans for significant plans

$

3,119

$

2,817

Deferred income taxes

 

1,406

 

1,546

Operating lease liabilities

902

755

All other (b)

 

3,684

 

3,944

Total

$

9,111

$

9,062

(b)Includes approximately $740 million and $580 million of net unrecognized tax benefits in 2020 and 2019, respectively.

57

 
 2017 2016 
 
 (in millions)
 

Other Accrued Liabilities:

       

Accrued rebates payable to government agencies

 $124 $110 

Accrued other rebates (a)

  498  296 

All other

  3,189  2,175 

Total

 $3,811 $2,581 

(a)
Accrued wholesaler chargeback rebates of $178 million and $214 million at December 31, 2017 and 2016, 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.
 
 2017 2016 
 
 (in millions)
 

Post-employment Obligations and Other Long-term Liabilities:

       

Defined benefit pension plans and post-employment medical and dental plans for significant plans

 $2,169 $2,154 

Deferred income taxes

  2,006  356 

All other (b)

  4,855  2,039 

Total

 $9,030 $4,549 
(b)
2017 includes approximately $835 million of net unrecognized tax benefits, as well as approximately $100 million of acquisition consideration payable. 2016 includes approximately $560 million of net unrecognized tax benefits, as well as approximately $130 million of acquisition consideration payable.

        Since January 2010, Venezuela has been designated as a highly inflationary economy under U.S. GAAP. In 2014 and 2015, the government of Venezuela operated multiple mechanisms to exchange bolivars into U.S. dollars. These mechanisms included the CENCOEX, SICAD, and SIMADI rates, which stood at 6.3, 13.5, and approximately 200, respectively, at December 31, 2015. In 2015, Abbott continued to use the CENCOEX rate of 6.3 Venezuelan bolivars to the U.S. dollar to report the results, financial position, and cash flows related to its operations in Venezuela since Abbott continued to qualify for this exchange rate to pay for the import of various products into Venezuela.

        On February 17, 2016, the Venezuelan government announced that the three-tier exchange rate system would be reduced to two rates renamed the DIPRO and DICOM rates. The DIPRO rate is the official rate for food and medicine imports and was adjusted from 6.3 to 10 bolivars per U.S. dollar. The DICOM rate is a floating market rate published daily by the Venezuelan central bank, which at the end of the first quarter of 2016 was approximately 263 bolivars per U.S. dollar. As a result of decreasing government approvals to convert bolivars to U.S. dollars to pay for intercompany accounts, as well as the accelerating deterioration of economic conditions in the country, Abbott concluded that it was appropriate to move to the DICOM rate at the end of the first quarter of 2016. As a result, Abbott recorded a foreign currency exchange loss of $480 million in 2016 to revalue its net monetary assets in Venezuela. Abbott is continuing to use the DICOM rate to report the results of operations and to remeasure net monetary assets for Venezuela at the end of each quarter. As of December 31, 2017, Abbott's investment in its Venezuelan operations was not significant. As a result, any additional future foreign currency losses related to Venezuela would not be material.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 56 — Accumulated Other Comprehensive Income (Loss)

The components of the changes in accumulated other comprehensive income (loss) from continuing operations, net of income taxes, are as follows: (in millions)

 
 Cumulative
Foreign
Currency
Translation
Adjustments
 Net
Actuarial
Losses and
Prior Service
Costs and
Credits
 Cumulative
Unrealized
Gains
(Losses) on
Marketable
Equity
Securities
 Cumulative
Gains
(Losses) on
Derivative
Instruments
Designated as
Cash Flow
Hedges
 Total 

Balance at December 31, 2015

 $(4,829)$(1,958)$65 $64 $(6,658)

Other comprehensive income (loss) before reclassifications

  (130) (393) (1,109) 41  (1,591)

(Income) loss amounts reclassified from accumulated other comprehensive income (a)

    67  975  (56) 986 

Net current period other comprehensive income (loss)

  (130) (326) (134) (15) (605)

Balance at December 31, 2016

  (4,959) (2,284) (69) 49  (7,263)

Impact of business dispositions

  142  6    1  149 

Other comprehensive income (loss) before reclassifications

  1,365  (333) 182  (170) 1,044 

(Income) loss amounts reclassified from accumulated other comprehensive income (a)

    90  (118) 36  8 

Net current period other comprehensive income (loss)

  1,365  (243) 64  (134) 1,052 

Balance at December 31, 2017

 $(3,452)$(2,521)$(5)$(84)$(6,062)

(a)
Reclassified amounts for foreign currency translation adjustments are recorded in the Consolidated Statement of Earnings as Net Foreign exchange (gain) loss; gains (losses) on marketable equity securities are recorded as Other (income) expense and gains/losses related to cash flow hedges are recorded as Cost of product sold. Net actuarial losses and prior service cost is included as a component of net periodic benefit plan cost — see Note 13 for additional information.

Note 6 — Business Acquisitions

        On January 4, 2017, Abbott completed the acquisition of St. Jude Medical, a global medical device manufacturer, for approximately $23.6 billion, including approximately $13.6 billion in cash and approximately $10 billion in Abbott common shares, which represented approximately 254 million shares of Abbott common stock, based on Abbott's closing stock price on the acquisition date. As part of the acquisition, approximately $5.9 billion of St. Jude Medical's debt was assumed, repaid or refinanced by Abbott. The acquisition provides expanded opportunities for future growth and is an important part of the company's ongoing effort to develop a strong, diverse portfolio of devices, diagnostics, nutritionals and branded generic pharmaceuticals. The combined business competes in nearly every area of the cardiovascular device market, as well as in the neuromodulation market.

        Under the terms of the agreement, for each St. Jude Medical common share, St. Jude Medical shareholders received $46.75 in cash and 0.8708 of an Abbott common share. At an Abbott stock price of



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 6 — Business Acquisitions (Continued)

$39.36, which reflects the closing price on January 4, 2017, this represented a value of approximately $81 per St. Jude Medical common share and total purchase consideration of $23.6 billion. The cash portion of the acquisition was funded through a combination of medium and long-term debt issued in November 2016 and a $2.0 billion 120-day senior unsecured bridge term loan facility which was subsequently repaid.

        The final allocation of the fair value of the St. Jude Medical acquisition is shown in the table below.

Cumulative

Gains (Losses)

Cumulative

Net Actuarial

on Derivative

Foreign

(Losses) and

Instruments

Currency

 Prior Service

Designated as

Translation

(Costs) and

Cash Flow

(in millions)

   

Adjustments

   

Credits

   

Hedges

   

Total

Balance at December 31, 2018

$

(4,912)

$

(2,726)

$

52

$

(7,586)

Other comprehensive income (loss) before reclassifications

(12)

 

(719)

 

2

 

(729)

(Income) loss amounts reclassified from accumulated other comprehensive income (a)

 

(95)

 

(55)

 

(150)

Net current period other comprehensive income (loss)

(12)

 

(814)

 

(53)

 

(879)

Balance at December 31, 2019

(4,924)

(3,540)

(1)

(8,465)

Other comprehensive income (loss) before reclassifications

65

 

(523)

 

(140)

 

(598)

(Income) loss amounts reclassified from accumulated other comprehensive income (a)

 

192

 

(75)

 

117

Net current period other comprehensive income (loss)

65

(331)

(215)

(481)

Balance at December 31, 2020

$

(4,859)

$

(3,871)

$

(216)

$

(8,946)

(in billions)
  
 

Acquired intangible assets, non-deductible

 $15.5 

Goodwill, non-deductible

  13.1 

Acquired net tangible assets

  3.0 

Deferred income taxes recorded at acquisition

  (2.7)

Net debt

  (5.3)

Total final allocation of fair value

 $23.6 
(a)(Income) loss amounts reclassified from accumulated other comprehensive income related to cash flow hedges are recorded as Cost of products sold. Net actuarial losses and prior service cost is included as a component of net periodic benefit cost – see Note 14 for additional information.

        The goodwill is primarily attributable to expected synergies from combining operations, as well as intangible assets that do not qualify for separate recognition. The goodwill is identifiable to the Cardiovascular and Neuromodulation Products reportable segment. The acquired tangible assets consist primarily of trade accounts receivable of approximately $1.1 billion, inventory of approximately $1.7 billion, other current assets of $176 million, property and equipment of approximately $1.5 billion, and other long-term assets of approximately $455 million. The acquired tangible liabilities consist of trade accounts payable and other current liabilities of approximately $1.1 billion and other non-current liabilities of approximately $870 million.

        In 2016, Abbott and St. Jude Medical agreed to sell certain businesses to Terumo Corporation (Terumo) for approximately $1.12 billion. The sale included the St. Jude Medical Angio-Seal™ and Femoseal™ vascular closure and Abbott's Vado® Steerable Sheath businesses. The sale closed on January 20, 2017 and no gain or loss was recorded in the Consolidated Statement of Earnings.

        On October 3, 2017, Abbott acquired Alere Inc. (Alere), a diagnostic device and service provider, for $51.00 per common share in cash, which equated to a purchase price of approximately $4.5 billion. As part of the acquisition, Abbott tendered for Alere's preferred shares for a total value of approximately $0.7 billion. In addition, approximately $3.0 billion of Alere's debt was assumed and subsequently repaid. The acquisition establishes Abbott as a leader in point of care testing, expands Abbott's global diagnostics presence and provides access to new products, channels and geographies. Abbott utilized a combination of cash on hand and debt to fund the acquisition. See Note 10 — Debt and Lines of Credit for further details regarding the debt utilized for the acquisition.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 6 — Business Acquisitions (Continued)

        The preliminary allocation of the fair value of the Alere acquisition is shown in the table below. The allocation of the fair value of the acquisition will be finalized when the valuation is completed and differences between the preliminary and final allocation could be material.

(in billions)
  
 

Acquired intangible assets, non-deductible

 $3.5 

Goodwill, non-deductible

  4.1 

Acquired net tangible assets

  0.9 

Deferred income taxes recorded at acquisition

  (0.7)

Net debt

  (2.6)

Preferred stock

  (0.7)

Total preliminary allocation of fair value

 $4.5 

        The goodwill is primarily attributable to expected synergies from combining operations, as well as intangible assets that do not qualify for separate recognition. The goodwill is identifiable to the Diagnostic Products reportable segment. The acquired tangible assets consist primarily of trade accounts receivable of approximately $430 million, inventory of approximately $425 million, other current assets of $206 million, property and equipment of approximately $540 million, and other long-term assets of $112 million. The acquired tangible liabilities consist of trade accounts payable and other current liabilities of approximately $625 million and other non-current liabilities of approximately $160 million.

        In the third quarter of 2017, Alere entered into agreements to sell its Triage MeterPro cardiovascular and toxicology business and the assets and liabilities related to its B-type Natriuretic Peptide assay business run on Beckman Coulter analyzers to Quidel Corporation (Quidel). The transactions with Quidel reflect a total purchase price of $400 million payable at the close of the transaction, $240 million payable in six annual installments beginning approximately six months after the close of the transaction, and contingent consideration with a maximum value of $40 million. In the third quarter of 2017, Alere entered into an agreement with Siemens Diagnostics Holding II B.V. (Siemens) to sell its subsidiary, Epocal Inc., for approximately $200 million payable at the close of the transaction. Alere agreed to divest these businesses in connection with the review by the Federal Trade Commission and the European Commission of Abbott's agreement to acquire Alere. The sale to Quidel closed on October 6, 2017, and the sale to Siemens closed on October 31, 2017. No gain or loss on these sales was recorded in the Consolidated Statement of Earnings.

        In 2017, consolidated Abbott results include $6.5 billion of sales and a pre-tax loss of approximately $1.3 billion related to the St. Jude Medical and Alere acquisitions, including approximately $1.5 billion of intangible amortization and $907 million of inventory step-up amortization. The pre-tax loss excludes acquisition, integration and restructuring-related costs.

        If the acquisitions of St. Jude Medical and Alere had occurred at the beginning of 2016, unaudited pro forma consolidated net sales would have been approximately $28.9 billion and the unaudited pro forma consolidated net loss from continuing operations would have been approximately $485 million in 2016. This includes amortization of approximately $940 million of inventory step-up and $1.7 billion of intangibles related to St. Jude Medical and Alere. For 2017, unaudited pro forma consolidated net sales would have been approximately $28.9 billion and unaudited pro forma consolidated net earnings from continuing operations would have been approximately $750 million, which includes $225 million of



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 6 — Business Acquisitions (Continued)

intangible amortization related to Alere. The unaudited pro forma consolidated net earnings from continuing operations for 2017 exclude inventory step-up amortization related to St. Jude Medical and Alere of approximately $907 million which was recorded in 2017 but included in the 2016 unaudited pro forma results as noted above. The unaudited pro forma information is not necessarily indicative of the consolidated results of operations that would have been realized had the St. Jude Medical and Alere acquisitions been completed as of the beginning of 2016, nor is it meant to be indicative of future results of operations that the combined entity will experience.

        On July 17, 2017, Abbott commenced a tender offer to purchase for cash the 1.77 million outstanding shares of Alere's Series B Convertible Perpetual Preferred Stock at a price of $402 per share, plus accrued but unpaid dividends to, but not including, the settlement date of the tender offer. This tender offer was subject to the satisfaction of certain conditions, including Abbott's acquisition of Alere and upon there being validly tendered (and not properly withdrawn) at the expiration date of the tender offer that number of shares of Preferred Stock that equaled at least a majority of the Preferred Stock issued and outstanding at the expiration of the tender offer. The tender offer expired on October 3, 2017. All conditions to the offer were satisfied and Abbott accepted for payment the 1.748 million shares of Preferred Stock that were validly tendered (and not properly withdrawn). The remaining shares were cashed out for an amount equal to the $400.00 per share liquidation preference of such shares, plus accrued but unpaid dividends, without interest. Payment for all of the shares of Preferred Stock was made in the fourth quarter of 2017.

        In August 2015, Abbott completed the acquisition of the equity of Tendyne Holdings, Inc. (Tendyne) that Abbott did not already own for approximately $225 million in cash plus additional payments up to $150 million to be made upon completion of certain regulatory milestones. The acquisition of Tendyne, which is focused on developing minimally invasive mitral valve replacement therapies, allows Abbott to broaden its foundation in the treatment of mitral valve disease. The final allocation of the fair value of the acquisition resulted in non-deductible acquired in-process research and development of approximately $220 million, which is accounted for as an indefinite-lived intangible asset until regulatory approval or discontinuation, non-deductible goodwill of approximately $142 million, deferred tax assets and other net assets of approximately $18 million, deferred tax liabilities of approximately $85 million, and contingent consideration of approximately $70 million. The goodwill is identifiable to the Cardiovascular and Neuromodulation Products segment. If the acquisition of Tendyne had taken place as of the beginning of the comparable prior annual reporting period, 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 $24.0$23.7 billion at December 31, 20172020 and $7.7$23.2 billion at December 31, 2016. The amounts reported at December 31, 2017 and 2016 exclude goodwill reported in non-current assets held for disposition. In 2017, approximately $2.0 billion of goodwill was included as part of the net assets sold in the AMO divestiture. Goodwill increased by $17.2 billion in 2017 due to the completion of the St. Jude Medical and Alere acquisitions, partially offset by a decrease of $1.5 billion due to the sale of certain businesses to Terumo, Quidel and Siemens.2019. Foreign currency translation increased goodwill by $653 million in 2017 and decreased goodwill by $66 million in 2016. Business acquisitionsadjustments increased goodwill by approximately $79$550 million during 2016.in 2020 and decreased goodwill $103 million in 2019. The amount of goodwill related to reportable segments at December 31, 20172020 was $3.2$3.0 billion for the Established Pharmaceutical Products segment, $286 million for the Nutritional Products segment, $4.1$3.8 billion for the Diagnostic Products segment, and $15.5$16.6 billion for the Cardiovascular and Neuromodulation ProductsMedical Devices segment.  The Cardiovascular and



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 7 — Goodwill and Intangible Assets (Continued)

Neuromodulation Products segment includes the amount previously reported under Abbott's Vascular Products segment, as well as the goodwill related to the St. Jude Medical acquisition. In 2017, thereThere was no significant0 reduction of goodwill relating to impairments.impairments in 2020 and 2019.

The gross amount of amortizable intangible assets, primarily product rights and technology, was $25.6$27.8 billion and $10.4$27.6 billion as of December 31, 20172020 and 2016,2019, respectively, and accumulated amortization was $8.1$14.2 billion and $6.2$11.9 billion as of December 31, 20172020 and 2016,2019, respectively. The December 31, 2016 amounts exclude net intangible assets reported in non-current assets held for disposition. As part of the sale of AMO in 2017, approximately $529 million of net intangible assets were included in the net assets sold. In 2017, the gross amount of amortizable intangible assets increased by approximately $14.5 billion due to the completion of the St. Jude Medical and Alere acquisitions, partially offset by a decrease of $210 million due to the sale of certain businesses to Quidel and Siemens. In 2016, intangible assets increased by approximately $104 million related to business acquisitions.

        Indefinite-lived intangible assets, which relate to in-process research and development acquired in a business combination, were approximately $3.9 billion and $349 million at December 31, 2017 and 2016, respectively. In 2017, in-process research and development increased by $4.5 billion due to the completion of the St. Jude Medical and Alere acquisitions, a portion of which became amortizable during the year. In 2017, Abbott also recorded a $53 million impairment of an in-process research and development project related to the Cardiovascular and Neuromodulation Products segment. In 2016, Abbott recorded an impairment of a $59 million in-process research and development project related to a non-reportable segment. Foreign currency translation adjustments increased intangible assets by $227approximately $67 million in 20172020 and $6decreased intangible assets by $71 million in 2016.

2019. In 2020, asset impairments related to the Medical Devices segment decreased intangible assets by $148 million. The impairment was recorded in the Cost of products sold, excluding amortization of intangible assets line of Abbott’s Consolidated Statement of Earnings. The estimated annual amortization expense for intangible assets recorded at December 31, 20172020 is approximately $2.4 billion in 2018, $2.3 billion in 2019, $2.1 billion in 2020, $2.0 billion in 2021, and $2.0 billion in 2022.2022, $1.9 billion in 2023, $1.9 billion in 2024 and $1.9 billion in 2025.  Amortizable intangible assets are amortized over 2 to 20 years (average 14 years).years.

