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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the quarterly period ended March 31,2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIE

2、SEXCHANGE ACT OF 1934For the transition period from toCommission File No.1-2189ABBOTT LABORATORIESAn Illinois CorporationI.R.S.Employer Identification No.36-0698440100 Abbott Park RoadAbbott Park,Illinois 60064-6400Telephone:(224)667-6100Securities Registered Pursuant to Section 12(b)of the Act:Titl

3、e of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Shares,Without Par ValueABTNew York Stock ExchangeChicago Stock Exchange,Inc.Indicate by check mark whether the registrant:(l)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Ac

4、t of l934during 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 filingrequirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data Fi

5、le required to be submitted pursuant to Rule 405 ofRegulation S-T(229.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated

6、filer,a non-accelerated filer,a smaller reporting company,or anemerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growthcompany”in Rule 12b-2 of the Exchange Act.Large Accelerated Filer Accelerated Filer Non-Accelerate

7、d Filer Smaller reporting company Emerging growth company 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 newor revised financial accounting standards provided pursuant to Section 13(a)of the Exchange

8、 Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of March 31,2025,Abbott Laboratories had 1,739,836,465 common shares without par value outstanding.Table of ContentsAbbott LaboratoriesTable of ContentsPart I-Financial Infor

9、mationPageItem 1.Financial Statements and Supplementary DataCondensed Consolidated Statement of Earnings3Condensed Consolidated Statement of Comprehensive Income4Condensed Consolidated Balance Sheet5Condensed Consolidated Statement of Shareholders Investment6Condensed Consolidated Statement of Cash

10、Flows7Notes to the Condensed Consolidated Financial Statements8Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations21Item 4.Controls and Procedures26Part II-Other Information26Item 1.Legal Proceedings26Item 2.Unregistered Sales of Equity Securities and Use of P

11、roceeds26Item 6.Exhibits27Signature282Table of ContentsAbbott Laboratories and SubsidiariesCondensed Consolidated Statement of Earnings(Unaudited)(dollars in millions except per share data;shares in thousands)Three Months EndedMarch 3120252024Net sales$10,358$9,964 Cost of products sold,excluding am

12、ortization of intangible assets4,468 4,463 Amortization of intangible assets420 472 Research and development716 684 Selling,general and administrative3,061 2,959 Total operating cost and expenses8,665 8,578 Operating earnings1,693 1,386 Interest expense131 141 Interest(income)(82)(80)Net foreign exc

13、hange(gain)loss(7)Other(income)expense,net(127)(111)Earnings before taxes1,778 1,436 Taxes on earnings453 211 Net Earnings$1,325$1,225 Basic Earnings Per Common Share$0.76$0.70 Diluted Earnings Per Common Share$0.76$0.70 Average Number of Common Shares Outstanding Used for Basic Earnings Per Common

14、Share1,739,206 1,740,203 Dilutive Common Stock Options8,014 9,449 Average Number of Common Shares Outstanding Plus Dilutive Common Stock Options1,747,220 1,749,652 Outstanding Common Stock Options Having No Dilutive Effect1,431 6,892 The accompanying notes to the condensed consolidated financial sta

15、tements are an integral part of this statement.3Table of ContentsAbbott Laboratories and SubsidiariesCondensed Consolidated Statement of Comprehensive Income(Unaudited)(dollars in millions)Three Months EndedMarch 3120252024Net Earnings$1,325$1,225 Foreign currency translation gain(loss)adjustments,n

16、et of taxes of$32 in 2025 and$in 2024550(386)Net actuarial gains(losses)and amortization of net actuarial losses and prior service costs and credits,net of taxes of$in 2025 and$1 in 202430 4 Net gains(losses)for derivative instruments designated as cash flow hedges,net of taxes of$(40)in 2025 and$30

17、 in2024(91)55 Other comprehensive income(loss)489(327)Comprehensive Income$1,814$898 March 31,2025December 31,2024Supplemental Accumulated Other Comprehensive Income(Loss)Information,net of tax:Cumulative foreign currency translation(loss)adjustments$(6,955)$(7,505)Net actuarial(losses)and prior ser

18、vice(costs)and credits(581)(611)Cumulative gains(losses)on derivative instruments designated as cash flow hedges119 210 Accumulated other comprehensive income(loss)$(7,417)$(7,906)The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.4Table

19、of ContentsAbbott Laboratories and SubsidiariesCondensed Consolidated Balance Sheet(Unaudited)(dollars in millions)March 31,2025December 31,2024AssetsCurrent Assets:Cash and cash equivalents$6,532$7,616 Short-term investments312 351 Trade receivables,less allowances of$449 in 2025 and$439 in 20247,3

20、27 6,925 Inventories:Finished products4,063 3,700 Work in process890 840 Materials1,686 1,654 Total inventories6,639 6,194 Prepaid expenses and other receivables2,343 2,570 Total Current Assets23,153 23,656 Investments907 886 Property and equipment,at cost23,418 22,740 Less:accumulated depreciation

21、and amortization12,486 12,082 Net property and equipment10,932 10,658 Intangible assets,net of amortization6,261 6,647 Goodwill23,359 23,108 Deferred income taxes and other assets16,836 16,459$81,448$81,414 Liabilities and Shareholders InvestmentCurrent Liabilities:Trade accounts payable$4,214$4,195

22、 Salaries,wages and commissions1,167 1,701 Other accrued liabilities5,600 5,143 Dividends payable1,032 1,024 Income taxes payable485 594 Current portion of long-term debt506 1,500 Total Current Liabilities13,004 14,157 Long-term debt12,736 12,625 Post-employment obligations,deferred income taxes and

23、 other long-term liabilities6,644 6,731 Commitments and ContingenciesShareholders Investment:Preferred shares,one dollar par value Authorized 1,000,000 shares,none issued Common shares,without par value Authorized 2,400,000,000 sharesIssued at stated capital amount Shares:2025:1,995,858,606;2024:1,9

24、91,472,63025,125 25,153 Common shares held in treasury,at cost Shares:2025:256,021,416;2024:259,774,639(16,612)(16,844)Earnings employed in the business47,715 47,261 Accumulated other comprehensive income(loss)(7,417)(7,906)Total Abbott Shareholders Investment48,811 47,664 Noncontrolling Interests i

25、n Subsidiaries253 237 Total Shareholders Investment49,064 47,901$81,448$81,414 The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.5Table of ContentsAbbott Laboratories and SubsidiariesCondensed Consolidated Statement of Shareholders Inves