58

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 7 — Goodwill and Intangible Assets (Continued)

Indefinite-lived intangible assets, which relate to IPR&D acquired in a business combination, were approximately $1.2 billion and $1.3 billion at December 31, 2020 and 2019, respectively.  The decrease is due to an IPR&D intangible asset related to the Medical Devices segment that became amortizable in 2020 and a $55 million impairment of an IPR&D intangible asset related to the Medical Devices segment that was recorded in the Research and development line of Abbott’s Consolidated Statement of Earnings in 2020.

Note 8 — Restructuring Plans

        InFrom 2017 to 2020, Abbott management approved restructuring plans as part of the integration of the acquisitions of St. Jude Medical into the cardiovascular and neuromodulationMedical Devices segment, and Alere Inc. (Alere) into the diagnosticsDiagnostic Products segment, in order to leverage economies of scale and reduce costs. InAs of December 31, 2017, the accrued balance associated with these actions was $68 million. From 2018 to 2020, Abbott recorded employee related severance and other charges totaling approximately $137 million, comprised of approximately $187$13 million including one-time employee termination benefits were recorded, of which approximately $5in 2020, $72 million isin 2019 and $52 million in 2018. Approximately $30 million was recorded in Cost of products sold, approximately $15 million was recorded in Research and development, and approximately $182$92 million was recorded in Selling, general and administrative expense. Abbott also assumed restructuringexpense over the last three years. As of December 31, 2020, the accrued liabilities of approximately $23 million as part ofremaining in the St. Jude Medical and Alere acquisitions. The following summarizes the activity in 2017Consolidated Balance Sheet related to these actions total $25 million and the status of the related accrual as of December 31, 2017:

(in millions)
  
 

Liabilities assumed as part of business acquisitions

 $23 

Restructuring charges

  187 

Payments and other adjustments

  (142)

Accrued balance at December 31, 2017

 $68 

primarily represent severance obligations.


Abbott Laboratories and Subsidiaries

NotesFrom 2016 to Consolidated Financial Statements (Continued)

Note 8 — Restructuring Plans (Continued)

        From 2014 to 2017,2020, Abbott management approved plans to streamline operations in order to reduce costs and improve efficiencies in various Abbott businesses including the nutritional, established pharmaceuticals and vascular businesses. Abbott recorded employee related severance and other charges of approximately $120$36 million in 2017, $332020, $66 million in 2016,2019 and $95$28 million in 2015.2018. Approximately $7$6 million in 2017, $92020, $16 million in 20162019 and $18$10 million in 20152018 are recorded in Cost of products sold, approximately $77$2 million in 2017, $52020, $28 million in 20162019 and $34$2 million in 20152018 are recorded in Research and development, and approximately $36$28 million in 2017, $192020, $22 million in 20162019 and $43$16 million in 20152018 are recorded in Selling, general and administrative expense. Additional charges of approximately $2 million in 2017, $2 million in 2016 and $45 million in 2015 were recorded primarily for accelerated depreciation.

The following summarizes the activity for these restructurings:

(in millions)
  
 

Restructuring charges recorded in 2014

 $164 

Payments and other adjustments

  (46)

Accrued balance at December 31, 2014

  118 

Restructuring charges

  95 

Payments and other adjustments

  (113)

Accrued balance at December 31, 2015

  100 

Restructuring charges

  33 

Payments and other adjustments

  (67)

Accrued balance at December 31, 2016

  66 

Restructuring charges

  120 

Payments and other adjustments

  (45)

Accrued balance at December 31, 2017

 $141 

(in millions)

    

Accrued balance at December 31, 2017

$

119

Restructuring charges

28

Payments and other adjustments

(77)

Accrued balance at December 31, 2018

70

Restructuring charges

66

Payments and other adjustments

(57)

Accrued balance at December 31, 2019

79

Restructuring charges

36

Payments and other adjustments

(45)

Accrued balance at December 31, 2020

$

70

Note 9 — Incentive Stock Program

        In connection with the completion of the St. Jude Medical acquisition in the first quarter of 2017, unvested St. Jude Medical stock options and restricted stock units were assumed by Abbott and converted into Abbott options and restricted stock units (as applicable) of substantially equivalent value, in accordance with the merger agreement. The number of shares underlying the converted options was 7,364,571 at a weighted average exercise price of $30.50. The number of restricted stock units converted was 2,324,500 at a weighted average grant date fair value of $37.69.

The 2017 Incentive Stock Program authorizes the granting of nonqualified stock options, restricted stock awards, restricted stock units, performance awards, foreign benefits and other share-based awards. Stock options and restricted stock awards and units comprise the majority of benefits that have been granted and are currently outstanding under this program and a prior program. In 2017,2020, Abbott granted 4,985,9704,015,420 stock options, 580,203569,961 restricted stock awards and 7,687,0095,239,575 restricted stock units under this program.

59

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 9 — Incentive Stock Program (Continued)

Under Abbott'sAbbott’s stock incentive programs, the purchase price of shares under option must be at least equal to the fair market value of the common stock on the date of grant, and the maximum term of an option is 10 years. Options generally vest equally over three years. Restricted stock awards generally vest betweenover 3 and 5 years, and for restricted stock awards that vest over 5 years,with no more than one-third of the



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 9 — Incentive Stock Program (Continued)

award vestsvesting in any one year upon Abbott reaching a minimum return on equity target. Restricted stock units vest over three years and upon vesting, the recipient receives one1 share of Abbott stock for each vested restricted stock unit. The aggregate fair market value of options and restricted stock awards and units is recognized as expense over the requisite service period, which may be shorter than the vesting period if an employee is retirement eligible. Forfeitures are estimated at the time of grant. Restricted stock awards and settlement of vested restricted stock units are issued out of treasury shares. Abbott generally issues new shares for exercises of stock options. As a policy, Abbott does not purchase its shares relating to its share-based programs.

In April 2017, Abbott'sAbbott’s shareholders authorized the 2017 Incentive Stock Program under which a maximum of 170 million shares were available for issuance. At December 31, 2017,2020, approximately 169113 million shares remained available for future issuance.

The numberfollowing table summarizes stock option activity for the year ended December 31, 2020 and the outstanding stock options as of December 31, 2020.

Weighted

Weighted

Average

Average

Remaining

Aggregate

(intrinsic values in millions)

    

Options

    

Exercise Price

    

Life (Years)

    

Intrinsic Value

Outstanding at December 31, 2019

29,877,915

$

48.78

 

6.2

 

$

1,138

Granted

 

4,015,420

 

87.84

Exercised

 

(4,872,830)

 

39.62

Lapsed

 

(100,619)

 

75.22

Outstanding at December 31, 2020

 

28,919,886

$

55.65

 

6.0

 

$

1,557

Exercisable at December 31, 2020

20,390,745

$

46.16

5.0

$

1,291

The following table summarizes restricted stock awards and units outstanding andactivity for the weighted-average grant-date fair value atyear ended December 31, 2017 and December 31, 2016 was 15,518,719 and $42.82 and 13,705,511 and $41.03, respectively. The number of restricted stock awards and units, and the weighted-average grant-date fair value, that were granted, converted, vested and lapsed during 2017 were 8,267,212 and $45.20, 2,324,500 and $37.69, 7,553,969 and $40.77 and 1,224,535 and $41.76, respectively. 2020.

    

Weighted

Average

    

Grant-Date

Share Units

Fair Value

Outstanding at December 31, 2019

 

14,463,314

$

65.51

Granted

 

5,809,536

 

87.83

Vested

 

(7,167,631)

 

60.67

Forfeited

 

(612,351)

 

75.16

Outstanding at December 31, 2020

 

12,492,868

$

78.19

The fair market value of restricted stock awards and units vested in 2017, 20162020, 2019 and 20152018 was $348$631 million, $225$588 million and $312$458 million, respectively.

 
 Options Outstanding Exercisable Options 
 
 Shares Weighted
Average
Exercise
Price
 Weighted
Average
Remaining
Life (Years)
 Shares Weighted
Average
Exercise
Price
 Weighted
Average
Remaining
Life (Years)
 

December 31, 2016

  35,888,333 $34.17  5.3  23,290,260 $30.48  3.5 

Granted

  4,985,970  45.03             

Converted for St. Jude Medical

  7,364,571  30.50             

Exercised

  (11,620,026) 27.85             

Lapsed

  (805,048) 39.76             

December 31, 2017

  35,813,800 $36.85  5.8  22,216,890 $34.54  4.7 

        The aggregate intrinsic value of options outstanding and exercisable at December 31, 2017 were each $500 million. The total intrinsic value of options exercised in 2017, 20162020, 2019 and 20152018 was $233$279 million, $98$315 million and $167$249 million, respectively. The total unrecognized compensation cost related to all share-based compensation plans at December 31, 20172020 amounted to approximately $291$407 million, which is expected to be recognized over the next three years.

60

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 9 — Incentive Stock Program (Continued)

Total non-cash stock compensation expense charged against income from continuing operations in 2017, 20162020, 2019 and 20152018 for share-based plans totaled approximately $406$546 million, $310$519 million and $291$477 million, respectively, and the tax benefit recognized was approximately $242$200 million, $100$197 million and $98$185 million, respectively. The increase in the 2017 tax benefit primarily relates to the $120 million of tax benefit recorded in income after the adoption of ASU 2016-09. Stock compensation cost capitalized as part of inventory is not significant.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 9 — Incentive Stock Program (Continued)

The table below summarizes the fair value of an option granted in 2017, 20162020, 2019 and 2015 was $6.54, $4.38,2018 and $6.67, respectively. The fair value of an option grant was estimated usingthe assumptions included in the Black-Scholes option-pricing model withused to estimate the following assumptions:fair value:

 
 2017 2016 2015 

Risk-free interest rate

  2.1% 1.4% 1.8%

Average life of options (years)

  6.0  6.0  6.0 

Volatility

  18.0% 17.0% 17.0%

Dividend yield

  2.4% 2.7% 2.0%

    

2020

    

2019

    

2018

Fair value

$

14.39

$

14.50

$

10.93

Risk-free interest rate

 

1.3

%

2.5

%

2.7

%

Average life of options (years)

 

6.0

6.0

6.0

Volatility

 

19.4

%  

19.8

%  

19.0

%

Dividend yield

 

1.6

%  

1.7

%  

1.9

%

The risk-free interest rate is based on the rates available at the time of the grant for zero-coupon U.S. government issues with a remaining term equal to the option'soption’s expected life. The average life of an option is based on both historical and projected exercise and lapsing data. Expected volatility is based on implied volatilities from traded options on Abbott'sAbbott’s stock and historical volatility of Abbott'sAbbott’s stock over the expected life of the option. Dividend yield is based on the option'soption’s exercise price and annual dividend rate at the time of grant.


61


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 10 — Debt and Lines of Credit

The following is a summary of long-term debt at December 31: (in millions)

 
 2017 2016 

5.125% Notes, due 2019

 $947 $947 

2.35% Notes, due 2019

  2,850  2,850 

2.50% Line of credit borrowing due 2019

  1,150   

2.80% Notes, due 2020

  500   

4.125% Notes, due 2020

  597  597 

2.00% Notes, due 2020

  750  750 

2.90% Notes, due 2021

  2,850  2,850 

2.55% Notes, due 2022

  750  750 

2.62% Term loan due 2022

  2,800   

3.25% Notes, due 2023

  900   

3.40% Notes, due 2023

  1,500  1,500 

3.875% Notes, due 2025

  500   

2.95% Notes, due 2025

  1,000  1,000 

3.75% Notes, due 2026

  3,000  3,000 

4.75% Notes, due 2036

  1,650  1,650 

6.15% Notes, due 2037

  547  547 

6.0% Notes, due 2039

  515  515 

5.3% Notes, due 2040

  694  694 

4.75% Notes, due 2043

  700   

4.90% Notes, due 2046

  3,250  3,250 

Unamortized debt issuance costs

  (119) (117)

Other, including fair value adjustments relating to interest rate hedge contracts designated as fair value hedges

  (121) (102)

Total, net of current maturities

  27,210  20,681 

Current maturities of long-term debt

  508  3 

Total carrying amount

 $27,718 $20,684 

        In

(in millions)

    

2020

    

2019

0.00% Notes, due 2020

$

$

1,272

2.55% Notes, due 2022

750

750

0.875% Notes, due 2023

1,398

1,272

3.40% Notes, due 2023

1,050

1,050

5-year term loan due 2024

577

546

0.10% Notes, due 2024

724

658

3.875% Notes, due 2025

500

500

2.95% Notes, due 2025

1,000

1,000

1.50% Notes, due 2026

1,398

1,272

3.75% Notes, due 2026

1,700

1,700

0.375% Notes, due 2027

724

658

1.15% Notes, due 2028

650

1.40% Notes, due 2030

650

4.75% Notes, due 2036

1,650

1,650

6.15% Notes, due 2037

 

547

 

547

6.00% Notes, due 2039

 

515

 

515

5.30% Notes, due 2040

 

694

 

694

4.75% Notes, due 2043

 

700

 

700

4.90% Notes, due 2046

3,250

3,250

Unamortized debt issuance costs

(87)

(90)

Other, including fair value adjustments relating to interest rate hedge contracts designated as fair value hedges

 

144

 

(6)

Total carrying amount of long-term debt

 

18,534

 

17,938

Less: Current portion

 

7

 

1,277

Total long-term portion

$

18,527

$

16,661

On June 24, 2020, Abbott completed the first quarterissuance of 2017, as part of the acquisition of St. Jude Medical, Abbott's long-term debt increased due to the assumption of outstanding debt previously issued by St. Jude Medical. Abbott exchanged certain St. Jude Medical debt obligations with an$1.3 billion aggregate principal amount of approximately $2.9 billion for debt issued by Abbott which consists of:


Principal Amount

2.00% Senior Notes due 2018

$473.8 million

2.80% Senior Notes due 2020

$483.7 million

3.25% Senior Notes due 2023

$818.4 million

3.875% Senior Notes due 2025

$490.7 million

4.75% Senior Notes due 2043

$639.1 million

        Following this exchange, approximately $194.2senior notes, consisting of $650 million of existing St. Jude Medical notes remainits 1.15% Notes due 2028 and $650 million of its 1.40% Notes due 2030.

On September 28, 2020, Abbott repaid the €1.140 billion outstanding across the five seriesprincipal amount of existing notes which have the same coupons and maturities as those listed above. There were no significant costs associated with the exchange of debt. In addition, during theits 0.00% Notes due 2020 upon maturity.  The repayment equated to approximately $1.3 billion.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 10 — Debt and Lines of Credit (Continued)

first quarter of 2017, Abbott assumed and subsequently repaid approximately $2.8 billion of various St. Jude Medical debt obligations.

        On January 4, 2017, as part of funding the cash portion of the St. Jude Medical acquisition, Abbott borrowed $2.0 billion under a 120-day senior unsecured bridge term loan facility. This facility was repaid during the first quarter of 2017.

        In 2017, Abbott issued 364-day yen-denominated debt, of which $195 million was outstanding at December 31, 2017. Abbott also paid off a $479 million yen-denominated short-term borrowing during the year.

        On July 31, 2017, Abbott entered into a 5-year term loan agreement that allowed Abbott to borrow up to $2.8 billion on an unsecured basis for the acquisition of Alere. On October 3, 2017, Abbott borrowed $2.8 billion under this term loan agreement to finance the acquisition of Alere, to repay certain indebtedness of Abbott and Alere, and to pay fees and expenses in connection with the acquisition. Borrowings under the term loan bore interest based on a Eurodollar rate, plus an applicable margin based on Abbott's credit ratings. Abbott paid off this term loan on January 5, 2018.

        On October 3, 2017 Abbott borrowed $1.7 billion under its lines of credit. Proceeds from such borrowing were used to finance the acquisition of Alere, to repay certain indebtedness of Abbott and Alere, and to pay fees and expenses in connection with the acquisition. Thesehas readily available financial resources, including unused lines of credit are part of a 2014 revolving credit agreement that providessupport commercial paper borrowing arrangements and provide Abbott with the ability to borrow up to $5 billion on an unsecured basis. AdvancesThe lines of credit are part of a Five Year Credit Agreement (Revolving Credit Agreement) that Abbott entered into on November 12, 2020. At that time, Abbott also terminated its 2018 revolving credit agreement.  There were 0 outstanding borrowings under the 2018 revolving credit agreement includingat the $1.7 billion borrowing in October 2017,time of its termination.  Any borrowings under the Revolving Credit Agreement will mature and be payable on July 10, 2019. The $1.7 billion borrowing boreNovember 12, 2025. Any borrowings under the Revolving Credit Agreement will bear interest, at Abbott’s option, based on either a base rate or Eurodollar rate, plus an applicable margin based on Abbott'sAbbott’s credit ratings. Prior to October 3, 2017, no amounts were previously drawn under the revolving credit agreement. In the fourth quarter of 2017, Abbott paid off $550 million on the revolving loan. Abbott paid off the remaining balance on this revolving loan on January 5, 2018.

        In the fourth quarter of 2017, in conjunction with the acquisition of Alere, Abbott assumed and subsequently repaid $3.0 billion of Alere's debt.

        In November 2016, Abbott issued $15.1 billion of medium and long-term debt to primarily fund the cash portion of the acquisition of St. Jude Medical. Abbott issued $2.85 billion of 2.35% Senior Notes due November 22, 2019; $2.85 billion of 2.90% Senior Notes due November 30, 2021; $1.50 billion of 3.40% Senior Notes due November 30, 2023; $3.00 billion of 3.75% Senior Notes due November 30, 2026; $1.65 billion of 4.75% Senior Notes due November 30, 2036; and $3.25 billion of 4.90% Senior Notes due November 30, 2046. In November 2016, Abbott also entered into interest rate swap contracts totaling $3.0 billion related to the new debt, which have the effect of changing Abbott's obligation from a fixed interest rate to a variable interest rate obligation on the related debt instruments.62

        In March 2015, Abbott issued $2.5 billion of long-term debt consisting of $750 million of 2.00% Senior Notes due March 15, 2020; $750 million of 2.55% Senior Notes due March 15, 2022; and $1.0 billion of 2.95% Senior Notes due March 15, 2025. Proceeds from this debt were used to pay down short-term borrowings. Abbott also entered into interest rate swap contracts totaling $2.5 billion, of which $1.5 billion was unwound in 2017. These contracts have the effect of changing Abbott's obligation from a fixed interest rate to a variable interest rate obligation.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 10 — Debt and Lines of Credit (Continued)

In 2019, Abbott’s long-term borrowings and debt issuance included the following:

On November 19, 2019, Abbott’s wholly owned subsidiary, Abbott Ireland Financing DAC, completed an offering of €1.180 billion of long-term debt consisting of €590 million of 0.10% Notes due 2024 and €590 million of 0.375% Notes due 2027. The proceeds equated to approximately $1.3 billion. The Notes are guaranteed by Abbott.
On November 21, 2019, Abbott borrowed ¥59.8 billion under a 5-year term loan and designated the yen-denominated loan as a hedge of its net investment in certain foreign subsidiaries. The term loan bears interest at TIBOR plus a fixed spread, and the interest rate is reset quarterly. The proceeds equated to approximately $550 million.