26、tment(Unaudited)(in millions except shares and per share data)Three Months Ended March 3120252024Common Shares:Balance at January 1Shares:2025:1,991,472,630;2024:1,987,883,852$25,153$24,869 Issued under incentive stock programs Shares:2025:4,385,976;2024:1,906,147239 87 Share-based compensation303 3

27、22 Issuance of restricted stock awards(570)(552)Balance at March 31 Shares:2025:1,995,858,606;2024:1,989,789,999$25,125$24,726 Common Shares Held in Treasury:Balance at January 1Shares:2025:259,774,639;2024:253,807,494$(16,844)$(15,981)Issued under incentive stock programs Shares:2025:3,935,939;2024

28、:3,838,255256 242 Purchased Shares:2025:182,716;2024:186,276(24)(22)Balance at March 31 Shares:2025:256,021,416;2024:250,155,515$(16,612)$(15,761)Earnings Employed in the Business:Balance at January 1$47,261$37,554 Net earnings1,325 1,225 Cash dividends declared on common shares(per share 2025:$0.59

29、;2024:$0.55)(1,033)(960)Effect of common and treasury share transactions162 192 Balance at March 31$47,715$38,011 Accumulated Other Comprehensive Income(Loss):Balance at January 1$(7,906)$(7,839)Other comprehensive income(loss)489(327)Balance at March 31$(7,417)$(8,166)Noncontrolling Interests in Su

30、bsidiaries:Balance at January 1$237$224 Noncontrolling Interests share of income,business combinations,net of distributions and share repurchases16 9 Balance at March 31$253$233 The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.6Table of

31、 ContentsAbbott Laboratories and SubsidiariesCondensed Consolidated Statement of Cash Flows(Unaudited)(dollars in millions)Three Months Ended March 3120252024Cash Flow From(Used in)Operating Activities:Net earnings$1,325$1,225 Adjustments to reconcile net earnings to net cash from operating activiti

32、es Depreciation336 333 Amortization of intangible assets420 472 Share-based compensation289 304 Trade receivables(262)(151)Inventories(255)(410)Other,net(436)(748)Net Cash From Operating Activities1,417 1,025 Cash Flow From(Used in)Investing Activities:Acquisitions of property and equipment(484)(398

33、)Sales(purchases)of other investment securities,net8(28)Other6 1 Net Cash From(Used in)Investing Activities(470)(425)Cash Flow From(Used in)Financing Activities:Net borrowings(repayments)of short-term debt and other(36)(127)Proceeds from issuance of long-term debt1 Repayments of long-term debt(1,001

34、)Purchases of common shares(280)(226)Proceeds from stock options exercised287 134 Dividends paid(1,026)(957)Net Cash From(Used in)Financing Activities(2,055)(1,176)Effect of exchange rate changes on cash and cash equivalents24(36)Net Increase(Decrease)in Cash and Cash Equivalents(1,084)(612)Cash and

35、 Cash Equivalents,Beginning of Year7,616 6,896 Cash and Cash Equivalents,End of Period$6,532$6,284 The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.7Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidate

36、d Financial StatementsMarch 31,2025(Unaudited)Note 1 Basis of PresentationThe accompanying unaudited,condensed consolidated financial statements have been prepared pursuant to rules and regulations of the Securities andExchange Commission and,therefore,do not include all information and footnote dis

37、closures normally included in audited financial statements.However,in the opinion of management,all adjustments(which include only normal adjustments)necessary to present fairly the results of operations,financialposition and cash flows have been made.It is suggested that these statements be read in

38、 conjunction with the financial statements included in AbbottsAnnual Report on Form 10-K for the year ended December 31,2024.The condensed consolidated financial statements include the accounts of the parentcompany and subsidiaries,after elimination of intercompany transactions.Note 2 New Accounting

39、 StandardsRecently Adopted Accounting StandardsIn November 2023,the Financial Accounting Standards Board(FASB)issued Accounting Standards Update(ASU)2023-07,Segment Reporting(Topic280):Improvements to Reportable Segment Disclosures,which expands the breadth and frequency of required segment disclosu

40、res.The guidance isrequired to be applied retrospectively to all periods presented in the financial statements.Abbott adopted the standard on January 1,2024.The newstandard did not have an impact on Abbotts consolidated financial statements,but required additional disclosures,retrospectively applied

41、 to all periodspresented in Note 14 Segment and geographic area information.Recent Accounting Standards Not Yet AdoptedIn November 2024,the FASB issued ASU 2024-03,Income Statement(Subtopic 220-40):Reporting Comprehensive Income-Expense DisaggregationDisclosures,which requires an entity to disclose

42、on an annual and interim basis,disaggregated information about specific income statement expensecategories.The guidance should be applied prospectively with the option to apply the standard retrospectively.The standard becomes effective for Abbottfor full year 2027 reporting.Abbott is currently eval

43、uating the impact of this new standard on its consolidated financial statements.In December 2023,the FASB issued ASU 2023-09,Income Taxes(Topic 740):Improvements to Income Tax Disclosures,which requires an entity todisclose annually additional information related to the companys income tax rate reco

44、nciliation and income taxes paid during the period.The guidanceshould be applied prospectively with the option to apply the standard retrospectively.The standard becomes effective for Abbott for full year 2025reporting.Abbott is currently evaluating the impact of this new standard on its consolidate

45、d financial statements.8Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)Note 3 RevenueAbbotts revenues are derived primarily from the sale of a broad line of healthcare products under short-term receivable arrangeme

46、nts.Abbott has fourreportable segments:Established Pharmaceutical Products,Diagnostic Products,Nutritional Products,and Medical Devices.The following tables provide detail by sales category:Three Months Ended March 31,2025Three Months Ended March 31,2024(in millions)U.S.IntlTotalU.S.IntlTotalEstabli

47、shed Pharmaceutical Products Key Emerging Markets$965$965$928$928 Other 295 295 298 298 Total 1,260 1,260 1,226 1,226 Nutritional Products Pediatric Nutritionals588 453 1,041 514 495 1,009 Adult Nutritionals367 738 1,105 364 695 1,059 Total955 1,191 2,146 878 1,190 2,068 Diagnostic Products Core Lab

48、oratory332 845 1,177 310 895 1,205 Molecular40 82 122 42 87 129 Point of Care100 42 142 98 41 139 Rapid Diagnostics399 214 613 481 260 741 Total871 1,183 2,054 931 1,283 2,214 Medical Devices Rhythm Management304 281 585 271 291 562 Electrophysiology299 330 629 269 318 587 Heart Failure262 77 339 23