In 2019, Abbott’s repayment of long-term debt included the following:

$0.500 billion outstanding principal amount of its 2.80% Notes due 2020 – redeemed on February 24, 2019
$2.850 billion principal amount of its 2.9% Notes due 2021 – redeemed on December 19, 2019. Abbott incurred a charge of $63 million related to the early repayment of this debt.

The 2.80% Notes were redeemed under the board of directors’ 2018 bond redemption authorization discussed below.  The 2.9% Notes were redeemed under a bond redemption authorization approved by the board of directors in September 2019 for the early redemption of up to $5 billion of outstanding long-term notes. The 2019 bond redemption authorization superseded the board’s 2018 authorization. $2.15 billion of the $5 billion authorization remans available as of December 31, 2020.

On January 5, 2018, Abbott repaid $2.8 billion under a 5-year term loan agreement and $1.15 billion of borrowings under its lines of credit.  

On February 16, 2018, the board of directors authorized the early redemption of up to $5 billion of outstanding long-term notes. 2018 redemptions under this authorization include the following:

$0.947 billion principal amount of its 5.125% Notes due 2019 – redeemed on March 22, 2018
$1.055 billion of the $2.850 billion principal amount of its 2.35% Notes due 2019 – redeemed on March 22, 2018
$1.300 billion of the $1.795 billion outstanding principal amount of its 2.35% Notes due 2019 – redeemed on June 22, 2018
$0.495 billion outstanding principal amount of its 2.35% Notes due 2019 – redeemed on September 28, 2018

Abbott incurred a net charge of $14 million related to the March 22, 2018 early repayment of debt.

On September 17, 2018, Abbott repaid upon maturity the $500 million aggregate principal amount outstanding of the 2.00% Senior Notes due 2018.

On September 27, 2018, Abbott’s wholly owned subsidiary, Abbott Ireland Financing DAC, completed a euro debt offering of €3.420 billion of long-term debt consisting of €1.140 billion of non-interest bearing Senior Notes due 2020 at 99.727% of par value; €1.140 billion of 0.875% Senior Notes due 2023 at 99.912% of par value; and €1.140 billion of 1.50% Senior Notes due 2026 at 99.723% of par value.  The proceeds equated to approximately $4 billion. The notes are guaranteed by Abbott.

63

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 10 — Debt and Lines of Credit (Continued)

On October 28, 2018, Abbott redeemed approximately $4 billion of debt, which included $750 million principal amount of its 2.00% Notes due 2020; $597 million principal amount of its 4.125% Notes due 2020; $900 million principal amount of its 3.25% Notes due 2023; $450 million principal amount of its 3.4% Notes due 2023; and $1.300 billion principal amount of its 3.75% Notes due 2026.  These amounts were in addition to the $5 billion authorization in 2018 discussed above. In conjunction with the redemption, Abbott unwound approximately $1.1 billion in interest rate swaps relating to the 3.40% Note due in 2023 and the 3.75% Note due in 2026. Abbott incurred a net charge of $153 million related to the early repayment of this debt and the unwinding of related interest rate swaps.

Principal payments required on long-term debt outstanding at December 31, 20172020 are $508$7 million in 2018, $5.0 billion in 2019, $1.8 billion in 2020, $2.9 billion in 2021, $3.6 billion$753 million in 2022, and $14.3$2.4 billion in 2023, $1.3 billion in 2024, $1.5 billion in 2025 and $12.5 billion in 2026 and thereafter.

At December 31, 2017, Abbott's2020, Abbott’s long-term debt rating was BBBA by Standard & Poor'sPoor’s Corporation and Baa3A3 by Moody's Investors Service (Moody's). In February 2018, Moody's raised Abbott's rating to Baa2 with a positive outlook. Abbott has readily available financial resources, including lines of credit of $5.0 billion which expire in 2019 and that support commercial paper borrowing arrangements. Abbott'sMoody’s. Abbott’s weighted-average interest rate on short-term borrowings was 0.3% 0.4%at December 31, 2017, 0.6%2020, 2019 and 2018.

Note 11 — Leases

Leases where Abbott is the Lessee

Abbott has entered into operating leases as the lessee for office space, manufacturing facilities, R&D laboratories, warehouses, vehicles and equipment.  Finance leases are not significant.  Abbott’s operating leases generally have remaining lease terms of 1 to 10 years. Some leases include options to extend beyond the original lease term, generally up to 10 years and some include options to terminate early. These options have been included in the determination of the lease liability when it is reasonably certain that the option will be exercised.

For all of its asset classes, Abbott elected the practical expedient allowed under FASB ASC No. 842, “Leases” to account for each lease component (e.g., the right to use office space) and the associated non-lease components (e.g., maintenance services) as a single lease component. Abbott also elected the short-term lease accounting policy for all asset classes; therefore, Abbott is not recognizing a lease liability or right of use (ROU) asset for any lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that Abbott is reasonably certain to exercise.

As Abbott’s leases typically do not provide an implicit rate, the interest rate used to determine the present value of the payments under each lease typically reflects Abbott’s incremental borrowing rate based on information available at the lease commencement date.  Abbott’s incremental borrowing rates at January 1, 2019 were used for operating leases that commenced prior to January 1, 2019 when ASC 842 was adopted.

64

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 11 — Leases (Continued)

The following table provides information related to Abbott’s operating leases:

(in millions, except weighted averages)

    

2020

    

2019

Operating lease cost (a)

$

329

$

314

Cash paid for amounts included in the measurement of operating lease liabilities

264

253

ROU assets arising from entering into new operating lease obligations

396

310

Weighted average remaining lease term at December 31 (in years)

8

8

Weighted average discount rate at December 31

3.2

%

3.9

%

(a)Includes short-term lease expense and variable lease costs, which were immaterial in the years ended December 31, 2020 and 2019.

Future minimum lease payments under non-cancellable operating leases as of December 31, 20162020 were as follows:

(in millions)

    

2021

$

272

2022

 

228

2023

 

177

2024

 

131

2025

 

100

Thereafter

 

407

Total future minimum lease payments – undiscounted

 

1,315

Less: imputed interest

 

(172)

Present value of lease liabilities

$

1,143

The following table summarizes the amounts and 0.2% atlocation of operating lease ROU assets and lease liabilities:

(in millions)

    

December 31, 2020

    

December 31, 2019

    

Balance Sheet Caption

Operating Lease - ROU Asset

$

1,101

$

934

Deferred income taxes and other assets

Operating Lease Liability:

 

  

Current

$

241

$

205

Other accrued liabilities

Non-current

 

902

755

Post-employment obligations and other long-term liabilities

Total Liability

$

1,143

$

960

  

65

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 11 — Leases (Continued)

Leases where Abbott is the Lessor

Certain assets, primarily diagnostics instruments, are leased to customers under contractual arrangements that typically include an operating or sales-type lease as well as performance obligations for reagents and other consumables. Sales-type leases are not significant. Contract terms vary by customer and may include options to terminate the contract or options to extend the contract. Where instruments are provided under operating lease arrangements, some portion or the entire lease revenue may be variable and subject to subsequent non-lease component (e.g., reagent) sales. The allocation of revenue between the lease and non-lease components is based on stand-alone selling prices. Operating lease revenue represented less than 3 percent of Abbott’s total net sales in the years ended December 31, 2015.2020 and 2019.

        In February 2016, Abbott obtained a commitment for a 364-day senior unsecured bridge term loan facility for an amount notAssets related to exceed $9operating leases are reported within Net property and equipment on the Consolidated Balance Sheet.  The original cost and the net book value of such assets were $3.3 billion in conjunction with its pending acquisitionand $1.4 billion, respectively, as of Alere. This commitment, which was automatically extended for up to 90 days on January 29, 2017, expired on April 30, 2017December 31, 2020 and was not renewed since Abbott did not need this bridge facility to finance the Alere acquisition. The fees associated with the bridge facilities were recognized in interest expense.$2.8 billion and $1.2 billion, respectively, as of December 31, 2019.

Note 1112 — 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 $3.3$8.1 billion at December 31, 2017,2020, and $2.6$6.8 billion at December 31, 2016,2019, 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. At December 31, 2016, $107 million of the notional amount related to AMO, a business that was divested in the first quarter of 2017. Accumulated gains and losses as of December 31, 20172020 will be included in Cost of products sold at the time the products are sold, generally through the next twelve to eighteen months. The amount of hedge ineffectiveness was not significant in 2017, 2016 and 2015.

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, and Japanese yen, 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 and Japanese yen.currencies. At December 31, 2017, 20162020 and 2015,2019, Abbott held gross notional amounts of $20.1 billion, $14.9$11.0 billion and $14.0$9.1 billion, respectively, of such foreign currency forward exchange contracts. At December 31, 2016, $1.2

In November 2019, Abbott borrowed ¥59.8 billion ofunder a 5-year term loan and designated the contracts related to AMO, a business that was divested in the first quarter of 2017.

        In March 2017, Abbott repaid its $479 million foreign denominated short-term debt which was designatedyen-denominated loan as a hedge of the net investment in acertain foreign subsidiary. At December 31, 2016 and 2015, thesubsidiaries. The proceeds equated to approximately $550 million.  The value of this short-termlong-term debt was $454approximately $577 million and $439$546 million respectively,as of December 31, 2020 and changesDecember 31, 2019, respectively. The change in the fair value of the debt, up through the date of repaymentwhich is due to changes in foreign exchange rates, werewas recorded in Accumulated other comprehensive income (loss), net of tax.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

Abbott is a party to interest rate hedge contracts totaling notional amounts of $4.0approximately $2.9 billion at December 31, 2017, $5.5 billion at December 31, 20162020 and $4.0 billion at December 31, 2015,2019, 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. No hedge ineffectiveness was recorded in income in 2017, 2016 and 2015 for these hedges.

In the second quarter of 2017,October 2018, Abbott unwound approximately $1.5$1.1 billion in interest rate swaps relating to the 2.00%3.40% Note due in 20202023 and the 2.55%3.75% Note due in 2022. The proceeds received were not significant.

        In December 2016, Abbott unwound approximately $1.5 billion in interest rate swaps relating to the 4.125% Note due in 2020 and the 5.125% Note due in 2019.2026.  As a part of the unwinding, Abbott receivedpaid approximately $55$90 million in cash, which was included in the Cash Flow From Financing Activities section of the Consolidated Statement of Cash Flows in 2016.2018.

        Gross unrealized holding gains (losses) on available-for-sale equity securities totaled $(5) million, $10 million

66

Abbott Laboratories and $171 million at December 31, 2017, 2016Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 12 — Financial Instruments, Derivatives and 2015, respectively.Fair Value Measures (Continued)

The following table summarizes the amounts and location of certain derivative financial instruments as of December 31:

 
 Fair Value — Assets Fair Value — Liabilities
 
 2017 2016 Balance Sheet Caption 2017 2016 Balance Sheet Caption
 
  
  
 (in millions)
  
  
  

Interest rate swaps designated as fair value hedges

 $  $8 Deferred income taxes and other assets $93 $74 Post-employment obligations and other long-term liabilities

Foreign currency forward exchange contracts —

                

Hedging instruments

  21  99 Other prepaid expenses and receivables  106  15 Other accrued liabilities

Others not designated as hedges

  117  177 Other prepaid expenses and receivables  99  67 Other accrued liabilities

Debt designated as a hedge of net investment in a foreign subsidiary

     n/a    454 Short-term borrowings

 $138 $284   $298 $610  


Abbott Laboratories and Subsidiaries

Fair Value — Assets

Fair Value — Liabilities

(in millions)

    

    

2020

    

2019

    

Balance Sheet Caption

    

2020

    

2019

    

Balance Sheet Caption

Interest rate swaps designated as fair value hedges

$

210

$

48

 

Deferred income taxes and other assets

$

$

 

Post-employment obligations and other long-term liabilities

Foreign currency forward exchange contracts:

Hedging instruments

 

30

 

110

 

Other prepaid expenses and receivables

 

433

 

56

 

Other accrued liabilities

Others not designated as hedges

 

60

 

38

Other prepaid expenses and receivables

 

65

 

33

Other accrued liabilities

Debt designated as a hedge of net investment in a foreign subsidiary

n/a

577

546

Long-term debt

$

300

$

196

$

1,075

$

635

Notes to Consolidated Financial Statements (Continued)

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, debt designated as a hedge of net investment in a foreign subsidiary and certain other derivative financial instruments, as well as the amounts and location of income (expense) and gain (loss) reclassified into income. The amount

Gain (loss) Recognized in

Income (expense) and

Other Comprehensive

Gain (loss) Reclassified

Income (loss)

into Income

(in millions)

    

2020

    

2019

    

2018

    

2020

    

2019

    

2018

    

Income Statement Caption

Foreign currency forward exchange contracts designated as cash flow hedges

$

(207)

$

9

$

73

$

102

$

79

$

(114)

Cost of products sold

Debt designated as a hedge of net investment in a foreign subsidiary

 

(31)

 

4

 

 

n/a

 

n/a

 

n/a

 

n/a

Interest rate swaps designated as fair value hedges

 

n/a

 

n/a

 

n/a

 

162

 

148

 

(97)

 

Interest expense

A loss of hedge ineffectiveness was not significant in 2017, 2016 and 2015 for these hedges.

 
 Gain (loss) Recognized in
Other Comprehensive
Income (loss)
 Income (expense) and
Gain (loss) Reclassified
into Income
  
 
 Income Statement
Caption
 
 2017 2016 2015 2017 2016 2015
 
 (in millions)
  

Foreign currency forward exchange contracts designated as cash flow hedges

 $(226)$49 $91 $(48)$48 $124 Cost of products sold

Debt designated as a hedge of net investment in a foreign subsidiary

  (25) (15) 6       n/a

Interest rate swaps designated as fair value hedges

  n/a  n/a  n/a  (24) (127) 15 Interest expense

        Losses$171 million, a gain of $64 million, gains of $8$75 million and lossesa loss of $77$100 million were recognized in 2017, 20162020, 2019 and 2015,2018, respectively, related to foreign currency forward exchange contracts not designated as hedges. These amounts are reported in the Consolidated Statement of Earnings on the Net foreign exchange (gain) loss line.

The interest rate swaps 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 hedged debt is marked to market, offsetting the effect of marking the interest rate swaps to market.

67

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 12 — Financial Instruments, Derivatives and Fair Value Measures (Continued)

The carrying values and fair values of certain financial instruments as of December 31 are shown in the table below. 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 nonperformance by these counterparties.

2020

2019

Carrying

Fair

Carrying

Fair

(in millions)

    

Value

    

Value

    

Value

    

Value

Long-term Investment Securities:

Equity securities

$

776

$

776

$

836

$

836

Other

 

45

 

45

 

47

 

47

Total Long-term debt

 

(18,534)

 

(22,809)

 

(17,938)

 

(20,772)

Foreign Currency Forward Exchange Contracts:

Receivable position

 

90

 

90

 

148

 

148

(Payable) position

 

(498)

 

(498)

 

(89)

 

(89)

Interest Rate Hedge Contracts:

Receivable position

 

210

 

210

 

48

 

48

(Payable) position

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

68

 
 2017 2016 
 
 Carrying
Value
 Fair
Value
 Carrying
Value
 Fair
Value
 
 
 (in millions)
 

Long-term Investment Securities:

             

Equity securities

 $797 $797 $2,906 $2,906 

Other

  86  86  41  42 

Total Long-term Debt

  (27,718) (29,018) (20,684) (21,147)

Foreign Currency Forward Exchange Contracts:

             

Receivable position

  138  138  276  276 

(Payable) position

  (205) (205) (82) (82)

Interest Rate Hedge Contracts:

             

Receivable position

      8  8 

(Payable) position

  (93) (93) (74) (74)


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1112 — 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 
 
 Outstanding
Balances
 Quoted
Prices in
Active Markets
 Significant Other
Observable
Inputs
 Significant
Unobservable
Inputs
 
 
 (in millions)
 

December 31, 2017:

             

Equity securities

 $374 $374 $ $ 

Foreign currency forward exchange contracts

  138    138   

Total Assets

 $512 $374 $138 $ 

Fair value of hedged long-term debt

 $3,898 $ $3,898 $ 

Interest rate swap financial instruments

  93    93   

Foreign currency forward exchange contracts

  205    205   

Contingent consideration related to business combinations

  120      120 

Total Liabilities

 $4,316 $ $4,196 $120 

December 31, 2016:

             

Equity securities

 $2,676 $2,676 $ $ 

Interest rate swap financial instruments

  8    8   

Foreign currency forward exchange contracts

  276    276   

Total Assets

 $2,960 $2,676 $284 $ 

Fair value of hedged long-term debt

 $5,413 $ $5,413 $ 

Interest rate swap financial instruments

  74    74   

Foreign currency forward exchange contracts

  82    82   

Contingent consideration related to business combinations

  136      136 

Total Liabilities

 $5,705 $ $5,569 $136 

        The decrease in equity securities in 2017 was driven by the sale of the remaining Mylan N.V. ordinary shares held by Abbott. Abbott sold 69.75 million ordinary shares of Mylan N.V. in 2017 which had a value of approximately $2.7 billion. The fair value of the Mylan N.V. equity securities up through the date of sale was determined based on the value of the publicly-traded ordinary shares.

Basis of Fair Value Measurement

Quoted

Significant

Prices in

Other

Significant

Outstanding

Active

Observable

Unobservable

(in millions)

    

Balances

    

Markets

    

Inputs

    

Inputs

December 31, 2020:

Equity securities

$

386

$

386

$

$

Interest rate swap derivative financial instruments

 

210

 

 

210

 

Foreign currency forward exchange contracts

 

90

 

 

90

 

Total Assets

$

686

$

386

$

300

$

Fair value of hedged long-term debt

$

3,049

$

$

3,049

$

Foreign currency forward exchange contracts

 

498

 

 

498

 

Contingent consideration related to business combinations

 

68

 

 

 

68

Total Liabilities

$

3,615

$

$

3,547

$

68

December 31, 2019:

Equity securities

$

357

$

357

$

$

Interest rate swap derivative financial instruments

48

48

Foreign currency forward exchange contracts

 

148

 

 

148

 

Total Assets

$

553

$

357

$

196

$

Fair value of hedged long-term debt

$

2,890

$

$

2,890

$

Foreign currency forward exchange contracts

 

89

 

 

89

 

Contingent consideration related to business combinations

 

68

 

 

 

68

Total Liabilities

$

3,047

$

$

2,979

$

68

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 the 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.

Contingent consideration relates to businesses acquired by Abbott. The fair value of the contingent consideration was determined based on an independent appraisalsappraisal adjusted for the time value of money and other changes in fair value primarily resulting from changes in regulatory timelines. Contingent consideration relates to businesses acquired by Abbott.value. The maximum amount for certain contingent consideration is not determinable as it is based on a percent of certain sales.  Excluding such contingent consideration, the maximum amount estimated to be due is approximately $525$200 million, which is dependent upon attaining certain sales thresholds or based on the occurrence of certain events, such as regulatory approvals.


69


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1213 — 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 $115$90 million to $160$120 million. The recorded accrual balance at December 31, 20172020 for these proceedings and exposures was approximately $135$105 million. This accrual represents management'smanagement’s best estimate of probable loss, as defined by FASB ASC No. 450, "Contingencies."“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'sAbbott’s financial position, cash flows, or results of operations.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1314 — Post-Employment Benefits

Retirement plans consist of defined benefit, defined contribution and medical and dental plans. Information for Abbott'sAbbott’s major defined benefit plans and post-employment medical and dental benefit plans is as follows:

Medical and Dental

Defined Benefit Plans

Plans

(in millions)

    

2020

    

2019

    

2020

    

2019

Projected benefit obligations, January 1

$

11,238

$

9,093

$

1,556

$

1,292

Service cost — benefits earned during the year

 

336

 

250

 

46

 

23

Interest cost on projected benefit obligations

 

300

 

337

 

42

 

52

(Gains) losses, primarily changes in discount rates, plan design changes, law changes and differences between actual and estimated health care costs

 

1,305

 

1,856

 

(5)

 

228

Benefits paid

 

(327)

 

(302)

 

(73)

 

(76)

Other, including foreign currency translation

 

277

 

4

 

1

 

37

Projected benefit obligations, December 31

$

13,129

$

11,238

$

1,567

$

1,556

Plan assets at fair value, January 1

$

10,277

$

8,553

$

360

$

351

Actual return (loss) on plan assets

 

1,463

 

1,622

 

46

 

65

Company contributions

 

400

 

382

 

12

 

12

Benefits paid

 

(327)

 

(302)

 

(65)

 

(68)

Other, including foreign currency translation

 

205

 

22

 

 

Plan assets at fair value, December 31

$

12,018

$

10,277

$

353

$

360

Projected benefit obligations greater than plan assets, December 31

$

(1,111)

$

(961)

$

(1,214)

$

(1,196)

Long-term assets

$

824

$

687

$

$

Short-term liabilities

 

(29)

 

(26)

 

(1)

 

(1)

Long-term liabilities

 

(1,906)

 

(1,622)

 

(1,213)

 

(1,195)

Net liability

$

(1,111)

$

(961)

$

(1,214)

$

(1,196)

Amounts Recognized in Accumulated Other Comprehensive Income (loss):

Actuarial losses, net

$

4,559

$

4,131

$

486

$

529

Prior service cost (credits)

 

(5)

 

(2)

 

(67)

 

(95)

Total

$

4,554

$

4,129

$

419

$

434

70

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

 
 Defined Benefit
Plans
 Medical and
Dental Plans
 
(in millions)
 2017 2016 2017 2016 

Projected benefit obligations, January 1

 $8,517 $7,820 $1,274 $1,262 

Service cost — benefits earned during the year

  283  263  25  26 

Interest cost on projected benefit obligations

  287  288  45  43 

(Gains) losses, primarily changes in discount rates, plan design changes, law changes and differences between actual and estimated health care costs

  752  645  149  13 

Benefits paid

  (276) (242) (80) (71)

Other, including foreign currency translation

  390  (257) (20) 1 

Projected benefit obligations, December 31

 $9,953 $8,517 $1,393 $1,274 

Plan assets at fair value, January 1

 $7,542 $6,772 $416 $441 

Actual return on plans' assets

  1,107  631  65  28 

Company contributions

  645  582  12  10 

Benefits paid

  (276) (242) (74) (63)

Other, including foreign currency translation

  280  (201)    

Plan assets at fair value, December 31

 $9,298 $7,542 $419 $416 

Projected benefit obligations greater than plan assets, December 31

 $(655)$(975)$(974)$(858)

Long-term assets

 $563 $340 $ $ 

Short-term liabilities

  (21) (18) (2) (1)

Long-term liabilities

  (1,197) (1,297) (972) (857)

Net liability

 $(655)$(975)$(974)$(858)

Amounts Recognized in Accumulated Other Comprehensive Income (loss):

             

Actuarial losses, net

 $3,466 $3,301 $456 $373 

Prior service cost (credits)

  (9)   (208) (254)

Total

 $3,457 $3,301 $248 $119 

Note 14 — Post-Employment Benefits (Continued)

The $1.3 billion and $1.9 billion of defined benefit plan losses in 2020 and 2019, respectively, that increased the projected benefit obligations in those years, primarily reflect the year-over-year decline in the discount rates used to measure the obligations. The projected benefit obligations for non-U.S. defined benefit plans was $3.0were $4.1 billion and $2.5$3.3 billion at December 31, 20172020 and 2016,2019, respectively. The accumulated benefit obligations for all defined benefit plans were $8.9$11.9 billion and $7.4$10.2 billion at December 31, 20172020 and 2016,2019, respectively.



Abbott LaboratoriesFor plans where the projected benefit obligations exceeded plan assets at December 31, 2020 and Subsidiaries
2019, the projected benefit obligations and the aggregate plan assets were as follows:

Notes to Consolidated Financial Statements (Continued)

(in millions)

    

2020

    

2019

Projected benefit obligation

$

8,946

$

7,585

Fair value of plan assets

 

7,010

 

5,936

Note 13 — Post-Employment Benefits (Continued)

For plans where the accumulated benefit obligations exceeded plan assets at December 31, 20172020 and 2016,2019, the aggregate accumulated benefit obligations, the projected benefit obligations and the aggregate plan assets were as follows:

(in millions)
 2017 2016 

Accumulated benefit obligation

 $1,664 $1,485 

Projected benefit obligation

  1,892  1,697 

Fair value of plan assets

  696  653 

(in millions)

    

2020

    

2019

Accumulated benefit obligation

$

2,459

$

1,985

Projected benefit obligation

 

2,773

 

2,266

Fair value of plan assets

 

965

 

821

The components of the net periodic benefit cost were as follows:

 
 Defined Benefit Plans Medical and
Dental Plans
 
 
 2017 2016 2015 2017 2016 2015 
 
 (in millions)
 

Service cost — benefits earned during the year

 $283 $263 $307 $25 $26 $33 

Interest cost on projected benefit obligations

  287  288  314  45  43  52 

Expected return on plans' assets

  (613) (565) (511) (33) (35) (39)

Amortization of actuarial losses

  163  129  184  23  16  23 

Amortization of prior service cost (credits)

  1    1  (45) (45) (48)

Total cost

  121  115  295  15  5  21 

Less: Discontinued operations

      (3)      

Net cost — continuing operations

 $121 $115 $292 $15 $5 $21 

        In 2017, Abbott recognized a $10 million curtailment gain related to the sale of AMO.

Medical and

Defined Benefit Plans

Dental Plans

(in millions)

    

    

2020

    

2019

    

2018

    

2020

    

2019

    

2018

Service cost — benefits earned during the year

$

336

$

250

$

293

$

46

$

23

$

26

Interest cost on projected benefit obligations

 

300

 

337

 

308

 

42

 

52

 

48

Expected return on plans' assets

 

(770)

 

(710)

 

(680)

 

(28)

 

(27)

 

(33)

Amortization of actuarial losses

 

255

 

132

205

21

22

33

Amortization of prior service cost (credits)

1

1

1

(28)

(32)

(45)

Total net cost

$

122

$

10

$

127

$

53

$

38

$

29

Other comprehensive income (loss) for each respective year includes the amortization of actuarial losses and prior service costs (credits) as noted in the previous table.  Other comprehensive income (loss) for each respective year also includes: net actuarial losses of $247$611 million for defined benefit plans and $97a gain of $23 million for medical and dental plans in 2017;2020, net actuarial losses of $571$944 million for defined benefit plans and $20a loss of $190 million for medical and dental plans in 2016;2019; net actuarial gainslosses of $37$86 million for defined benefit plans and $116a gain of $53 million for medical and dental plans in 2015.

2018. The pretax amount ofnet actuarial losses in 2020 and prior service cost (credits) included2019 are primarily due to the year-over-year decline in Accumulated other comprehensive income (loss) at December 31, 2017 that isdiscount rates partially offset by the impact of actual asset returns in excess of expected returns in each of the period.

71

Abbott Laboratories and Subsidiaries

Notes to be recognized in the net periodic benefit cost in 2018 is $213 million and $1 million of expense, respectively, for defined benefit pension plans and $31 million of expense and $45 million of income, respectively, for medical and dental plans.Consolidated Financial Statements (Continued)

Note 14 — Post-Employment Benefits (Continued)

The weighted average assumptions used to determine benefit obligations for defined benefit plans and medical and dental plans are as follows:

 
 2017 2016 2015 

Discount rate

  3.4% 3.9% 4.3%

Expected aggregate average long-term change in compensation

  4.4% 4.3% 4.4%


Abbott Laboratories and Subsidiaries

    

2020

    

2019

    

2018

 

Discount rate

 

2.3

%  

3.0

%  

4.0

%

Expected aggregate average long-term change in compensation

 

4.3

%  

4.3

%  

4.3

%

Notes to Consolidated Financial Statements (Continued)

Note 13 — Post-Employment Benefits (Continued)

The weighted average assumptions used to determine the net cost for defined benefit plans and medical and dental plans are as follows:

 
 2017 2016 2015 

Discount rate

  3.9% 4.3% 3.9%

Expected return on plan assets

  7.6% 7.6% 7.4%

Expected aggregate average long-term change in compensation

  4.3% 4.3% 4.3%

    

2020

    

2019

    

2018

 

Discount rate

 

3.0

%  

4.0

%  

3.4

%

Expected return on plan assets

 

7.5

%  

7.5

%  

7.7

%

Expected aggregate average long-term change in compensation

 

4.3

%  

4.3

%  

4.4

%

The assumed health care cost trend rates for medical and dental plans at December 31 were as follows:

 
 2017 2016 2015 

Health care cost trend rate assumed for the next year

  9% 8% 8%

Rate that the cost trend rate gradually declines to

  5% 5% 5%

Year that rate reaches the assumed ultimate rate

  2027  2027  2028 

    

2020

    

2019

    

2018

 

Health care cost trend rate assumed for the next year

 

8

%  

9

%  

9

%

Rate that the cost trend rate gradually declines to

 

5

%  

5

%  

5

%

Year that rate reaches the assumed ultimate rate

 

2025

2025

2025

The discount rates used to measure liabilities were determined based on high-quality fixed income securities that match the duration of the expected retiree benefits. The health care cost trend rates represent Abbott'sAbbott’s expected annual rates of change in the cost of health care benefits and are forward projections of health care costs as of the measurement date. A one-percentage point increase/(decrease) in the assumed health care cost trend rate would increase/(decrease) the accumulated post-employment benefit obligations as of December 31, 2017, by $179 million /$(150) million, and the total of the service and interest cost components of net post-employment health care cost for the year then ended by approximately $11 million/$(9) million.


72


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1314 — Post-Employment Benefits (Continued)

The following table summarizes the basisbases used to measure the defined benefit and medical and dental plan assets at fair value:

Basis of Fair Value Measurement

Quoted

Significant

Prices in

Other

Significant

Outstanding

Active

Observable

Unobservable

Measured at

(in millions)

    

Balances

    

 Markets

    

Inputs

    

Inputs

    

NAV (j)

December 31, 2020:

Equities:

U.S. large cap (a)

$

3,410

$

2,202

$

$

$

1,208

U.S. mid and small cap (b)

775

721

3

51

International (c)

2,654

542

2,112

Fixed income securities:

U.S. government securities (d)

475

23

289

163

Corporate debt instruments (e)

1,408

425

908

75

Non-U.S. government securities (f)

523

16

507

Other (g)

503

159

72

272

Absolute return funds (h)

1,618

462

1,156

Cash and Cash Equivalents

281

77

204

Other (i)

724

9

715

$

12,371

$

4,636

$

1,269

$

3

$

6,463

December 31, 2019:

Equities:

U.S. large cap (a)

$

2,873

$

1,647

$

$

$

1,226

U.S. mid and small cap (b)

 

648

548

4

2

94

International (c)

 

2,202

464

1,738

Fixed income securities:

U.S. government securities (d)

 

562

52

357

153

Corporate debt instruments (e)

 

1,266

362

724

180

Non-U.S. government securities (f)

 

445

3

2

440

Other (g)

 

320

69

27

224

Absolute return funds (h)

 

1,557

424

1,133

Cash and Cash Equivalents

182

84

98

Other (i)

 

582

8

1

573

$

10,637

$

3,661

$

1,114

$

3

$

5,859

(a)A mix of index funds and actively managed equity accounts that are benchmarked to various large cap indices.
(b)A mix of index funds and actively managed equity accounts that are benchmarked to various mid and small cap indices.
(c)A mix of index funds and actively managed pooled investment funds that are benchmarked to various non-U.S. equity indices in both developed and emerging markets.
(d)A mix of index funds and actively managed accounts that are benchmarked to various U.S. government bond indices.
(e)A mix of index funds and actively managed accounts that are benchmarked to various corporate bond indices.
(f)Primarily United Kingdom, Japan and Eurozone government bonds.
(g)Primarily asset backed securities and an actively managed, diversified fixed income vehicle benchmarked to the one-month Libor / Euribor.
(h)Primarily funds invested by managers that have a global mandate with the flexibility to allocate capital broadly across a wide range of asset classes and strategies including, but not limited to equities, fixed income, commodities, interest rate futures, currencies and other securities to outperform an agreed upon benchmark with specific return and volatility targets.

73

 
  
 Basis of Fair Value Measurement 
 
 Outstanding
Balances
 Quoted
Prices in
Active Markets
 Significant
Other
Observable
Inputs
 Significant
Unobservable
Inputs
 Measured at
NAV (k)
 
 
 (in millions)
 

December 31, 2017:

                

Equities:

                

U.S. large cap (a)

 $2,506 $1,600 $ $ $906 

U.S. mid and small cap (b)

  670  243      427 

International (c)

  1,937  448      1,489 

Fixed income securities:

                

U.S. government securities (d)

  510  11  286    213 

Corporate debt instruments (e)

  930  107  411    412 

Non-U.S. government securities (f)

  625  222      403 

Other (g)

  216  93  27    96 

Absolute return funds (h)

  1,814  135      1,679 

Commodities (i)

  60      4  56 

Cash and Cash Equivalents

  178  12      166 

Other (j)

  271  7      264 

 $9,717 $2,878 $724 $4 $6,111 

December 31, 2016:

                

Equities:

                

U.S. large cap (a)

 $1,889 $1,284 $ $ $605 

U.S. mid and small cap (b)

  549  183      366 

International (c)

  1,345  356      989 

Fixed income securities:

                

U.S. government securities (d)

  437  5  258    174 

Corporate debt instruments (e)

  813  100  348    365 

Non-U.S. government securities (f)

  514  175      339 

Other (g)

  183  80  20    83 

Absolute return funds (h)

  1,891  106      1,785 

Commodities (i)

  84      12  72 

Cash and Cash Equivalents

  100  8      92 

Other (j)

  153        153 

 $7,958 $2,297 $626 $12 $5,023 
(a)
A mix of index funds and actively managed equity accounts that are benchmarked to various large cap indices.

(b)
A mix of index funds and actively managed equity accounts that are benchmarked to various mid and small cap indices.

(c)
A mix of index funds and actively managed pooled investment funds that are benchmarked to various non-U.S. equity indices in both developed and emerging markets.


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1314 — Post-Employment Benefits (Continued)

(i)Primarily investments in private funds, such as private equity, private credit, private real estate and private energy funds.
(j)Investments measured at fair value using the net asset value (NAV) practical expedient have not been classified in the fair value hierarchy.  The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
(d)
A mix of index funds and actively managed accounts that are benchmarked to various U.S. government bond indices.

(e)
A mix of index funds and actively managed accounts that are benchmarked to various corporate bond indices.

(f)
Primarily United Kingdom, Japan, the Netherlands and Irish government-issued bonds.

(g)
Primarily asset backed securities and an actively managed, diversified fixed income vehicle benchmarked to the one-month Libor / Euribor.

(h)
Primarily funds invested by managers that have a global mandate with the flexibility to allocate capital broadly across a wide range of asset classes and strategies including, but not limited to equities, fixed income, commodities, interest rate futures, currencies and other securities to outperform an agreed upon benchmark with specific return and volatility targets.

(i)
Primarily investments in liquid commodity future contracts and private energy funds.

(j)
Primarily investments in private funds, such as private equity, private credit and private real estate.

(k)
In accordance with ASU 2015-07, investments measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.

Equities that are valued using quoted prices are valued at the published market prices. Equities in a common collective trust or a registered investment company that are valued using significant other observable inputs are valued at the NAV provided by the fund administrator. The NAV is based on the value of the underlying assets owned by the fund minus its liabilities. For approximately half of these funds, investments may be redeemed once per month, with a required 7 to 30 day notice period. For the remaining funds, daily redemption of an investment is allowed. Fixed income securities that are valued using significant other observable inputs are valued at prices obtained from independent financial service industry recognized vendors. Abbott did not have any unfunded commitments related to fixed income funds at December 31, 20172020 and 2016.2019. Fixed income securities in a common collective trust or a registered investment company are valued at the NAV provided by the fund administrator.  For the majority of these funds, investments may be redeemed either weekly or monthly, with a required 2 to 14 day notice period. For the remaining funds, investments may be generally redeemed daily.