49、7 68 305 Vascular268 442 710 254 435 689 Structural Heart282 295 577 233 282 515 Neuromodulation176 52 228 181 45 226 Diabetes Care748 1,079 1,827 589 980 1,569 Total2,339 2,556 4,895 2,034 2,419 4,453 Other3 3 3 3 Total$4,168$6,190$10,358$3,846$6,118$9,964 Remaining Performance ObligationsAs of Mar

50、ch 31,2025,the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied(or partiallyunsatisfied)was$5.7 billion in the Diagnostic Products segment and$423 million in the Medical Devices segment.Abbott expects to recognize revenue onapproximate

51、ly 55 percent of these remaining performance obligations over the next 24 months,approximately 17 percent over the subsequent 12 monthsand the remainder thereafter.9Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)No

52、te 3 Revenue(Continued)These performance obligations primarily reflect the future sale of reagents/consumables in contracts with minimum purchase obligations,extendedwarranty or service obligations related to previously sold equipment,and remote monitoring services related to previously implanted de

53、vices.Abbott hasapplied the practical expedient described in FASB Accounting Standards Codification(ASC)606-10-50-14 and has not included remaining performanceobligations related to contracts with original expected durations of one year or less in the amounts above.Other Contract Assets and Liabilit

54、iesAbbott discloses Trade receivables separately in the Condensed Consolidated Balance Sheet at the net amount expected to be collected.Contract assetsprimarily relate to Abbotts conditional right to consideration for work completed but not billed at the reporting date.Contract assets at the beginni

55、ng andthe 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.Abbotts contract liabilities ariseprimarily in the Medical Devices segment when payment is rec

56、eived 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 31,2024$568 Unearned revenue from cash received during the period132 Revenue recognized related to contract

57、liability balance(99)Balance at March 31,2025$601 Note 4 Supplemental Financial InformationShares of unvested restricted stock that contain non-forfeitable rights to dividends are treated as participating securities and are included in the computationof earnings per share under the two-class method.

58、Under the two-class method,net earnings are allocated between common shares and participatingsecurities.Net earnings allocated to common shares for the three months ended March 31,2025 and 2024 were$1.3 billion and$1.2 billion,respectively.Other,net in Net cash from operating activities in the Conde

59、nsed Consolidated Statement of Cash Flows for the first three months of 2025 includes$235million of pension contributions and the payment of cash taxes of$255 million.The first three months of 2024 included$280 million of pensioncontributions and the payment of cash taxes of$225 million.The followin

60、g summarizes the activity for the first three months of 2025 related to the allowance for doubtful accounts as of March 31,2025:(in millions)Allowance for Doubtful Accounts:Balance at December 31,2024$247 Provisions/charges to income23 Amounts charged off and other deductions(11)Balance at March 31,

61、2025$259 10Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)Note 4 Supplemental Financial Information(Continued)The allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurr

62、ed over the life of the accounts receivable.Abbottconsiders various factors in establishing,monitoring,and adjusting its allowance for doubtful accounts,including the aging of the accounts and agingtrends,the historical level of charge-offs,and specific exposures related to particular customers.Abbo

63、tt also monitors other risk factors and forward-looking information,such as country risk,when determining credit limits for customers and establishing adequate allowances.The components of long-term investments are as follows:(in millions)March 31,2025December 31,2024Long-term Investments:Equity sec

64、urities$572$553 Other335 333 Total$907$886 The increase in Abbotts long-term investments as of March 31,2025 versus the balance as of December 31,2024 primarily relates to additionalinvestments,partially offset by the impairment of certain securities.Abbotts equity securities as of March 31,2025 inc

65、lude$301 million of investments in mutual funds that are held in a rabbi trust.These investments,whichare specifically designated as available for the purpose of paying benefits under a deferred compensation plan,are not available for general corporatepurposes and are subject to creditor claims in t

66、he event of insolvency.Abbott also holds certain investments as of March 31,2025 with a carrying value of$152 million that are accounted for under the equity method ofaccounting and other equity investments with a carrying value of$109 million that do not have a readily determinable fair value.Note

67、5 Changes In Accumulated Other Comprehensive Income(Loss)The changes in accumulated other comprehensive income(loss),net of income taxes,are as follows:Three Months Ended March 31Cumulative Foreign Currency Translation(Loss)AdjustmentsNet Actuarial(Losses)and Prior Service(Costs)and CreditsCumulativ

68、e Gains(Losses)on Derivative Instruments Designated as Cash Flow Hedges(in millions)202520242025202420252024Balance at January 1$(7,505)$(6,504)$(611)$(1,376)$210$41 Other comprehensive income(loss)beforereclassifications550(386)30 2(64)68 Amounts reclassified from accumulatedother comprehensive inc

69、ome 2(27)(13)Net current period comprehensive income(loss)550(386)30 4(91)55 Balance at March 31$(6,955)$(6,890)$(581)$(1,372)$119$96 Reclassified amounts for cash flow hedges are recorded as Cost of products sold.Net actuarial losses and prior service cost are included as a component ofnet periodic

70、 benefit costs;see Note 12 Post-Employment Benefits for additional details.11Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)Note 6 Goodwill and Intangible AssetsThe total amount of goodwill reported was$23.4 billio

71、n at March 31,2025 and$23.1 billion at December 31,2024.The amount of goodwill related toreportable segments at March 31,2025 was$2.6 billion for the Established Pharmaceutical Products segment,$285 million for the Nutritional Productssegment,$3.5 billion for the Diagnostic Products segment,and$16.9

72、 billion for the Medical Devices segment.Foreign currency translation adjustmentsincreased goodwill by$251 million in the first three months of 2025.There were no reductions of goodwill relating to impairments in the first three monthsof 2025.The gross amount of amortizable intangible assets,primari

73、ly product rights and technology,was$27.3 billion as of March 31,2025 and$27.1 billion as ofDecember 31,2024.Accumulated amortization was$21.8 billion and$21.3 billion as of March 31,2025 and December 31,2024,respectively.In the firstthree months of 2025,intangible assets increased$34 million due to

74、 foreign currency translation.Abbotts estimated annual amortization expense forintangible assets is approximately$1.7 billion in 2025,$1.5 billion in 2026,$1.2 billion in 2027,$0.7 billion in 2028 and$0.6 billion in 2029.Indefinite-lived intangible assets,which relate to in-process research and deve

75、lopment(IPR&D)acquired in a business combination,were$784 million asof March 31,2025 and December 31,2024.Note 7 Restructuring PlansIn 2025,Abbott management approved plans to streamline operations in order to reduce costs and improve efficiencies in its diagnostic and medicaldevices businesses.In t

76、he three months ended March 31,2025,Abbott recorded employee related severance and other charges of$34 million,of which$13million was recorded in Cost of products sold,$13 million was recorded in Research and development,and$8 million was recorded in Selling,general andadministrative expenses.Paymen

77、ts related to these actions totaled$4 million in the first three months of 2025 and the remaining liabilities totaled$30million at March 31,2025.In addition,Abbott recognized asset impairment charges of$12 million related to these restructuring plans.In 2024 and 2023,Abbott management approved plans

78、 to restructure or streamline various operations in order to reduce costs in its medical devices,diagnostic,nutritional and established pharmaceutical businesses,including the discontinuation of its ZonePerfect product line in 2024.In addition,Abbott recognized asset impairment charges of approximat

79、ely$30 million related to these restructuring plans in the first three months of 2024.Thefollowing summarizes the activity related to these restructuring actions and the status of the related accruals as of March 31,2025:(in millions)TotalAccrued balance at December 31,2024$118 Payments and other ad

80、justments(32)Accrued balance at March 31,2025$86 12Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)Note 8 Incentive Stock ProgramsIn the first three months of 2025,Abbott granted 1,426,812 stock options,354,001 rest

81、ricted stock awards and 4,240,698 restricted stock units under itsincentive stock program.At March 31,2025,50 million shares were reserved for future grants.Information regarding the number of options outstandingand exercisable at March 31,2025 is as follows:OutstandingExercisableNumber of shares23,

82、554,185 20,335,604 Weighted average remaining life(years)5.14.4Weighted average exercise price$88.86$83.51 Aggregate intrinsic value(in millions)$1,035$999 The total unrecognized share-based compensation cost at March 31,2025 amounted to$790 million,which is expected to be recognized over the next t

83、hreeyears.Note 9 Debt and Lines of CreditOn March 17,2025,Abbott repaid the$1.0 billion outstanding principal amount of its 2.95%Notes upon maturity.Note 10 Financial Instruments,Derivatives and Fair Value MeasuresCertain Abbott foreign subsidiaries enter into foreign currency forward exchange contr

84、acts 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 grossnotional amounts totaling$7.0 billion at March 31,2025 and December 31,2024,are designated

85、 as cash flow hedges of the variability of the cash flowsdue to changes in foreign exchange rates and are recorded at fair value.Accumulated gains and losses as of March 31,2025 will be included in Cost ofproducts sold at the time the products are sold,generally through the next twelve to eighteen m

86、onths.Abbott enters into foreign currency forward exchange contracts to manage currency exposures for foreign currency denominated third-party trade payablesand receivables,and for intercompany loans and trade accounts payable where the receivable or payable is denominated in a currency other than t

87、hefunctional currency of the entity.For intercompany loans,the contracts require Abbott to sell or buy foreign currencies,primarily European currencies,inexchange for primarily U.S.dollars and other European currencies.For intercompany and trade payables and receivables,the currency exposures arepri

88、marily the U.S.dollar and European currencies.At March 31,2025 and December 31,2024,Abbott held the gross notional amounts of$16.2 billion ofsuch foreign currency forward exchange contracts.Abbott has designated a yen-denominated,5-year term loan of$612 million and$583 million as of March 31,2025 an

89、d December 31,2024,respectively,as a hedge of the net investment in certain foreign subsidiaries.The change in the value of the debt,which is due to changes in foreign exchange rates,isrecorded in Accumulated other comprehensive income(loss),net of tax.Abbott is a party to interest rate hedge contra

90、cts with a notional amount totaling$1.2 billion at March 31,2025 and$2.2 billion at December 31,2024 tomanage its exposure to changes in the fair value of fixed-rate debt.The decrease from December 31,2024 was due to the maturity of$1.0 billion of interestrate hedge contracts in conjunction with lon

91、g-term debt,both of which matured in March 2025.These contracts are designated as fair value hedges of thevariability 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-rateinterest obligation to a variable rate

92、for that portion of the debt.Abbott records the contracts at fair value and adjusts the carrying amount of the fixed-ratedebt by an offsetting amount.13Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)Note 10 Financi

93、al Instruments,Derivatives and Fair Value Measures(Continued)The following table summarizes the amounts and location of certain derivative and non-derivative financial instruments as of March 31,2025 andDecember 31,2024:Fair Value-AssetsFair Value-Liabilities(in millions)March 31,2025December 31,202

94、4Balance Sheet CaptionMarch 31,2025December 31,2024Balance Sheet CaptionInterest rate swaps designated as fair valuehedges:Non-current$Deferred incometaxes and other assets$48$51 Post-employmentobligations,deferredincome taxes andother long-termliabilitiesCurrent 1 Prepaid expenses andother receivab

95、les Other accruedliabilitiesForeign currency forward exchangecontracts:Hedging instruments82 243 Prepaid expenses andother receivables75 19 Other accruedliabilitiesOthers not designated as hedges106 147 Prepaid expenses andother receivables137 112 Other accruedliabilitiesDebt designated as a hedge o

96、f netinvestment in a foreign subsidiary n/a612 583 Long-term debt$188$391$872$765 The following table summarizes the activity for foreign currency forward exchange contracts designated as cash flow hedges and certain other derivativefinancial instruments,as well as the amounts and location of income

97、(expense)and gain(loss)reclassified into income.Gain(loss)Recognized inOther Comprehensive Income(loss)Income(expense)and Gain(loss)Reclassified into IncomeThree Months Ended March31,Three Months Ended March31,(in millions)2025202420252024Income StatementCaptionForeign currency forward exchange cont

98、racts designated as cash flowhedges$(94)$127$39$18 Cost of products soldDebt designated as a hedge of net investment in a foreign subsidiary(29)24 n/aInterest rate swaps designated as fair value hedgesn/an/a3(24)Interest expenseGains of$34 million and$92 million were recognized in the three months e

99、nded March 31,2025 and 2024,respectively,related to foreign currencyforward exchange contracts not designated as a hedge.These amounts are reported in the Condensed Consolidated Statement of Earnings on the Netforeign exchange(gain)loss line.14Table of ContentsAbbott Laboratories and SubsidiariesNot

100、es to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)Note 10 Financial Instruments,Derivatives and Fair Value Measures(Continued)The carrying values and fair values of certain financial instruments as of March 31,2025 and December 31,2024 are shown in the following table.Thec