Absolute return funds and commodities are valued at the NAV provided by the fund administrator. All private funds are valued at the NAV provided by the fund on a one-quarter lag adjusted for known cash flows and significant events through the reporting date. Abbott did not have any unfunded commitments related to absolute return funds at December 31, 20172020 and 2016.2019. Investments in these funds may be generally redeemed monthly or quarterly with required notice periods ranging from 5 to 4590 days. For approximately $100$245 million and $110 million of the absolute return funds, redemptions are subject to a 25% gate. For commodities, investments33 percent gate and a 25 percent gate, respectively, and $60 million is subject to a lock until 2022.  Investments in the private energy funds cannot be redeemed but the funds will make distributions through liquidation.  The estimate of the liquidation period for each fund ranges from 20182021 to 2022. Abbott's unfunded commitments in these funds as of December 31, 2017 and 2016 were not significant. Investments in the private funds (excluding private energy funds) cannot be redeemed but the funds will make distributions through liquidation. The estimate of the liquidation period for each fund ranges from 2018 to 2027. Abbott's2030. Abbott’s unfunded commitment in these funds was $489$523 million and $337$579 million as of December 31, 20172020 and 2016,2019, respectively.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 13 — Post-Employment Benefits (Continued)

The investment mix of equity securities, fixed income and other asset allocation strategies is based upon achieving a desired return, as well as balancing higher return, more volatile equity securities with lower return, less volatile fixed income securities. Investment allocations are made across a range of markets, industry sectors, capitalization sizes, and in the case of fixed income securities, maturities and credit quality. The plans do not directly hold any securities of Abbott. There are no known significant concentrations of risk in the plans'plans’ assets. Abbott'sAbbott’s medical and dental plans'plans’ assets are invested in a similar mix as the pension plan assets. The actual asset allocation percentages at year end are consistent with the company'scompany’s targeted asset allocation percentages.

The plans'plans’ expected return on assets, as shown above is based on management'smanagement’s expectations of long-term average rates of return to be achieved by the underlying investment portfolios. In establishing this assumption, management considers historical and expected returns for the asset classes in which the plans are invested, as well as current economic and capital market conditions.

Abbott funds its domestic pension plans according to IRS funding limitations. International pension plans are funded according to similar regulations. Abbott funded $645$400 million in 20172020 and $582$382 million in 20162019 to defined pension plans. Abbott expects to contribute approximately $114$410 million to its pension plans in 2018.2021.

74

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 14 — Post-Employment Benefits (Continued)

Total benefit payments expected to be paid to participants, which includes payments funded from company assets, as well as paid from the plans, are as follows:

(in millions)
 Defined
Benefit Plans
 Medical and
Dental Plans
 

2018

 $278 $68 

2019

  289  71 

2020

  307  74 

2021

  324  77 

2022

  344  79 

2023 to 2027

  2,032  421 

Defined

Medical and

(in millions)

    

Benefit Plans

    

Dental Plans

2021

$

340

$

72

2022

355

73

2023

373

74

2024

395

75

2025

415

76

2026 to 2030

2,410

394

The Abbott Stock Retirement Plan is the principal defined contribution plan. Abbott'sAbbott’s contributions to this plan were $79$164 million in 2017, $832020, $158 million in 20162019 and $81$146 million in 2015.2018. The 2018 contributions include amounts related to participants of the St. Jude Medical Retirement Plan which was terminated in January 2018.

Note 1415 — Taxes on Earnings from Continuing Operations

Taxes on earnings from continuing operations reflect the annual effective rates, including charges for interest and penalties. Deferred income taxes reflect the tax consequences on future years of differences between the tax bases of assets and liabilities and their financial reporting amounts.

        The Tax Cuts and Jobs Act ("TCJA") was enacted in the U.S. on December 22, 2017. The TCJA reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition taxIn 2020, taxes on earnings from continuing operations include the recognition of approximately $170 million of tax benefits associated with the impairment of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 14 — Taxes on Earnings from Continuing Operations (Continued)

        In the fourth quarter of 2017, Abbott recorded an estimateassets, approximately $140 million of net tax expense of $1.46 billion for the impactbenefits as a result of the TCJA, which is includedresolution of various tax positions related to prior years, and approximately $100 million in Taxesexcess tax benefits associated with share-based compensation.  In 2020, taxes on Earningsearnings from Continuing Operations in the Consolidated Statement of Earnings. The estimate is provisional and includescontinuing operations also include a charge of approximately $2.89 billion for$26 million increase to the transition tax partially offset by a net benefitassociated with the 2017 TCJA.  The $26 million increase to the transition tax liability was the result of approximately $1.42 billion for the remeasurementresolution of deferredvarious tax assets and liabilities and a net benefit of approximately $10 millionpositions related to certain other impacts ofprior years.  This adjustment increased the TCJA.

cumulative net tax expense related to the TCJA to $1.53 billion.  The one-time transition tax is based on Abbott'sAbbott’s total post-1986 earnings and profits (E&P) that were previously deferred from U.S. income taxes. Abbott has not yet completed its calculation of the total post-1986 E&P for its foreign subsidiaries.  The tax computation also requires the determination of the amount of post-1986 E&P considered held in cash and other specified assets.  This amount may change as Abbott finalizesAs of December 31, 2020, the calculationremaining balance of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash and other specified assets. Abbott plans to elect to pay theAbbott’s transition tax obligation is approximately $805 million, which will be paid over eightthe next six years as allowed by the TCJA.

        Given the significant complexityIn 2019, taxes on earnings from continuing operations included an $86 million reduction of the TCJA, Abbott will continuetransition tax and $68 million of tax expense resulting from tax legislation enacted in the fourth quarter of 2019 in India.  The $86 million reduction to evaluate and analyze the impact of this legislation. The $1.46 billion estimate is provisional and is based on Abbott's initial analysistransition tax liability was the result of the TCJA and may be materially adjusted in future periods due to among other things, additional analysis performed by Abbott and additional guidance that may be issuedissuance of final transition tax regulations by the U.S. Department of Treasury the Securities and Exchange Commission, or the Financial Accounting Standards Board.

in 2019.  In 2017,2018, taxes on earnings from continuing operations also include $435included $98 million of net tax expense related to the gain onsettlement of Abbott’s 2014-2016 federal income tax audit in the saleU.S., partial settlement of the AMO business.former St. Jude Medical consolidated group’s 2014 and 2015 federal income tax returns in the U.S. and audit settlements in various countries.  In 2016, taxes on earnings from continuing operations include the impact2018, Abbott also recorded $130 million of a netadditional tax benefit of approximately $225 million, primarily as a result of the resolution of various tax positions from prior years, partially offset by the unfavorable impact of non-deductible foreign exchange losses related to Venezuela and the adjustment of the Mylan N.V. equity investment, as well as the recognition of deferred taxes associated with the then pending sale of AMO. In 2015, taxes on earnings from continuing operations include a tax cost of $71 millionexpense related to the disposalTCJA; the $130 million reflected a $120 million increase in the transition tax from $2.89 billion to $3.01 billion and a $10 million reduction in the net benefit related to the remeasurement of shares of Mylan N.V. stock.deferred tax assets and liabilities.

        No additional income taxes have been provided for any remaining undistributedUndistributed foreign earnings not subject to the transition tax.remain indefinitely reinvested in foreign operations.  Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis difference in theseits foreign entities is not practicable.  In the U.S., Abbott'sAbbott’s federal income tax returns through 20132016 are settled except for the federal income tax returns of the former Alere consolidated group which are settled through 2012.settled.  There are numerous other income tax jurisdictions for which tax returns are not yet settled, none of which are individually significant.  Reserves for interest and penalties are not significant.

75

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 15 — Taxes on Earnings from Continuing Operations (Continued)

Earnings from continuing operations before taxes, and the related provisions for taxes on earnings from continuing operations, were as follows:

(in millions)
 2017 2016 2015 

Earnings From Continuing Operations Before Taxes:

          

Domestic

 $308 $306 $789 

Foreign

  1,923  1,107  2,394 

Total

 $2,231 $1,413 $3,183 


Abbott Laboratories and Subsidiaries

(in millions)

    

2020

    

2019

     

2018

Earnings From Continuing Operations Before Taxes:

Domestic

$

1,588

$

889

$

(430)

Foreign

 

3,380

 

3,188

3,303

Total

$

4,968

$

4,077

$

2,873

(in millions)

    

2020

    

2019

    

2018

Taxes on Earnings From Continuing Operations:

    

    

Current:

Domestic

$

39

$

291

$

(812)

Foreign

 

566

 

590

606

Total current

 

605

 

881

(206)

Deferred:

Domestic

 

(18)

 

(305)

832

Foreign

 

(90)

 

(186)

(87)

Total deferred

 

(108)

 

(491)

745

Total

$

497

$

390

$

539

Notes to Consolidated Financial Statements (Continued)

Note 14 — Taxes on Earnings from Continuing Operations (Continued)


(in millions)
 2017 2016 2015 

Taxes on Earnings From Continuing Operations:

          

Current:

          

Domestic

 $2,260 $71 $64 

Foreign

  508  406  220 

Total current

  2,768  477  284 

Deferred:

          

Domestic

  (679) (147) 313 

Foreign

  (211) 20  (20)

Total deferred

  (890) (127) 293 

Total

 $1,878 $350 $577 

Differences between the effective income tax rate and the U.S. statutory tax rate were as follows:

 
 2017 2016 2015 

Statutory tax rate on earnings from continuing operations

  35.0% 35.0% 35.0%

Impact of foreign operations

  (16.3) (17.8) (18.2)

Impact of TCJA

  65.5     

Excess tax benefits related to stock compensation

  (5.4)    

Research tax credit

  (1.9) (1.8) (0.6)

Resolution of certain tax positions pertaining to prior years

  ��  (16.1)  

Mylan share adjustment

    25.5   

State taxes, net of federal benefit

  0.5  (1.3) 0.3 

Federal tax cost on sale of Mylan N.V. shares

  3.4    2.2 

All other, net

  3.4  1.3  (0.6)

Effective tax rate on earnings from continuing operations

  84.2% 24.8% 18.1%

    

2020

    

2019

     

2018

  

Statutory tax rate on earnings from continuing operations

 

21.0

%  

21.0

%

21.0

%

Impact of foreign operations

 

(3.3)

(5.0)

(5.4)

Impact of TCJA and other related items

0.5

(2.1)

6.3

Foreign-derived intangible income benefit

(1.0)

(2.0)

(1.9)

Domestic impairment loss

(2.7)

(2.1)

Excess tax benefits related to stock compensation

(1.9)

(2.5)

(3.1)

Research tax credit

(1.0)

(1.2)

(1.8)

Resolution of certain tax positions pertaining to prior years

 

(2.8)

3.4

Intercompany restructurings and integration

0.5

State taxes, net of federal benefit

 

0.5

0.8

0.4

All other, net

 

0.2

0.6

2.0

Effective tax rate on earnings from continuing operations

 

10.0

%  

9.6

%

18.8

%

Impact of foreign operations is primarily derived from operations in Puerto Rico, Switzerland, Ireland, the Netherlands, Costa Rica, Singapore, and Singapore. The 2015 effective tax rate includes the impact of the R&D tax credit that was made permanent in the U.S. by the Protecting Americans from Tax Hikes Act of 2015.Malta.


76


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1415 — Taxes on Earnings from Continuing Operations (Continued)

The tax effect of the differences that give rise to deferred tax assets and liabilities were as follows:

(in millions)
 2017 2016 

Deferred tax assets:

       

Compensation and employee benefits

 $881 $1,061 

Other, primarily reserves not currently deductible, and NOL's and credit carryforwards          

  2,795  2,384 

Trade receivable reserves

  185  207 

Inventory reserves

  152  157 

Deferred intercompany profit

  249  231 

State income taxes

  62  164 

Total deferred tax assets before valuation allowance

  4,324  4,204 

Valuation allowance

  (1,355) (189)

Total deferred tax assets

 $2,969 $4,015 

Deferred tax liabilities:

       

Depreciation

  (200) (152)

Unremitted earnings of foreign subsidiaries

    (175)

Other, primarily the excess of book basis over tax basis of intangible assets

  (3,385) (2,018)

Total deferred tax liabilities

  (3,585) (2,345)

Total net deferred tax assets (liabilities)

 $(616)$1,670 

(in millions)

    

2020

    

2019

Deferred tax assets:

Compensation and employee benefits

 

$

1,003

$

982

Other, primarily reserves not currently deductible, and NOL’s and credit carryforwards

2,383

2,378

Trade receivable reserves

196

190

Inventory reserves

146

110

Lease liabilities

259

209

Deferred intercompany profit

254

259

Total deferred tax assets before valuation allowance

4,241

4,128

Valuation allowance

(1,060)

(978)

Total deferred tax assets

3,181

3,150

Deferred tax liabilities:

Depreciation

(297)

(219)

Right of Use lease assets

(251)

(209)

Other, primarily the excess of book basis over tax basis of intangible assets

(2,876)

(3,258)

Total deferred tax liabilities

(3,424)

(3,686)

Total net deferred tax assets (liabilities)

 

$

(243)

$

(536)

Abbott has incurred losses in a foreign jurisdiction where realization of the future economic benefit is so remote that the benefit is not reflected as a deferred tax asset. The increase in the valuation allowance from 2016 to 2017 relates to deferred tax assets recorded in certain entities acquired as part of the acquisition of St. Jude Medical. Abbott does not believe that it is more likely than not that the benefits of these deferred tax assets will be realized.

The following table summarizes the gross amounts of unrecognized tax benefits without regard to reduction in tax liabilities or additions to deferred tax assets and liabilities if such unrecognized tax benefits were settled:

(in millions)
 2017 2016 

January 1

 $972 $1,438 

Increase in tax positions due to acquisitions

  479   

Increase due to current year tax positions

  187  145 

Increase due to prior year tax positions

  76  101 

Decrease due to prior year tax positions

  (176) (703)

Settlements

  (57) (9)

Lapse of statute

  (41)  

December 31

 $1,440 $972 


Abbott Laboratories and Subsidiaries

(in millions)

    

2020

    

2019

January 1

$

1,175

$

1,120

Increase due to current year tax positions

 

190

137

Increase due to prior year tax positions

 

97

75

Decrease due to prior year tax positions

 

(144)

(117)

Settlements

 

(27)

(32)

Lapse of statute

(81)

(8)

December 31

$

1,210

$

1,175

Notes to Consolidated Financial Statements (Continued)

Note 14 — Taxes on Earnings from Continuing Operations (Continued)

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is approximately $1.36$1.08 billion. Abbott believes that it is reasonably possible that the recorded amount of gross unrecognized tax benefits may decrease within a range of $150$70 million to $300$430 million, including cash adjustments, within the next twelve months as a result of concluding various domestic and international tax matters.

77

Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1516 — Segment and Geographic Area Information

        Abbott'sAbbott’s principal business is the discovery, development, manufacture and sale of a broad line of health care products.  Abbott'sAbbott’s products are generally sold directly to retailers, wholesalers, hospitals, health care facilities, laboratories, physicians'physicians’ offices and government agencies throughout the world. On January 4, 2017, Abbott completed the acquisition of St. Jude Medical. Beginning with the first quarter of 2017, Abbott's cardiovascular and neuromodulation business includes the results of its historical Vascular Products segment and the results of the businesses acquired from St. Jude Medical from the date of acquisition. On October 3, 2017, Abbott completed the acquisition of Alere. Beginning with the fourth quarter of 2017, Abbott's Diagnostic Products reportable segment includes the results of Alere from the date of acquisition.

        Abbott'sAbbott’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 Laboratories Diagnostics, Rapid Diagnostics, Molecular Diagnostics and Point of Care Rapid Diagnostics and Ibis diagnostic divisions are aggregated and reported as the Diagnostic Products segment. Rapid Diagnostics is the business acquired from Alere.

        Cardiovascular and Neuromodulation ProductsMedical Devices — Worldwide sales of rhythm management, electrophysiology, heart failure, vascular, structural heart, neuromodulation and neuromodulationdiabetes care products.

        Non-reportable segments include AMO through  For segment reporting purposes, the date of saleCardiac Rhythm Management, Electrophysiology and Heart Failure, Vascular, Neuromodulation, Structural Heart and Diabetes Care.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.  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'ssegment’s assets.



Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 15 — Segment and Geographic Area Information (Continued)

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

Net Sales to External Customers (a)

Operating Earnings (a)

(in millions)

    

2020

    

2019

    

2018

    

2020

    

2019

    

2018

Established Pharmaceutical Products

$

4,303

$

4,486

$

4,422

$

794

$

904

$

894

Nutritional Products

 

7,647

 

7,409

 

7,229

 

1,751

 

1,705

 

1,652

Diagnostic Products

 

10,805

 

7,713

 

7,495

 

3,725

 

1,912

 

1,868

Medical Devices

 

11,787

 

12,239

 

11,370

 

3,038

 

3,769

 

3,500

Total Reportable Segments

 

34,542

 

31,847

 

30,516

$

9,308

$

8,290

$

7,914

Other

 

66

 

57

 

62

Total

$

34,608

$

31,904

$

30,578

(a)Net sales and operating earnings were unfavorably affected by the impact of foreign exchange in 2020, 2019 and 2018.

78

 
 Net Sales to External Customers (a) Operating Earnings (a) 
(in millions)
 2017 2016 2015 2017 2016 2015 

Established Pharmaceuticals

 $4,287 $3,859 $3,720 $848 $723 $658 

Nutritionals

  6,925  6,899  6,975  1,589  1,660  1,741 

Diagnostics

  5,616  4,813  4,646  1,468  1,194  1,171 

Cardiovascular and Neuromodulation

  8,911  2,896  2,792  2,720  1,037  1,061 

Total Reportable Segments

  25,739  18,467  18,133 $6,625 $4,614 $4,631 

Other

  1,651  2,386  2,272          

Total

 $27,390 $20,853 $20,405          
(a)
Net sales were unfavorably affected by the relatively stronger U.S. dollar in 2016 and 2015. Operating earnings were unfavorably affected by the impact of foreign exchange in 2017, 2016 and 2015.
 