101、arrying values of all other financial instruments approximate their estimated fair values.The counterparties to financial instruments consist of select majorinternational financial institutions.Abbott does not expect any losses from non-performance by these counterparties.March 31,2025December 31,20

102、24(in millions)CarryingValueFairValueCarryingValueFairValueLong-term Investment Securities:Equity securities$572$572$553$553 Other335 335 333 333 Total Long-term Debt(13,242)(12,975)(14,125)(13,710)Foreign Currency Forward Exchange Contracts:Receivable position188 188 390 390(Payable)position(212)(2

103、12)(131)(131)Interest Rate Hedge Contracts:Receivable position 1 1(Payable)position(48)(48)(51)(51)The fair value of the debt was determined based on significant other observable inputs,including current interest rates.15Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Con

104、solidated Financial StatementsMarch 31,2025(Unaudited)Note 10 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 Measur

105、ement(in millions)OutstandingBalancesQuotedPrices in Active MarketsSignificantOther Observable InputsSignificantUnobservable InputsMarch 31,2025:Equity securities$311$311$Foreign currency forward exchange contracts188 188 Total Assets$499$311$188$Fair value of hedged long-term debt$1,112$1,112$Inter

106、est rate swap derivative financial instruments48 48 Foreign currency forward exchange contracts212 212 Contingent consideration related to business combinations59 59 Total Liabilities$1,431$1,372$59 December 31,2024:Equity securities$323$323$Interest rate swap derivative financial instruments1 1 For

107、eign currency forward exchange contracts390 390 Total Assets$714$323$391$Fair value of hedged long-term debt$2,096$2,096$Interest rate swap derivative financial instruments51 51 Foreign currency forward exchange contracts131 131 Contingent consideration related to business combinations38 38 Total Li

108、abilities$2,316$2,278$38 The fair value of foreign currency forward exchange contracts is determined using a market approach,which utilizes values for comparable derivativeinstruments.The fair value of debt was determined based on the face value of the debt adjusted for the fair value of the interes

109、t rate swaps,which is basedon a discounted cash flow analysis using significant other observable inputs.The fair value of the contingent consideration was determined based onindependent appraisals at the time of acquisition,adjusted for the time value of money and other changes in fair value.The inc

110、rease in the amount ofcontingent consideration from December 31,2024 reflects a fair value adjustment for contingent consideration related to a previous business combination.The maximum amount for certain contingent consideration is not determinable as it is based on a percent of certain sales.Exclu

111、ding such contingentconsideration,the maximum amount that may be due under the other contingent consideration arrangements was estimated at March 31,2025 to be$59 million,which is dependent upon attaining certain sales thresholds or upon the occurrence of certain events,such as regulatory approvals.

112、16Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)Note 11 Litigation and Environmental MattersAbbott has been identified as a potentially responsible party for investigation and cleanup costs at a number of location

113、s in the United States and PuertoRico under federal and state remediation laws and is investigating potential contamination at a number of company-owned locations.Abbott has recordedan estimated cleanup cost for each site for which management believes Abbott has a probable loss exposure.No individua

114、l site cleanup exposure isexpected to exceed$4 million,and the aggregate cleanup exposure is not expected to exceed$10 million.Abbott has been named as a defendant in a number of lawsuits alleging that its preterm infant formula and human milk fortifier products that contain cowsmilk cause an intest

115、inal disease known as necrotizing enterocolitis(NEC)and inadequately warn about the risk of NEC.These lawsuits claim that certainpreterm infants suffered injury or death as a result of contracting NEC.In a trial held in July 2024,a jury in a Missouri state court awarded a plaintiff$495 million in da

116、mages.Abbott stands by its products and the information it provided about them,and it appealed this jurys verdict with the MissouriCourt of Appeals in December 2024.In a trial held in October 2024 involving Abbott and another infant formula manufacturer and the treating hospital asco-defendants,a ju

117、ry in a Missouri state court returned a unanimous verdict for Abbott and its co-defendants.In December 2024,the plaintiff filed amotion for a new trial.In March 2025,the Missouri state court granted the plaintiffs motion for a new trial,and Abbott appealed the ruling to the MissouriCourt of Appeals.

118、Abbott does not believe that it is probable that a material loss will be incurred related to these lawsuits and therefore,no reserves havebeen recorded.Given the uncertainty as to the possible outcome in each of these lawsuits,Abbott is unable to reasonably estimate a range of possible lossrelated t

119、o these lawsuits.Abbott is involved in various claims and legal proceedings,and Abbott estimates the range of possible loss for its legal proceedings and environmentalexposures to be from approximately$25 million to$35 million.The recorded accrual balance at March 31,2025 for these proceedings and e

120、xposures wasapproximately$30 million.This accrual represents managements best estimate of probable loss,as defined by FASB ASC No.450,“Contingencies.”Within the next year,legal proceedings may occur that may result in a change in the estimated loss accrued by Abbott.While it is not feasible to predi

121、ct theoutcome of all such proceedings and exposures with certainty,management believes that their ultimate disposition should not have a material adverse effecton Abbotts financial position,cash flows,or results of operations,except for the cases discussed in the second paragraph of this note,the re

122、solution ofwhich could be material to Abbotts financial position,cash flows or results of operations.Note 12 Post-Employment BenefitsRetirement plans consist of defined benefit,defined contribution,and medical and dental plans.Net periodic benefit costs,other than service costs,arerecognized in the

123、Other(income)expense,net line of the Condensed Consolidated Statement of Earnings.Net costs recognized for Abbotts major definedbenefit plans and post-employment medical and dental benefit plans are as follows:Defined Benefit PlansMedical and Dental PlansThree Months Ended March 31,Three Months Ende

124、d March 31,(in millions)2025202420252024Service cost-benefits earned during the period$54$61$10$10 Interest cost on projected benefit obligations122 118 16 15 Expected return on plan assets(278)(262)(7)(6)Net amortization of:Actuarial loss,net2 6 Prior service cost(credit)(2)(3)Net cost(credit)$(100

125、)$(77)$17$16 17Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)Note 12 Post-Employment Benefits(Continued)Abbott funds its domestic defined benefit plans according to Internal Revenue Service funding limitations.Int

126、ernational pension plans are fundedaccording to similar regulations.In the first three months of 2025 and 2024,$235 million and$280 million,respectively,were contributed to definedbenefit plans.In the first three months of 2025 and 2024,$75 million and$28 million were contributed,respectively,to the