 2017 2016 2015 
 
 (in millions)
 

Total Reportable Segment Operating Earnings

 $6,625 $4,614 $4,631 

Corporate functions and benefit plans costs

  (506) (411) (416)

Non-reportable segments

  306  304  268 

Net interest expense

  (780) (332) (58)

Share-based compensation

  (406) (310) (291)

Amortization of intangible assets

  (1,975) (550) (601)

Other, net (b)

  (1,033) (1,902) (350)

Earnings from Continuing Operations before Taxes

 $2,231 $1,413 $3,183 
(b)
Other, net includes inventory step-up amortization, integration costs associated with the acquisition of St. Jude Medical and Alere, and restructuring charges, partially offset by the gain on the sale of the AMO business in 2017. In 2016, Other, net includes the $947 million adjustment of the Mylan equity investment and $480 million of foreign currency exchange loss related to operations in Venezuela. Charges for restructuring actions and other cost reduction initiatives were approximately $384 million in 2017, $167 million in 2016 and $310 million in 2015. 2015 includes a $207 million pre-tax gain on the sale of a portion of the Mylan N.V. ordinary shares.


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1516 — Segment and Geographic Area Information (Continued)

(in millions)

    

2020

    

2019

    

2018

Total Reportable Segment Operating Earnings

$

9,308

$

8,290

$

7,914

Corporate functions and benefit plan costs

(518)

 

(468)

 

(618)

Net interest expense

(500)

 

(576)

 

(721)

Loss on extinguishment of debt

(63)

(167)

Share-based compensation

(546)

 

(519)

 

(477)

Amortization of intangible assets

(2,132)

 

(1,936)

 

(2,178)

Other, net (b)

(644)

 

(651)

 

(880)

Earnings from Continuing Operations Before Taxes

$

4,968

$

4,077

$

2,873

(b)Other, net includes integration costs associated with the acquisition of St. Jude Medical and Alere and restructuring charges in 2020, 2019 and 2018.  Other, net in 2020 also includes costs related to asset impairments, partially offset by income from the settlement of litigation. Other, net in 2018 also includes inventory step-up amortization associated with the acquisition of Alere. Charges for restructuring actions and other cost reduction initiatives were approximately $125 million in 2020, $215 million in 2019 and $153 million in 2018.

Additions to

Depreciation

Property and Equipment

Total Assets

(in millions)

    

2020

    

2019

    

2018

    

2020

    

2019

    

2018

    

2020

    

2019

    

2018

Established Pharmaceuticals

$

88

$

98

$

92

$

109

$

109

$

131

$

2,888

$

2,858

$

2,664

Nutritionals

143

 

139

 

150

 

201

 

141

 

86

 

3,478

 

3,274

 

3,071

Diagnostics

488

 

403

 

397

 

1,263

 

726

 

609

 

7,696

 

5,235

 

4,464

Medical Devices

281

 

266

 

294

 

402

 

532

 

408

 

6,893

 

6,640

 

5,886

Total Reportable Segments

1,000

 

906

 

933

 

1,975

 

1,508

 

1,234

$

20,955

$

18,007

$

16,085

Other

195

 

172

 

167

 

218

 

160

 

160

Total

$

1,195

$

1,078

$

1,100

$

2,193

$

1,668

$

1,394

(in millions)

    

2020

    

2019

    

2018

Total Reportable Segment Assets

$

20,955

$

18,007

$

16,085

Cash and investments

 

7,969

 

5,023

 

4,983

Goodwill and intangible assets

 

38,528

 

40,220

 

42,196

All other

 

5,096

 

4,637

 

3,909

Total Assets

$

72,548

$

67,887

$

67,173

79

 
 Depreciation Additions to
Property, Plant
and Equipment (c)
 Total Assets 
(in millions)
 2017 2016 2015 2017 2016 2015 2017 2016 2015 

Established Pharmaceuticals

 $90 $71 $83 $181 $150 $112 $2,728 $2,486 $2,210 

Nutritionals

  164  160  157  147  199  139  3,160  3,189  3,187 

Diagnostics

  300  267  310  374  379  319  4,226  2,945  2,844 

Cardiovascular and Neuromodulation

  298  69  74  206  23  32  5,074  1,425  1,536 

Total Reportable Segments

  852  567  624  908  751  602 $15,188 $10,045 $9,777 

Other

  194  236  247  227  370  508          

Total

 $1,046 $803 $871 $1,135 $1,121 $1,110          
(c)
Amounts exclude property, plant and equipment acquired through business acquisitions.
 
 2017 2016 2015 
 
 (in millions)
 

Total Reportable Segment Assets

 $15,188 $10,045 $9,777 

Cash and investments

  10,493  21,722  10,166 

Non-reportable segments

  740  1,280  1,267 

Goodwill and intangible assets (d)

  45,493  12,222  15,200 

All other (d)

  4,336  7,397  4,837 

Total Assets

 $76,250 $52,666 $41,247 
(d)
Goodwill and intangible assets related to AMO are included in the All other line in 2016.


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 1516 — Segment and Geographic Area Information (Continued)

Net Sales to External

Customers (c)

(in millions)

    

2020

    

2019

    

2018

United States

$

13,022

$

11,398

$

10,839

Germany

2,108

1,751

1,619

China

 

1,965

 

2,346

 

2,311

Japan

 

1,386

 

1,435

 

1,326

India

1,323

1,397

1,333

Switzerland

1,140

1,068

1,005

The Netherlands

 

1,084

 

975

 

930

All Other Countries

 

12,580

 

11,534

 

11,215

Consolidated

$

34,608

$

31,904

$

30,578

 
 Net Sales to External
Customers (e)
 
 
 2017 2016 2015 
 
 (in millions)
 

United States

 $9,673 $6,486 $6,270 

China

  2,146  1,728  1,796 

Germany

  1,366  1,044  1,004 

Japan

  1,255  924  895 

India

  1,237  1,114  1,053 

The Netherlands

  929  830  855 

Switzerland

  841  766  784 

Russia

  664  554  483 

France

  628  352  375 

Brazil

  541  410  381 

Italy

  507  365  383 

United Kingdom

  498  377  430 

Colombia

  494  424  388 

Canada

  443  408  428 

Vietnam

  427  434  331 

All Other Countries

  5,741  4,637  4,549 

Consolidated

 $27,390 $20,853 $20,405 
(e)

(c)Sales by country are based on the country that sold the product.

Long-lived assets on a geographic basis primarily include property plant and equipment. It excludes goodwill, intangible assets, deferred tax assets, and financial instruments. At December 31, 20172020 and 2016, Long-lived2019, long-lived assets totaled $8.9$11.7 billion and $6.6$10.2 billion, respectively, and in the United States such assets totaled $4.5$6.1 billion and $3.1$5.1 billion, respectively. Long-lived asset balances associated with other countries were not material on an individual country basis in either of the two years.


80


Abbott Laboratories and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Note 16 — Quarterly Results (Unaudited)

(in millions except per share data)
 2017 2016 

First Quarter

       

Continuing Operations:

       

Net Sales

 $6,335 $4,885 

Gross Profit

  2,769  2,601 

Earnings from Continuing Operations

  386  56 

Basic Earnings per Common Share

  0.22  0.04 

Diluted Earnings per Common Share

  0.22  0.04 

Net Earnings

  419  316 

Basic Earnings Per Common Share (a)

  0.24  0.21 

Diluted Earnings Per Common Share (a)

  0.24  0.21 

Market Price Per Share-High

  45.84  44.05 

Market Price Per Share-Low

  38.34  36.00 

Second Quarter

  
 
  
 
 

Continuing Operations:

       

Net Sales

 $6,637 $5,333 

Gross Profit

  3,072  2,901 

Earnings from Continuing Operations

  270  599 

Basic Earnings per Common Share

  0.15  0.40 

Diluted Earnings per Common Share

  0.15  0.40 

Net Earnings

  283  615 

Basic Earnings Per Common Share (a)

  0.16  0.41 

Diluted Earnings Per Common Share (a)

  0.16  0.41 

Market Price Per Share-High

  49.59  44.58 

Market Price Per Share-Low

  42.31  36.76 

Third Quarter

  
 
  
 
 

Continuing Operations:

       

Net Sales

 $6,829 $5,302 

Gross Profit

  3,471  2,877 

Earnings (Loss) from Continuing Operations

  561  (357)

Basic Earnings (Loss) per Common Share

  0.32  (0.24)

Diluted Earnings (Loss) per Common Share

  0.32  (0.24)

Net Earnings (Loss)

  603  (329)

Basic Earnings (Loss) Per Common Share (a)

  0.34  (0.22)

Diluted Earnings (Loss) Per Common Share (a)

  0.34  (0.22)

Market Price Per Share-High

  54.80  45.79 

Market Price Per Share-Low

  47.83  39.16 

Fourth Quarter

  
 
  
 
 

Continuing Operations:

       

Net Sales

 $7,589 $5,333 

Gross Profit

  3,766  2,900 

Earnings (Loss) from Continuing Operations

  (864) 765 

Basic Earnings (Loss) per Common Share

  (0.50) 0.51 

Diluted Earnings (Loss) per Common Share

  (0.50) 0.51 

Net Earnings (Loss)

  (828) 798 

Basic Earnings (Loss) Per Common Share (a)

  (0.48) 0.54 

Diluted Earnings (Loss) Per Common Share (a)

  (0.48) 0.53 

Market Price Per Share-High

  57.77  43.78 

Market Price Per Share-Low

  53.20  37.38 
(a)
The sum of the four quarters of earnings per share for 2017 and 2016 may not add to the full year earnings per share amount due to rounding and/or the use of quarter-to-date weighted average shares to calculate the earnings per share amount in each respective quarter.

Management Report on Internal Control Over Financial Reporting

The management of Abbott Laboratories is responsible for establishing and maintaining adequate internal control over financial reporting. Abbott'sAbbott’s internal control system was designed to provide reasonable assurance to the company'scompany’s management and board of directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

        Abbott'sAbbott’s management assessed the effectiveness of the company'scompany’s internal control over financial reporting as of December 31, 2017.2020. In making this assessment, it used the criteria set forth inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As allowed by SEC guidance, management excluded from its assessment the October 2017 acquisition of Alere Inc. which accounted for approximately 13% of Abbott's total assets and 2% of Abbott's total net sales from continuing operations as of and for the year ended December 31, 2017. Based on our assessment, we believe that, as of December 31, 2017,2020, the company'scompany’s internal control over financial reporting was effective based on those criteria.

        Abbott'sAbbott’s independent registered public accounting firm has issued an audit report on their assessment of the effectiveness of the company'scompany’s internal control over financial reporting. This report appears on page 96.84.

Miles D. White
Chairman of the BoardRobert B. Ford

President and Chief Executive Officer

Brian B. Yoor
Robert E. Funck, Jr.

Executive Vice President, Finance and Chief Financial Officer

Robert E. Funck
Philip P. Boudreau

Vice President, Finance and Controller

February 16, 201819, 2021


81

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Abbott Laboratories

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Abbott Laboratories and subsidiaries (the Company) as of December 31, 20172020 and 2016,2019, the related consolidated statements of earnings, comprehensive income, shareholders'shareholders’ investment and cash flows for each of the three years in the period ended December 31, 2017,2020, and the related notes (collectively referred to as the "financial statements"“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 20172020 and 2016,2019, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sCompany’s internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 16, 201819, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includeincluded examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

82

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income taxes – Unrecognized tax benefits

Description of the

Matter

As described in Note 15 to the consolidated financial statements, unrecognized tax benefits were approximately $1.2 billion at December 31, 2020. Unrecognized tax benefits are assessed by management quarterly for identification and measurement, or more frequently if there are any indicators suggesting change in unrecognized tax benefits. Assessing tax positions involves judgement including interpreting tax laws of multiple jurisdictions and assumptions relevant to the measurement of an unrecognized tax benefit, including the estimated amount of tax liability that may be incurred should the tax position not be sustained upon inspection by a tax authority. These judgements and assumptions can significantly affect unrecognized tax benefits.

How We Addressed

the Matter in our

Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s identification and measurement of unrecognized tax benefits, as well as its process for the assessment of events that may indicate a change in unrecognized tax benefits is warranted.  For example, we tested controls over management’s review of the completeness of identified unrecognized tax benefits, as well as controls over management’s review of significant assumptions used within the measurement of unrecognized tax benefits.

With the support of our tax professionals, among other audit procedures performed, we evaluated the reasonableness of management’s judgement with respect to the interpretation of tax laws of multiple jurisdictions by reading and evaluating management’s documentation, including relevant accounting policies, and by considering how tax law, including statutes, regulations and case law, affected management’s judgments. We tested the completeness of management’s assessment of the identification of unrecognized tax benefits and possible outcomes related to it including evaluation of technical merits of the unrecognized tax benefits. We also tested, with the support of our valuation specialists, appropriateness and consistency of management’s methods and significant assumptions associated with the measurement of unrecognized tax benefits, including assessing the estimated amount of tax liability that may be incurred should the tax position not be sustained upon inspection by a tax authority.

/s/ Ernst & Young LLP

We have served as the Company'sCompany’s auditor since 2013.

Chicago, Illinois

February 16, 201819, 2021


83

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Abbott Laboratories

Opinion on Internal Control over Financial Reporting

We have audited Abbott Laboratories and subsidiaries'subsidiaries’ internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control — IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Abbott Laboratories and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on the COSO criteria.

        As indicated in the accompanying Management Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Alere Inc., which is included in the 2017 consolidated financial statements of the Company and constituted approximately 13% of total assets at December 31, 2017 and 2% of total net sales from continuing operations for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Alere Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20172020 and 2016,2019, the related consolidated statements of earnings, comprehensive income, shareholders' investment and cash flows for each of the three years in the period ended December 31, 2017,2020, and the related notes of the Company and our report dated February 16, 201819, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company'sCompany’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company'sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to


permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Chicago, Illinois

February 16, 201819, 2021


84

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Evaluation of disclosure controls and procedures.The Chief Executive Officer, Miles D. White,Robert B. Ford, and the Chief Financial Officer, Brian B. Yoor,Robert E. Funck, Jr., evaluated the effectiveness of Abbott Laboratories'Laboratories’ disclosure controls and procedures as of the end of the period covered by this report, and concluded that Abbott Laboratories'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 under the Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the Commission'sCommission’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'sAbbott’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

        Management'sManagement’s annual report on internal control over financial reporting.    Management'sManagement’s report on Abbott'sAbbott’s internal control over financial reporting is included on page 9481 hereof. The report of Abbott'sAbbott’s independent registered public accounting firm related to their assessment of the effectiveness of internal control over financial reporting is included on page 9684 hereof.

Changes in internal control over financial reporting.    On October 3, 2017, Abbott completed the acquisition of Alere Inc.  During the quarter ended December 31, 2017,2020, there were no other changes in Abbott'sAbbott’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'sAbbott’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.


85


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated herein by reference are "Nominees“Nominees for Election as Directors," "Committees” “Committees of the Board of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," and "Procedure“Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting"Meeting” to be included in the 20182021 Abbott Laboratories Proxy Statement. The 20182021 Definitive Proxy Statement will be filed on or about March 16, 2018.12, 2021. Also incorporated herein by reference is the text found under the caption, "Executive Officers of the Registrant"“Information About Our Executive Officers” on pages 16 through 19 hereof.

Abbott has adopted a code of ethics that applies to its principal executive officer, principal financial officer, and principal accounting officer and controller. That code is part of Abbott'sAbbott’s code of business conduct which is available free of charge through Abbott'sAbbott’s investor relations website (www.abbottinvestor.com). Abbott intends to include on its website any amendment to, or waiver from, a provision of its code of ethics that applies to Abbott'sAbbott’s principal executive officer, principal financial officer, and principal accounting officer and controller that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K.

ITEM 11. EXECUTIVE COMPENSATION

The material to be included in the 20182021 Proxy Statement under the headings "2017“2020 Director Compensation"Compensation” and "Executive Compensation"“Executive Compensation” is incorporated herein by reference. The 20182021 Definitive Proxy Statement will be filed on or about March 16, 2018.12, 2021.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a)

Equity Compensation Plan Information.

The following table presents information as of December 31, 20172020 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)

  30,913,341 $42.69  183,546,308 

Equity compensation plans not approved by security holders

  0    0 

Total (1)(2)

  30,913,341 $42.69  183,546,308 

    

    

    

(c)

Number of

(a)

securities remaining

Number of

available for

securities to be

(b)

future issuance

issued upon

Weighted average

under equity

exercise of

exercise price

compensation

outstanding

of outstanding

plans (excluding

options, warrants

options, warrants

 

securities reflected

Plan Category

and rights

and rights

 

in column (a))

Equity compensation plans approved by security holders (1)

 

28,034,365

$

56.45

 

124,762,755

Equity compensation plans not approved by security holders

 

0

 

 

0

Total (1)(2)

 

28,034,365

$

56.45

 

124,762,755

(1)

(i)

(i)

Abbott Laboratories 19962009 Incentive Stock Program.  Benefits under the 1996 Program include stock options intended to qualify for special tax treatment under Section 422 of the Internal Revenue Code, stock options that do not qualify for that special tax treatment ("non-qualified stock options"), restricted stock, restricted stock units, stock appreciation rights, performance awards, and foreign qualified benefits. The shares that remain available for issuance under the 1996 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 may be satisfied only from treasury shares).


If there is a lapse, expiration, termination, forfeiture or cancellation of any benefit granted under the 1996 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 2009 Incentive Stock Program (the "2009 Program"“2009 Program”). If shares are issued under any benefit under the 1996 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 1996 Program.





In April 2009, the 1996 Program was replaced by the 2009 Program. No further awards will be granted under the 1996 Program.



(ii)


Abbott Laboratories 2009 Incentive Stock Program.    Benefits under 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).




86



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"“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.




(iii)


(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.


(iv)

(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, 2017,2020, an aggregate of 14,877,47211,611,818 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.


(2)



(2)



Not included in the table:




(i)


Advanced Medical Optics, Inc. Plan.    In 2009, in connection with its acquisition of Advanced Medical Optics, Inc., Abbott assumed options outstanding under the AMO's 2004 Stock Incentive Plan, as amended and restated. As of December 31, 2017, 10,227 options remained outstanding under this plan. These options have a weighted average purchase price of $26.87. No further awards will be granted under the plan.



(ii)


St. Jude Medical, Inc. Plans.Plans. In 2017, in connection with the acquisition of St. Jude Medical, Inc., Abbott assumed options outstanding under the St. Jude Medical, Inc. 2007 Stock Incentive Plan, as Amended and Restated (2014). were assumed by Abbott and converted into Abbott options of substantially equivalent value. As of December 31, 2017, 4,890,2322020, 885,521 options remained outstanding under these plans. These options have a weighted average purchase price of $30.42.$30.46. No further awards will be granted under these plans.

87

For additional information concerning the Abbott Laboratories 1996 Incentive Stock Program, 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“Incentive Stock Program"Program” of the Notes to Consolidated Financial Statements included under Item 8, "Financial“Financial Statements and Supplementary Data."

(b)

Information Concerning Security Ownership.  Incorporated herein by reference is the material under the heading "Security“Security Ownership of Executive Officers and Directors"Directors” and "Information“Information Concerning Security Ownership"Ownership” in the 20182021 Proxy Statement. The 20182021 Definitive Proxy Statement will be filed on or about March 16, 2018.
12, 2021.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The material to be included in the 20182021 Proxy Statement under the headings "The“The Board of Directors," "Committees” “Committees of the Board of Directors," and "Approval“Approval Process for Related Person Transactions"Transactions” is incorporated herein by reference. The 20182021 Definitive Proxy Statement will be filed on or about March 16, 2018.12, 2021.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The material to be included in the 20182021 Proxy Statement under the headings "Audit“Audit Fees and Non-Audit Fees"Fees” and "Policy“Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditor"Auditor” is incorporated herein by reference. The 20182021 Definitive Proxy Statement will be filed on or about March 16, 2018.12, 2021.


88


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

Documents filed as part of this Form 10-K.

(1)

Financial Statements:  See Item 8, "Financial“Financial Statements and Supplementary Data," on page 4942 hereof, for a list of financial statements.

(2)

Financial Statement Schedules:  The required financial statement schedules are found on the pages indicated below. These schedules should be read in conjunction with the Consolidated Financial Statements of Abbott Laboratories:

Abbott Laboratories Financial Statement Schedules

Page No.

Valuation and Qualifying Accounts (Schedule II)

106

101

Schedules I, III, IV, and V are not submitted because they are not applicable or not required

Report of Independent Registered Public Accounting Firm

107

102

Individual Financial Statements of businesses acquired by the registrant have been omitted pursuant to Rule 3.05 of Regulation S-X

    (3)

    Exhibits Required by Item 601 of Regulation S-K:  The information called for by this paragraph is incorporated herein by reference to the Exhibit Index on pages 108 through 117 of this Form 10-K.

(b)
Exhibits filed (see Exhibit Index on pages 108 through117).

(c)
Financial Statement Schedule filed (page 106).

ITEM 16.    FORM 10-K SUMMARY

        None.



SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Abbott Laboratories has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ABBOTT LABORATORIES



By


/s/ MILES D. WHITE

Miles D. White
Chairman of the Board and
Chief Executive Officer



Date: February 16, 2018

        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 16, 2018 in the capacities indicated below.

/s/ MILES D. WHITE

Miles D. White
Chairman of the Board, Chief Executive Officer
and Director of Abbott Laboratories
(principal executive officer)
/s/ BRIAN B. YOOR

Brian B. Yoor
Executive Vice President, Finance and Chief
Financial Officer (principal financial officer)

/s/ ROBERT E. FUNCK

Robert E. Funck
Vice President and Controller
(principal accounting officer)



/s/ ROBERT J. ALPERN, M.D.

Robert J. Alpern, M.D.
Director of Abbott Laboratories


/s/ ROXANNE S. AUSTIN

Roxanne S. Austin
Director of Abbott Laboratories

/s/ SALLY E. BLOUNT, PH.D.

Sally E. Blount, Ph.D.
Director of Abbott Laboratories


/s/ EDWARD M. LIDDY

Edward M. Liddy
Director of Abbott Laboratories

/s/ NANCY MCKINSTRY

Nancy McKinstry
Director of Abbott Laboratories


/s/ PHEBE N. NOVAKOVIC

Phebe N. Novakovic
Director of Abbott Laboratories

/s/ WILLIAM A. OSBORN

William A. Osborn
Director of Abbott Laboratories
/s/ SAMUEL C. SCOTT III

Samuel C. Scott III
Director of Abbott Laboratories

/s/ DANIEL J. STARKS

Daniel J. Starks
Director of Abbott Laboratories


/s/ JOHN G. STRATTON

John G. Stratton
Director of Abbott Laboratories

/s/ GLENN F. TILTON

Glenn F. Tilton
Director of Abbott Laboratories




ABBOTT LABORATORIES AND SUBSIDIARIES
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015
(in millions of dollars)

Allowances for Doubtful
Accounts and Product Returns
 Balance
at Beginning
of Year
 Provisions/
Charges
to Income
 Amounts
Charged Off
and Other
Deductions
 Balance at
End of Year
 

2017

 $250 $105 $(61)$294 

2016

  337  92  (179) 250 

2015

  310  225  (198) 337 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Abbott Laboratories

Opinion on the Financial Statement Schedule

We have audited the consolidated financial statements of Abbott Laboratories and subsidiaries (the Company) as of December 31, 2017 and 2016, and for each of the three years in the period ended December 31, 2017, and have issued our report thereon dated February 16, 2018 (included elsewhere in this Annual Report on Form 10-K). Our audits also included the financial statement schedule listedset forth in Item 15(a)(2) of this Annual Report on Form 10-K. In our opinion, the financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.15(b) below.

Basis for Opinion(b)    Exhibits filed.

This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's schedule based on our audits. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

Chicago, Illinois
February 16, 2018



EXHIBIT INDEX
ABBOTT LABORATORIES
ANNUAL REPORT
FORM 10-K
2017


10-K

Exhibit

Table

Item No.


2.1

*Agreement and Plan of Merger dated as of January 30, 2016, among Alere Inc. and Abbott Laboratories, filed as Exhibit 2.1 to the Abbott Laboratories Current Report on Form 8-K dated January 30, 2016.


3.1





2.2


*Amendment to Agreement and Plan of Merger, dated as of April 13, 2017, among Alere Inc., Abbott Laboratories and Angel Sub, Inc., filed as Exhibit 2.1 to the Abbott Laboratories Current Report on Form 8-K dated April 14, 2017.






2.3



*Agreement and Plan of Merger, dated as of April 27, 2016, by and among Abbott Laboratories, St. Jude Medical, Inc., Vault Merger Sub,  Inc. and Vault Merger Sub, LLC, filed as Exhibit 2.1 to the Abbott Laboratories Current Report on Form 8-K dated April 27, 2016.






2.4


*Stock Purchase Agreement, dated as of September 14, 2016, by and between Abbott Laboratories and Chace LLC and, solely for certain purposes, Johnson & Johnson, filed as Exhibit 2.1 to the Abbott Laboratories Current Report on Form 8-K dated September 14, 2016.

Certain schedules and exhibits have been omitted from these filings pursuant to Item 601(b)(2) of Regulation S-K. Abbott will furnish supplemental copies of any such schedules or exhibits to the U.S. Securities and Exchange Commission upon request.






3.1


*Articles of Incorporation, Abbott Laboratories, filed as Exhibit 3.1 to the Abbott Laboratories Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.






3.2


*


*By-Laws of Abbott Laboratories, as amended and restated effective June 29, 2017,April 24, 2020, filed as Exhibit 3.1 to the Abbott Laboratories Current Report on Form 8-K dated June 29, 2017.February 21, 2020.






4.1


*


*Indenture dated as of February 9, 2001, between Abbott Laboratories and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, successor to Bank One Trust Company, N.A.) (including form of Security), filed as Exhibit 4.1 to the Abbott Laboratories Registration Statement on Form S-3 dated February 12, 2001.






4.2


*


*Supplemental Indenture dated as of February 27, 2006, between Abbott Laboratories and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), filed as Exhibit 4.2 to the Abbott Laboratories Registration Statement on Form S-3 dated February 28, 2006.






4.3


*


*Form of $1,000,000,000 6.150% Note due 2037, filed as Exhibit 99.6 to the Abbott Laboratories Current Report on Form 8-K dated November 6, 2007.






4.4


*


*Actions of the Authorized Officers with respect to Abbott'sAbbott’s 5.150% Notes due 2012, 5.600% Notes due 2017 and 6.150% Notes due 2037, filed as Exhibit 99.3 to the Abbott Laboratories Current Report on Form 8-K dated November 6, 2007.






4.5


*Form of $2,000,000,000 5.125% Note due 2019, filed as Exhibit 99.4 to the Abbott Laboratories Current Report on Form 8-K dated February 26, 2009.



10-K
Exhibit
Table
Item No.

4.5

*

4.6

*Form of $1,000,000,000 6.000% Note due 2039, filed as Exhibit 99.5 to the Abbott Laboratories Current Report on Form 8-K dated February 26, 2009.






4.7

4.6


*


*Actions of the Authorized Officers with respect to Abbott'sAbbott’s 5.125% Note due 2019 and 6.000% Note due 2039, filed as Exhibit 99.3 to the Abbott Laboratories Current Report on Form 8-K dated February 26, 2009.

89

10-K
Exhibit
Table
Item No.


4.7





4.8


*Form of 2020 Note, filed as Exhibit 99.5 to the Abbott Laboratories Current Report on Form 8-K dated May 27, 2010.






4.9



*Form of 2040 Note, filed as Exhibit 99.6 to the Abbott Laboratories Current Report on Form 8-K dated May 27, 2010.






4.10

4.8


*


*Actions of the Authorized Officers with respect to Abbott'sAbbott’s 2.70% Notes, 4.125% Notes and 5.30% Notes, filed as Exhibit 99.3 to the Abbott Laboratories Current Report on Form 8-K dated May 27, 2010.






4.11

4.9


*


*Indenture, dated as of March 10, 2015, between Abbott Laboratories and U.S. Bank National Association (including form of Security), filed as Exhibit 4.1 to the Abbott Laboratories Current Report on Form 8-K dated March 5, 2015.






4.12


*Form of 2.000% Note due 2020, filed as Exhibit 99.4 to the Abbott Laboratories Current Report on Form 8-K dated March 5, 2015.


4.10


*




4.13



*Form of 2.550% Note due 2022, filed as Exhibit 99.5 to the Abbott Laboratories Current Report on Form 8-K dated March 5, 2015.






4.14

4.11


*


*Form of 2.950% Note due 2025, filed as Exhibit 99.6 to the Abbott Laboratories Current Report on Form 8-K dated March 5, 2015.






4.15

4.12


*


*Actions of the Authorized Officers with respect to Abbott'sAbbott’s 2.000% Notes, 2.550% Notes and 2.950% Notes, filed as Exhibit 99.3 to the Abbott Laboratories Current Report on Form 8-K dated March 5, 2015.






4.16


*Form of 2.350% Notes due 2019, filed as Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated November 22, 2016.


4.13





4.17


*Form of 2.900% Notes due 2021, filed as Exhibit 4.3 to the Abbott Laboratories Current Report on Form 8-K dated November 22, 2016.






4.18



*Form of 3.400% Notes due 2023, filed as Exhibit 4.4 to the Abbott Laboratories Current Report on Form 8-K dated November 22, 2016.






4.19

4.14


*


*Form of 3.750% Notes due 2026, filed as Exhibit 4.5 to the Abbott Laboratories Current Report on Form 8-K dated November 22, 2016.






4.20

4.15


*


*Form of 4.750% Notes due 2036, filed as Exhibit 4.6 to the Abbott Laboratories Current Report on Form 8-K dated November 22, 2016.






4.21

4.16


*


*Form of 4.900% Notes due 2046, filed as Exhibit 4.7 to the Abbott Laboratories Current Report on Form 8-K dated November 22, 2016.






4.22

4.17


*


*Officers'Officers’ Certificate Pursuant to Sections 3.1 and 3.3 of the Indenture with respect to 2.350% Notes due 2019, 2.900% Notes due 2021, 3.400% Notes due 2023, 3.750% Notes due 2026, 4.750% Notes due 2036 and 4.900% Notes due 2046 (including forms of notes), filed as Exhibit 4.22 to the Abbott Laboratories 20172016 Annual Report on Form 10-K.



10-K
Exhibit
Table
Item No.

4.23

*Form of 2.000% Notes due 2018, filed as Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated March 22, 2017.






4.24


*Form of 2.800% Notes due 2020, filed as Exhibit 4.3 to the Abbott Laboratories Current Report on Form 8-K dated March 22, 2017.


4.18





4.25


*Form of 3.25% Notes due 2023, filed as Exhibit 4.4 to the Abbott Laboratories Current Report on Form 8-K dated March 22, 2017.






4.26



*Form of 3.875% Notes due 2025, filed as Exhibit 4.5 to the Abbott Laboratories Current Report on Form 8-K dated March 22, 2017.






4.27

4.19


*


*Form of 4.75% Notes due 2043, filed as Exhibit 4.6 to the Abbott Laboratories Current Report on Form 8-K dated March 22, 2017.






4.28

4.20


*


*Officers'Officers’ Certificate Pursuant to Sections 3.1 and 3.3 of the Indenture with respect to 2.000% Notes due 2018, 2.800% Notes due 2020, 3.25% Notes due 2023, 3.875% Notes due 2025, and 4.75% Notes due 2043 (including form of notes), filed as Exhibit 4.7 to the Abbott Laboratories Quarterly Report on Form 10-Q for the period ended March 31, 2017.






4.29

90

10-K
Exhibit
Table
Item No.

4.21



Indenture, dated as of July 28, 2009, between St. Jude Medical, LLC (successor to St. Jude Medical, Inc.) and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to the St. Jude Medical, Inc. Current Report on Form 8-K dated July 28, 2009.






4.30

4.22



Fourth Supplemental Indenture, dated as of April 2, 2013, between St. Jude Medical, LLC (successor to St. Jude Medical, Inc.) and U.S. Bank National Association, as trustee, relating to St. Jude Medical, LLC'sLLC’s 3.25% Senior Notes due 2023 and 4.75% Senior Notes due 2043 (including forms of notes), filed as Exhibit 4.1 to the St. Jude Medical, Inc. Current Report on Form 8-K dated April 2, 2013.






4.31

4.23



Fifth Supplemental Indenture, dated as of September 23, 2015, between St. Jude Medical, LLC (successor to St. Jude Medical, Inc.) and U.S. Bank National Association, as trustee, relating to St. Jude Medical, LLC'sLLC’s 2.000% Senior Notes due 2018, 2.800% Senior Notes due 2020 and 3.875% Senior Notes due 2025, filed as Exhibit 4.1 to the St. Jude Medical, Inc. Current Report on Form 8-K dated September 23, 2015.






4.32

4.24



Sixth Supplemental Indenture, dated as of January 4, 2017, among St. Jude Medical, Inc., St. Jude Medical, LLC and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to the St. Jude Medical, LLC Current Report on Form 8-K dated January 4, 2017.

4.25

*

Form of Seventh Supplemental Indenture between St. Jude Medical, LLC and U.S. Bank National Association, as trustee, filed as Exhibit 4.3 to the Abbott Laboratories Registration Statement on Form S-4 dated February 21, 2017.

4.26

*

Indenture dated September 27, 2018, among Abbott Ireland Financing DAC, as issuer, Abbott Laboratories, as guarantor and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to the Abbott Laboratories Current Report on Form 8-K dated September 27, 2018.

4.27

*

First Supplemental Indenture dated September 27, 2018, among Abbott Ireland Financing DAC, as issuer, Abbott Laboratories, as guarantor, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, U.K. Branch, as paying agent and transfer agent, and Elavon Financial Services DAC, as registrar, filed as Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated September 27, 2018.

4.28

*

Second Supplemental Indenture dated November 19, 2019, among Abbott Ireland Financing DAC, as issuer, Abbott Laboratories, as guarantor, U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, as paying agent, transfer agent and registrar, filed as Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated November 19, 2019.

4.29

*

Form of 0.875% Note due 2023 (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated September 27, 2018).

4.30

*

Form of 1.500% Note due 2026 (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated September 27, 2018).

4.31

*

Form of 0.100% Note due 2024 (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated November 19, 2019).

4.32

*

Form of 0.375% Note due 2027 (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated November 19, 2019).

91

10-K
Exhibit
Table
Item No.

4.33

*

Officers’ Certificate Pursuant to Sections 3.1 and 3.3 of the Indenture with respect to 1.150% Notes due 2028 and 1.400% Notes due 2030, filed as Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated June 22, 2020.

4.34

*

Form of 1.150% Notes due 2028, filed as Exhibit 4.3 to the Abbott Laboratories Current Report on Form 8-K filed on June 24, 2020 (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated June 22, 2020).

4.35

*

Form of 1.400% Notes due 2030, filed as Exhibit 4.4 to the Abbott Laboratories Current Report on Form 8-K filed on June 24, 2020 (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated June 22, 2020).

Other debt instruments are omitted in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K. Copies of such agreements will be furnished to the Securities and Exchange Commission upon request.






10.1


4.36

*

Description of Registrant's Securities, filed as Exhibit 4.34 to the 2019 Abbott Laboratories Annual Report on Form 10-K).

10.1

*

Supplemental Plan Abbott Laboratories Extended Disability Plan, filed as an exhibit (pages 50-51) to the 1992 Abbott Laboratories Annual Report on Form 10-K.**






10.2



Abbott Laboratories Deferred Compensation Plan, as amended.**






10.3


*


*Abbott Laboratories 401(k) Supplemental Plan, as amended and restated, filed as Exhibit 10.3 to the 2012 Abbott Laboratories Annual Report on Form 10-K.**






10.4


*


*Abbott Laboratories Supplemental Pension Plan, as amended and restated, filed as Exhibit 10.4 to the 2014 Abbott Laboratories Annual Report on Form 10-K.**



10-K
Exhibit
Table
Item No.

10.5

*

*1986 Abbott Laboratories Management Incentive Plan, as amended and restated, filed as Exhibit 10.5 to the 2014 Abbott Laboratories Annual Report on Form 10-K.**






10.6


*


*1998 Abbott Laboratories Performance Incentive Plan, as amended, filed as Exhibit 10.6 to the 2014 Abbott Laboratories Annual Report on Form 10-K.**






10.7


*


*Rules for the 1998 Abbott Laboratories Performance Incentive Plan, as amended and restated, filed as Exhibit 10.7 to the 2012 Abbott Laboratories Annual Report on Form 10-K.**






10.8


*Abbott Laboratories 1996 Incentive Stock Program, as amended and restated through the 6th Amendment February 20, 2009, filed as Exhibit 10.11 to the Abbott Laboratories Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.**


10.8


*




10.9



*Abbott Laboratories 2009 Incentive Stock Program, as amended and restated, filed as Exhibit 10.9 to the 2014 Abbott Laboratories Annual Report on Form 10-K.**






10.10

10.9


*


*Abbott Laboratories 2017 Incentive Stock Program (incorporated by reference to Exhibit B of Abbott'sAbbott’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2017).**






10.11

10.10


*


*Abbott Laboratories Non-Employee Directors'Directors’ Fee Plan, as amended and restated, filed as Exhibit 10.10 to the 2016 Abbott Laboratories Annual Report on Form 10-K.**

92

10-K
Exhibit
Table
Item No.