127、 post-employment medical anddental plans.Note 13 Taxes on EarningsTaxes on earnings reflect the estimated annual effective rates and include charges for interest and penalties.In the first three months of 2025 and 2024,taxes on earnings include$73 million and$25 million,respectively,in excess tax be

128、nefits associated with share-based compensation.The 2025 taxes onearnings includes approximately$200 million of tax expense related to a deferred tax asset that was recognized as a significant non-cash tax benefit in aprior year.In the first three months of 2024,taxes on earnings also included appro

129、ximately$10 million of tax expense as the result of the resolution ofvarious tax positions related to prior years.In September 2023,Abbott received a Statutory Notice of Deficiency(SNOD)from the U.S.Internal Revenue Service(IRS)for the 2019 Federal tax yearin the amount of$417 million.The primary ad

130、justments proposed in the SNOD relate to the reallocation of income between Abbotts U.S.entities and itsforeign affiliates.Abbott believes that the income reallocation adjustments proposed in the SNOD are without merit,in part because certain adjustmentscontradict methods that were agreed to with th

131、e IRS in prior audit periods.The SNOD also contains other proposed adjustments that Abbott believes areerroneous and unsupported.Abbott filed a petition with the U.S.Tax Court contesting the SNOD in December 2023.In June 2024,Abbott received a SNOD from the IRS for the 2017 and 2018 Federal tax year

132、s in the amount of$192 million.The matters proposed in the2017/2018 SNOD are substantially similar to the income allocation adjustments included in the 2019 SNOD.Abbott filed a petition in September 2024with the U.S.Tax Court contesting the 2017/2018 SNOD in a manner consistent with its petition for

133、 the 2019 SNOD.In October 2024,Abbott received a SNOD from the IRS for the 2020 Federal tax year assessing an additional$443 million of income tax.The primaryadjustments proposed in the SNOD are substantially similar to the income allocation adjustments included in the 2017/2018 and 2019 SNODs.Abbot

134、tbelieves that the income reallocation adjustments proposed in the SNOD are without merit.The SNOD also contains other proposed adjustments andomissions that Abbott believes are erroneous and unsupported.In addition to the tax assessment for the 2020 tax year,the 2020 SNOD also contested adeduction

135、for which an estimated$440 million cash tax benefit would be available in a different taxable year as allowed under applicable U.S.tax law.Abbott filed a petition with the U.S.Tax Court contesting the SNOD in December 2024.Abbott intends to vigorously defend its filing positions through ongoing disc

136、ussions with the IRS,the IRS independent appeals process and/or throughlitigation as necessary.Abbott reserves for uncertain tax positions related to unresolved matters with the IRS and other taxing authorities.Abbott continuesto believe that its reserves for uncertain tax positions are appropriate.

137、The Organization for Economic Cooperation&Development(OECD)has proposed a two-pillared plan for a revised international tax system.Pillar 1proposes to reallocate taxing rights among the jurisdictions in which in-scope multinational corporations operate.Abbott is continuing to analyze the Pillar1 pro

138、posal.Pillar 2 proposes to assess a 15 percent minimum tax on the earnings of in-scope multinational corporations on a country-by-country basis.Numerous countries have enacted legislation to adopt the Pillar 2 model rules.The enactment of current Pillar 2 model rules did not and is not projected toh

139、ave a material impact to Abbotts consolidated financial statements.18Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)Note 14 Segment InformationAbbotts principal business is the discovery,development,manufacture and

140、 sale of a broad line of healthcare products.Abbotts products are generally solddirectly to retailers,wholesalers,hospitals,healthcare facilities,laboratories,physicians offices and government agencies throughout the world.Abbotts reportable segments are as follows:Established Pharmaceutical Product

141、s 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

142、alternate-care testing sites.For segment reporting purposes,the Core Laboratory Diagnostics,Rapid Diagnostics,Molecular Diagnostics and Point of Care Diagnostics businesses areaggregated and reported as the Diagnostic Products segment.Medical Devices Worldwide sales of rhythm management,electrophysi

143、ology,heart failure,vascular,structural heart,neuromodulation and diabetes careproducts.For segment reporting purposes,the Cardiac Rhythm Management,Electrophysiology,Heart Failure,Vascular,Structural Heart,Neuromodulation and Diabetes Care businesses are aggregated and reported as the Medical Devic

144、es segment.Abbotts underlying accounting records are maintained on a legal entity basis for government and public reporting requirements.Segment disclosures areon a performance basis consistent with internal management reporting.The chief operating decision maker(CODM)at Abbott is the Chief Executiv

145、eOfficer(CEO).The CODM primarily considers sales and operating margin to assess the performance of segments and to allocate resources,where segmentoperating margin profitability includes cost of products sold and operating expenses.The cost of some corporate functions and the cost of certain employe

146、ebenefits are charged to segments at predetermined rates that approximate cost.Remaining costs,if any,are not allocated to segments.In addition,intangibleasset amortization is not allocated to operating segments,and intangible assets and goodwill are not included in the measure of each segments asse

147、ts.19Table of ContentsAbbott Laboratories and SubsidiariesNotes to the Condensed Consolidated Financial StatementsMarch 31,2025(Unaudited)Note 14 Segment Information(Continued)The following segment information has been prepared in accordance with the internal accounting policies of Abbott,as describ

148、ed above,and is notpresented in accordance with generally accepted accounting principles applied to the consolidated financial statements.Net Sales to External CustomersCost of Products SoldResearch and DevelopmentSelling,General andAdministrativeOperating EarningsFor the three months ended March31,

149、For the three months ended March31,For the three months ended March31,For the three months ended March31,For the three months ended March31,(in millions)2025202420252024202520242025202420252024Established Pharmaceuticals$1,260$1,226$(569)$(584)$(42)$(41)$(351)$(334)$298$267 Nutritionals2,146 2,068(1

150、,124)(1,088)(52)(52)(576)(551)394 377 Diagnostics2,054 2,214(1,152)(1,188)(151)(155)(392)(397)359 474 Medical Devices4,895 4,453(1,598)(1,547)(401)(368)(1,287)(1,178)1,609 1,360 Total$10,355$9,961$(4,443)$(4,407)$(646)$(616)$(2,606)$(2,460)$2,660$2,478 Other3 3 Net sales$10,358$9,964 Corporate funct

151、ions and plan benefit costs(28)(66)Net interest expense(49)(61)Share-based compensation(a)(289)(304)Amortization of Intangible assets(420)(472)Other,net(b)(96)(139)Earnings before Taxes$1,778$1,436 _(a)Approximately 45 percent of the annual net cost of share-based awards will typically be recognized

152、 in the first quarter due to the timing of the granting of share-based awards.(b)Other,net for the three months ended March 31,2025 and 2024 includes charges related to restructurings,investment impairments,fair value adjustments to contingentconsideration and integration costs related to business c

153、ombinations.DepreciationAdditions to Property and EquipmentTotal AssetsFor the three months ended March 31,For the three months ended March 31,As of March 31,As of December 31,(in millions)202520242025202420252024Established Pharmaceuticals$23$24$33$29$3,448$3,087 Nutritionals42 39 79 73 4,635 4,404

154、 Diagnostics126 129 135 123 7,840 7,678 Medical Devices88 87 156 135 10,034 9,472 Total Reportable Segments279 279 403 360$25,957$24,641 Other57 54 60 49 Total$336$333$463$409 As of March 31,As of December 31,(in millions)20252024Total Reportable Segment Assets$25,957$24,641 Cash and investments7,75

155、1 8,853 Goodwill and intangible assets29,620 29,755 All other(c)18,120 18,165 Total Assets$81,448$81,414(c)As of March 31,2025 and December 31,2024,all other includes the long-term assets associated with the defined benefit plans and certain deferred tax assets.20Table of ContentsItem 2.Managements

156、Discussion and Analysis of Financial Condition and Results of OperationsFinancial Review Results of OperationsAbbotts revenues are derived primarily from the sale of a broad line of healthcare products under short-term receivable arrangements.Patent protectionand licenses,technological and performan

157、ce features,and inclusion of Abbotts products under a contract most impact which products are sold;pricecontrols,competition and rebates most impact the net selling prices of products;and foreign currency translation impacts the measurement of net sales andcosts.Abbotts primary products are medical

158、devices,diagnostic testing products,nutritional products and branded generic pharmaceuticals.The following tables detail sales by reportable segment for the three months ended March 31.Percent changes are versus the prior year and are based onunrounded numbers.Net Sales to External Customers(in mill

159、ions)Three MonthsEnded March 31,2025Three MonthsEnded March 31,2024TotalChangeImpact ofForeign ExchangeTotal Change Excl.Foreign ExchangeEstablished Pharmaceutical Products$1,260$1,226 2.7%(5.1)%7.8%Nutritional Products2,146 2,068 3.8(2.4)6.2 Diagnostic Products2,054 2,214(7.2)(2.3)(4.9)Medical Devi

160、ces4,895 4,453 9.9(2.7)12.6 Total Reportable Segments10,355 9,961 4.0(2.8)6.8 Other3 3 n/mn/mn/mNet Sales$10,358$9,964 4.0(2.8)6.8 Total U.S.$4,168$3,846 8.4 8.4 Total International$6,190$6,118 1.2(4.5)5.7 _Notes:In order to compute results excluding the impact of exchange rates,current year U.S.dol

161、lar sales are multiplied or divided,as appropriate,by the current yearaverage foreign exchange rates and then those amounts are multiplied or divided,as appropriate,by the prior year average foreign exchange rates.n/m=Percent change is not meaningful21Table of ContentsThe 6.8 percent increase in tot

162、al net sales during the first quarter of 2025,excluding the impact of foreign exchange,primarily reflected higher sales in theMedical Devices,Established Pharmaceutical Products and Nutritional Products segments,fueled by higher sales of existing products as well as theintroduction of new products.D

163、iagnostic Products sales growth continued to be impacted by the decline in COVID-19 testing-related sales and the impactof volume-based procurement programs in China.COVID-19 testing-related sales were$84 million in the first quarter of 2025 compared to$204 million inthe first quarter of 2024.Abbott

164、s net sales were unfavorably impacted by changes in foreign exchange rates in the first quarter as the relatively strongerU.S.dollar decreased total international sales by 4.5 percent and total sales by 2.8 percent.The table below provides detail by sales category for the three months ended March 31

165、.Percent changes are versus the prior year and are based onunrounded numbers.(in millions)March 31,2025March 31,2024TotalChangeImpact of Foreign ExchangeTotal Change Excl.Foreign ExchangeEstablished Pharmaceutical Products Key Emerging Markets$965$928 4.0%(5.3)%9.3%Other Emerging Markets295 298(1.2)

166、(4.3)3.1 Nutritional Products International Pediatric Nutritionals453 495(8.4)(3.6)(4.8)U.S.Pediatric Nutritionals588 514 14.2 14.2 International Adult Nutritionals738 695 6.1(4.5)10.6 U.S.Adult Nutritionals367 364 1.1 1.1 Diagnostic Products Core Laboratory1,177 1,205(2.3)(3.2)0.9 Molecular122 129(

167、5.9)(2.4)(3.5)Point of Care142 139 2.4(0.8)3.2 Rapid Diagnostics613 741(17.3)(1.2)(16.1)Medical Devices Rhythm Management585 562 4.0(2.1)6.1 Electrophysiology629 587 7.3(2.6)9.9 Heart Failure339 305 11.4(1.0)12.4 Vascular710 689 3.0(2.7)5.7 Structural Heart577 515 11.9(2.8)14.7 Neuromodulation228 22

168、6 1.0(1.2)2.2 Diabetes Care1,827 1,569 16.5(3.3)19.8 22Table of ContentsIn the first three months of 2025,total Established Pharmaceutical Products sales,excluding the impact of foreign exchange,increased 7.8 percent.Excluding the unfavorable effect of foreign exchange,sales in Key Emerging Markets

169、for Established Pharmaceutical Products increased 9.3 percent in thefirst three months of 2025,led by higher revenue in several countries and across several therapeutic areas,including cardiometabolic,gastroenterology,central nervous system/pain management and respiratory.Other Emerging Markets,excl

170、uding the effect of foreign exchange,increased by 3.1 percent inthe first three months of 2025.Excluding the impact of foreign exchange,total Nutritional Products sales in the first three months of 2025 increased 6.2 percent.In U.S.PediatricNutritionals,the 14.2 percent increase in sales in the firs

171、t three months of 2025 reflects sales growth across the product portfolio.Excluding the effect offoreign exchange,the 4.8 percent decrease in International Pediatric Nutritionals sales in the first three months of 2025 reflects a decrease in sales in theAsia Pacific and Latin America regions,partial

172、ly offset by increased sales in Canada and the Europe/Middle East regions.In the first three months of 2025,U.S.and International Adult Nutritionals sales,excluding the effect of foreign exchange,increased 1.1 percent and 10.6percent,respectively,due to growth of Ensure and Glucerna product sales.U.