10.11


*




10.12



*Form of Non-Employee Director Restricted Stock Unit Agreement under Abbott Laboratories 1996 Incentive Stock Program, filed as Exhibit 10.2 to the Abbott Laboratories Current Report on Form 8-K dated December 10, 2004.**






10.13


*Form of Employee Stock Option Agreement for a new Non-Qualified Stock Option under the Abbott Laboratories 1996 Incentive Stock Program granted on or after February 18, 2005, filed as Exhibit 10.2 to the Abbott Laboratories Current Report on Form 8-K dated February 18, 2005.**


10.12





10.14


*Form of Non-Qualified Stock Option Agreement for an award of non-qualified stock options under the Abbott Laboratories 1996 Incentive Stock Program granted on or after February 17, 2006, filed as Exhibit 10.4 to the Abbott Laboratories Current Report on Form 8-K dated February 16, 2006.**






10.15



*Form of Non-Qualified Stock Option Agreement for an award of non-qualified stock options under the Abbott Laboratories 1996 Incentive Stock Program granted on or after February 20, 2009, filed as Exhibit 10.3 to the Abbott Laboratories Current Report on Form 8-K dated February 20, 2009.**






10.16


*Form of Non-Employee Director Non-Qualified Stock Option Agreement, filed as Exhibit 10.2 to the Abbott Laboratories Current Report on Form 8-K dated April 24, 2009.**






10.17

10.13


*


*Form of Non-Employee Director Restricted Stock Unit Agreement, filed as Exhibit 10.3 to the Abbott Laboratories Current Report on Form 8-K dated April 24, 2009.**






10.18

10.14


*


*Form of Non-Qualified Stock Option Agreement (ratably vested), filed as Exhibit 10.5 to the Abbott Laboratories Current Report on Form 8-K dated April 24, 2009.**






10.19


*Form of Restricted Stock Unit Agreement (ratably vested), filed as Exhibit 10.37 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**


10.15





10.20


*Form of Restricted Stock Unit Agreement for foreign employees (ratably vested), filed as Exhibit 10.38 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**



10-K
Exhibit
Table
Item No.

10.21

*Form of Performance Restricted Stock Unit Agreement for foreign employees (annual performance based), filed as Exhibit 10.39 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.22


*Form of Performance Restricted Stock Unit Agreement for foreign executive officers (annual performance based), filed as Exhibit 10.40 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.23


*Form of Performance Restricted Stock Unit Agreement for foreign employees (interim performance based), filed as Exhibit 10.41 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**


10.16


*




10.24



*Form of Performance Restricted Stock Unit Agreement for foreign executive officers (interim performance based), filed as Exhibit 10.42 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.25


*Form of Restricted Stock Unit Agreement (cliff vested), filed as Exhibit 10.43 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**


10.17


*




10.26



*Form of Restricted Stock Unit Agreement for executive officers (cliff vested), filed as Exhibit 10.44 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.27


*Form of Restricted Stock Unit Agreement for foreign employees (cliff vested), filed as Exhibit 10.45 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**


10.18


*




10.28



*Form of Restricted Stock Unit Agreement for foreign executive officers (cliff vested), filed as Exhibit 10.46 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.29

10.19


*


*Form of Non-Employee Director Restricted Stock Unit Agreement, filed as Exhibit 10.47 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.30

10.20


*


*Form of Non-Employee Director Restricted Stock Unit Agreement for foreign non-employee directors, filed as Exhibit 10.48 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.31


*Form of Restricted Stock Unit Agreement for Participants in France, filed as Exhibit 10.49 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**


10.21





10.32


*Form of Restricted Stock Agreement (ratably vested), filed as Exhibit 10.50 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.33



*Form of Restricted Stock Agreement for executive officers (ratably vested), filed as Exhibit 10.51 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.34


*Form of Performance Restricted Stock Agreement (annual performance based), filed as Exhibit 10.52 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.35


*Form of Performance Restricted Stock Agreement for executive officers (annual performance based), filed as Exhibit 10.53 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.36


*Form of Performance Restricted Stock Agreement (interim performance based), filed as Exhibit 10.54 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**


10.22


*




10.37



*Form of Performance Restricted Stock Agreement for executive officers (interim performance based), filed as Exhibit 10.55 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**



10-K
Exhibit
Table
Item No.

10.38

*Form of Restricted Stock Agreement (cliff vested), filed as Exhibit 10.56 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.39

10.23


*


*Form of Restricted Stock Agreement for executive officers (cliff vested), filed as Exhibit 10.57 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.40

10.24


*


*Form of Non-Qualified Stock Option Agreement, filed as Exhibit 10.58 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.41

10.25


*


*Form of Non-Qualified Stock Option Agreement for executive officers, filed as Exhibit 10.59 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.42

10.26


*


*Form of Non-Qualified Stock Option Agreement for foreign employees, filed as Exhibit 10.60 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**

93

10-K
Exhibit
Table
Item No.


10.27


*




10.43



*Form of Non-Qualified Stock Option Agreement for foreign executive officers, filed as Exhibit 10.61 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.44

10.28


*


*Form of Non-Employee Director Non-Qualified Stock Option Agreement, filed as Exhibit 10.64 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.45

10.29


*


*Form of Non-Employee Director Non-Qualified Stock Option Agreement for foreign non-employee directors, filed as Exhibit 10.65 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.46


*Form of UK Option Award Agreement, filed as Exhibit 10.66 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**


10.30





10.47


*Form of UK Option Award Agreement for executive officers, filed as Exhibit 10.67 to the 2013 Abbott Laboratories Annual Report on Form 10-K.**






10.48



*Form of Restricted Stock Unit Agreement (ratably vested) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.2 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.49

10.31


*


*Form of Restricted Stock Unit Agreement for foreign employees (ratably vested) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.3 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.50

10.32


*


*Form of Restricted Stock Unit Agreement (cliff vested) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.4 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.51

10.33


*


*Form of Restricted Stock Unit Agreement for foreign employees (cliff vested) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.5 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.52

10.34


*


*Form of Performance Restricted Stock Unit Agreement for foreign employees (annual performance based) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.6 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.53

10.35


*


*Form of Performance Restricted Stock Unit Agreement for foreign employees (interim performance based) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.7 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**



10-K
Exhibit
Table
Item No.

10.54

10.36

*

*Form of Restricted Stock Agreement (ratably vested) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.8 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.55

10.37


*


*Form of Restricted Stock Agreement (cliff vested) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.9 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.56

10.38


*


*Form of Performance Restricted Stock Agreement (annual performance based) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.10 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.57

10.39


*


*Form of Performance Restricted Stock Agreement (interim performance based) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.11 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.58

10.40


*


*Form of Non-Qualified Stock Option Agreement under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.12 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**

94

10-K
Exhibit
Table
Item No.


10.41


*




10.59



*Form of Non-Qualified Stock Option Agreement for foreign employees under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.13 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.60

10.42


*


*Form of Restricted Stock Unit Agreement for executive officers (cliff vested) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.14 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.61

10.43


*


*Form of Restricted Stock Unit Agreement for foreign executive officers (cliff vested) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.15 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.62

10.44


*


*Form of Performance Restricted Stock Unit Agreement for foreign executive officers (annual performance based) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.16 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.63

10.45


*


*Form of Performance Restricted Stock Unit Agreement for foreign executive officers (interim performance based) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.17 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.64

10.46


*


*Form of Restricted Stock Agreement for executive officers (ratably vested) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.18 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.65

10.47


*


*Form of Restricted Stock Agreement for executive officers (cliff vested) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.19 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.66

10.48


*


*Form of Performance Restricted Stock Agreement for executive officers (annual performance based) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.20 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.67

10.49


*


*Form of Performance Restricted Stock Agreement for executive officers (interim performance based) under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.21 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**



10-K
Exhibit
Table
Item No.

10.68

10.50

*

*Form of Non-Qualified Stock Option Agreement for executive officers under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.22 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.69

10.51


*


*Form of Non-Qualified Stock Option Agreement for foreign executive officers under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.23 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.70

10.52


*


*Form of Non-Employee Director Restricted Stock Unit Agreement under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.24 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**

95

10-K
Exhibit
Table
Item No.


10.53


*




10.71



*Form of Non-Employee Director Restricted Stock Unit Agreement for foreign non-employee directors under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.25 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.72

10.54


*


*Form of Non-Employee Director Non-Qualified Stock Option Agreement under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.26 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.73

10.55


*


*Form of Non-Employee Director Non-Qualified Stock Option Agreement for foreign non-employee directors under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.27 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.**






10.74

10.56


Form of Performance Restricted Stock Unit Agreement for foreign employees (annual performance based) under the Abbott Laboratories 2017 Incentive Stock Program.**


10.57

Form of Performance Restricted Stock Unit Agreement for foreign employees (interim performance based) under the Abbott Laboratories 2017 Incentive Stock Program.**

10.58

Form of Performance Restricted Stock Agreement (annual performance based) under the Abbott Laboratories 2017 Incentive Stock Program.**

10.59

Form of Performance Restricted Stock Agreement (interim performance based) under the Abbott Laboratories 2017 Incentive Stock Program.**

10.60

Form of Performance Restricted Stock Unit Agreement for foreign executive officers (annual performance based) under the Abbott Laboratories 2017 Incentive Stock Program.**

10.61

Form of Performance Restricted Stock Unit Agreement for foreign executive officers (interim performance based) under the Abbott Laboratories 2017 Incentive Stock Program.**

10.62

Form of Performance Restricted Stock Agreement for executive officers (annual performance based) under the Abbott Laboratories 2017 Incentive Stock Program.**

10.63

Form of Performance Restricted Stock Agreement for executive officers (interim performance based) under the Abbott Laboratories 2017 Incentive Stock Program.**

10.64

*

Form of Agreement Regarding Change in Control by and between Abbott Laboratories and its named executive officers (other than Mr. White), filed as Exhibit 10.1 to the Abbott Laboratories Current Report on Form 8-K dated November 30, 2012.**






10.75

10.65


*


*Form of Extension of Agreement Regarding Change in Control by and between Abbott Laboratories and its named executive officers (other than Mr. White), extending the agreement term to December 31, 2018,2020, filed as Exhibit 10.4910.74 to the 20162018 Abbott Laboratories Annual Report on Form 10-K.**






10.76

10.66


Form of Extension of Agreement Regarding Change in Control by and between Abbott Laboratories and its named executive officers (other than Mr. White), extending the agreement term to December 31, 2022.**


10.67

*

Form of Time Sharing Agreement between Abbott Laboratories Inc. and M.D. White, filed as Exhibit 10.6 to the Abbott Laboratories Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.**

96

10-K
Exhibit
Table
Item No.


10.68





10.77



*2004 Stock Incentive Plan, as amended and restated, filed as Exhibit 4.5 to theForm of Time Sharing Agreement between Abbott Laboratories Registration Statement on Form S-8 dated March 20, 2009.Inc. and Robert B. Ford.**






10.78


†St. Jude Medical, Inc. 2016 Stock Incentive Plan, filed as Exhibit 10.1 to the St. Jude Medical, Inc. Current Report on Form 8-K dated October 27, 2016.**


10.69





10.79



St. Jude Medical, Inc. 2007 Stock Incentive Plan, as amended and restated (2014), filed as Exhibit 10.22 to St. Jude Medical, Inc. Annual Report on Form 10-K for the year ended January 3, 2015 dated February 26, 2015.**






10.80

10.70



Form of Non-Qualified Stock Option Agreement (Global) and related Notice of Non-Qualified Stock Option Grant for stock options granted on or after December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan, filed as Exhibit 10.24 to the St. Jude Medical, Inc. Annual Report on Form 10-K for the year ended December 29, 2012 dated February 26, 2013.**



10-K
Exhibit
Table
Item No.

10.81

10.71

Form of Non-Qualified Stock Option Agreement for Non-Employee Directors and related Notice of Non-Qualified Stock Option Grant for stock options granted on or after December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan, filed as Exhibit 10.25 to the St. Jude Medical, Inc. Annual Report on Form 10-K for the year ended December 29, 2012, dated February 26, 2013.**






10.82

10.72



Form of Restricted Stock Units Award Agreement (Global) and related Restricted Stock Units Award Certificate for restricted stock units granted on or after December 10, 2012 under the St. Jude Medical, Inc. 2007 Stock Incentive Plan, filed as Exhibit 10.27 to the St. Jude Medical, Inc. Annual Report on Form 10-K for the year ended December 29, 2012, dated February 26, 2013.**






10.83

10.73


*


Management Savings Plan, as amended and restated.**






10.84


*Retention Agreement by and between Mr. Michael T. Rousseau and Abbott Laboratories, dated July 22, 2016,restated, filed as Exhibit 10.5910.75 to the 20162019 Abbott Laboratories Annual Report on Form 10-K.10-K).**






10.85


*Retention Agreement by and between Eric S. Fain and Abbott Laboratories, dated July 27, 2016, filed as Exhibit 10.60 to the 2016 Abbott Laboratories Annual Report on Form 10-K.**


10.74



Abbott Overseas Managers Pension Plan, as amended and restated.**



10.86


*120-Day Bridge Term Loan Agreement, dated as of December 13, 2016, among Abbott Laboratories, the guarantors referred to therein, Bank of America, N.A., as administrative agent, and the other lenders party thereto, filed as Exhibit 10.61 to the 2016 Abbott Laboratories Annual Report on Form 10-K.






10.87


*Amended and Restated Term Loan Agreement, dated as of January 4, 2017, among St. Jude Medical, LLC, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, filed as Exhibit 10.62 to the 2016 Abbott Laboratories Annual Report on Form 10-K.


10.75





10.88


Term Loan Agreement, dated as of July 31, 2017, by and among Abbott, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.






10.89



First Amendment to Term Loan Agreement, dated as of September 29, 2017, by and among Abbott, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.






10.90


*Five Year Credit Agreement, dated as of July 10, 2014, by andNovember 12, 2020, among Abbott theLaboratories, as borrower, various financial institutions, as lenders, from time to time party thereto, and JPMorgan Chase Bank, of America, N.A., as administrative agent, filed as Exhibit 10.3 to the Abbott Laboratories Quarterly Report on Form 10-Q for the period ended September 30, 2017.agent.






12


Computation of Ratio of Earnings to Fixed Charges.


21





21



Subsidiaries of Abbott Laboratories.






23.1



Consent of Independent Registered Public Accounting Firm.






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"“filed” under the Securities Exchange Act of 1934.



10-K
Exhibit
Table
Item No.

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.

97

10-K
Exhibit
Table
Item No.


101





101


The following financial statements and notes from the Abbott Laboratories Annual Report on Form 10-K for the year ended December 31, 20172020 filed on February 16, 2018,19, 2021, 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'Shareholders’ Investment; and (vi) the notes to the 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).


*

Incorporated herein by reference. Commission file number 1-2189.

**

Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.

Incorporated herein by reference. Commission file number 1-12441.

Abbott will furnish copies of any of the above exhibits to a shareholder upon written request to the Secretary, Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-6400.

(c)    Financial Statement Schedule filed (page 101).

ITEM 16. FORM 10-K SUMMARY

None.


98


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Abbott Laboratories has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ABBOTT LABORATORIES

By

/s/ ROBERT B. FORD

Robert B. Ford
President and Chief Executive Officer

Date:

February 19, 2021

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 19, 2021 in the capacities indicated below.

/s/ ROBERT B. FORD

/s/ ROBERT E. FUNCK, JR.

Robert B. Ford

Robert E. Funck, Jr.

President and Chief Executive Officer,
and Director of Abbott Laboratories
(principal executive officer)

Executive Vice President, Finance
and Chief Financial Officer
(principal financial officer)

/s/ PHILIP P. BOUDREAU

/s/ MILES D. WHITE

Philip P. Boudreau

Miles D. White

Vice President, Finance and Controller
(principal accounting officer)

Executive Chairman of the Board

/s/ ROBERT J. ALPERN

/s/ ROXANNE S. AUSTIN

Robert J. Alpern, M.D.

Roxanne S. Austin

Director of Abbott Laboratories

Director of Abbott Laboratories

/s/ SALLY E. BLOUNT

/s/ MICHELLE A. KUMBIER

Sally E. Blount, Ph.D.

Michelle A. Kumbier

Director of Abbott Laboratories

Director of Abbott Laboratories

/s/ EDWARD M. LIDDY

/s/ DARREN W. MCDEW

Edward M. Liddy
Director of Abbott Laboratories

Darren W. McDew
Director of Abbott Laboratories

/s/ NANCY MCKINSTRY

/s/ PHEBE N. NOVAKOVIC

Nancy McKinstry

Phebe N. Novakovic

Director of Abbott Laboratories

Director of Abbott Laboratories

/s/ WILLIAM A. OSBORN

/s/ DANIEL J. STARKS

William A. Osborn

Daniel J. Starks

Director of Abbott Laboratories

Director of Abbott Laboratories

99

/s/ JOHN G. STRATTON

/s/ GLENN F. TILTON

John G. Stratton

Glenn F. Tilton

Director of Abbott Laboratories

Director of Abbott Laboratories

100

ABBOTT LABORATORIES AND SUBSIDIARIES

SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018

(in millions of dollars)

    

    

    

Amounts

    

Balance

Provisions/

Charged Off

Allowances for Doubtful

at Beginning

Charges

and Other

Balance at

Accounts and Product Returns

of Year

to Income

Deductions

End of Year

2020

$

384

$

187

$

(111)

$

460

2019

314

137

(68)

384

2018

 

294

110

(90)

314

101

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Abbott Laboratories

Opinion on the Financial Statement Schedule

We have audited the consolidated financial statements of Abbott Laboratories and subsidiaries (the Company) as of December 31, 2020 and 2019, for each of the three years in the period ended December 31, 2020, and have issued our report thereon dated February 19, 2021 (included elsewhere in this Annual Report on Form 10-K). Our audits of the consolidated financial statements included the financial statement schedule listed in Item 15(a)(2) of this Annual Report on Form 10-K (the “schedule”). This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s schedule, based on our audits.

In our opinion, the schedule presents fairly, in all material respects, the information set forth therein when considered in conjunction with the consolidated financial statements.

/s/ Ernst & Young LLP

Chicago, Illinois

February 19, 2021

102