173、S.Adult Nutritionals sales were partially offset by the discontinuation ofthe ZonePerfect product line in March 2024.Diagnostic Products sales decreased 4.9 percent in the first three months of 2025,excluding the impact of foreign exchange.In Core Laboratory,salesincreased 0.9 percent in the first t

174、hree months of 2025,excluding the effect of foreign exchange,due to continued deployment of Abbotts Alinity testingplatform,mostly offset by the impact of volume-based procurement programs in China.In Rapid Diagnostics,sales decreased 16.1 percent in the first threemonths of 2025,excluding the effec

175、t of foreign exchange,primarily due to lower demand for COVID-19 tests.Excluding the effect of foreign exchange,total Medical Devices sales increased 12.6 percent in the first three months of 2025,led by growth in DiabetesCare,Structural Heart,Heart Failure and Electrophysiology.Higher Diabetes Care

176、 sales were driven by continued growth in Abbotts continuous glucosemonitoring(CGM)systems.CGM systems sales totaled$1.7 billion and$1.5 billion in the first three months of 2025 and 2024,respectively.Excluding theeffect of foreign exchange,CGM systems sales increased 21.6 percent in the first three

177、 months of 2025.During the first three months of 2025,procedure volumes continued to increase across the cardiovascular and neuromodulation businesses.In StructuralHeart,the 14.7 percent increase in sales,excluding the effect of foreign exchange,primarily reflects growth in Navitor and TriClip produ

178、cts.In HeartFailure,the 12.4 percent increase in sales,excluding the effect of foreign exchange,primarily reflects growth in chronic and acute pump products andrelated accessories.In Electrophysiology,the 9.9 percent increase in sales,excluding the effect of foreign exchange,primarily reflects highe

179、r procedurevolumes and increased demand for diagnostic and mapping catheters.In Rhythm Management,the 6.1 percent sales increase in the first three months of 2025,excluding the impact of foreign exchange,was primarily due togrowth in Aveir leadless pacemakers,partially offset by a decrease in tradit

180、ional pacemaker and implantable cardioverter-defibrillator sales.In Vascular,the 5.7 percent increase in sales,excluding the impact of foreign exchange,was primarily due to growth in vascular imaging,vessel closure products andthe Esprit(BTK)system,Abbotts below-the-knee resorbable stent.In March 20

181、25,Abbott obtained CE Mark for its Volt Pulse Field Ablation(PFA)System to treat patients with atrial fibrillation.The gross profit margin percentage was 52.8 percent for the first quarter of 2025 compared to 50.5 percent for the first quarter of 2024.The increase in thefirst three months of 2025 re

182、flects the favorable impacts of gross margin improvement initiatives and foreign exchange.Research and development(R&D)expenses increased$32 million to$716 million,or 4.6 percent,in the first quarter of 2025.The increase in R&Dexpense in the first three months of 2025 was primarily driven by higher

183、spending on various projects.Selling,general and administrative expenses increased$102 million,or 3.5 percent,in the first quarter of 2025 as higher selling and marketing spending todrive growth across various businesses was partially offset by the favorable impact of foreign exchange.23Table of Con

184、tentsRestructuring PlansIn 2025,Abbott management approved plans to streamline operations in order to reduce costs and improve efficiencies in its diagnostic and medicaldevices businesses.In the three months ended March 31,2025,Abbott recorded employee related severance and other charges of$34 milli

185、on,of which$13million was recorded in Cost of products sold,$13 million was recorded in Research and development,and$8 million was recorded in Selling,general andadministrative expenses.Payments related to these actions totaled$4 million in the first three months of 2025 and the remaining liabilitie

186、s totaled$30million at March 31,2025.In addition,Abbott recognized asset impairment charges of$12 million related to these restructuring plans.Other(Income)Expense,netOther income,net increased from$111 million of income in the first quarter of 2024 to$127 million of income in the first quarter of 2

187、025.The increase inthe first three months of 2025 primarily reflects lower investment impairments and higher income associated with the non-service cost components of netpension and post-retirement medical benefit costs,partially offset by unfavorable changes in the fair value of contingent consider

188、ation liabilities related toprevious business combinations.Interest Expense,netInterest expense,net decreased$12 million to$49 million in the first quarter of 2025.In the first quarter of 2025,interest expense decreased primarily as aresult of the repayment of long-term debt in November of 2024 and

189、March 2025,combined with an increase in interest income due to higher average cashand short-term investment balances versus the prior year.Taxes on EarningsTaxes on earnings reflect the estimated annual effective rates and include charges for interest and penalties.In the first three months of 2025

190、and 2024,taxes on earnings include$73 million and$25 million,respectively,in excess tax benefits associated with share-based compensation.The 2025 taxes onearnings includes approximately$200 million of tax expense related to a deferred tax asset that was recognized as a significant non-cash tax bene

191、fit in aprior year.In the first three months of 2024,taxes on earnings also included approximately$10 million of tax expense as the result of the resolution ofvarious tax positions related to prior years.In September 2023,Abbott received a Statutory Notice of Deficiency(SNOD)from the U.S.Internal Re

192、venue Service(IRS)for the 2019 Federal tax yearin the amount of$417 million.The primary adjustments proposed in the SNOD relate to the reallocation of income between Abbotts U.S.entities and itsforeign affiliates.Abbott believes that the income reallocation adjustments proposed in the SNOD are witho

193、ut merit,in part because certain adjustmentscontradict methods that were agreed to with the IRS in prior audit periods.The SNOD also contains other proposed adjustments that Abbott believes areerroneous and unsupported.Abbott filed a petition with the U.S.Tax Court contesting the SNOD in December 20

194、23.In June 2024,Abbott received a SNOD from the IRS for the 2017 and 2018 Federal tax years in the amount of$192 million.The matters proposed in the2017/2018 SNOD are substantially similar to the income allocation adjustments included in the 2019 SNOD.Abbott filed a petition in September 2024with th

195、e U.S.Tax Court contesting the 2017/2018 SNOD in a manner consistent with its petition for the 2019 SNOD.In October 2024,Abbott received a SNOD from the IRS for the 2020 Federal tax year assessing an additional$443 million of income tax.The primaryadjustments proposed in the SNOD are substantially s

196、imilar to the income allocation adjustments included in the 2017/2018 and 2019 SNODs.Abbottbelieves that the income reallocation adjustments proposed in the SNOD are without merit.The SNOD also contains other proposed adjustments andomissions that Abbott believes are erroneous and unsupported.In add

197、ition to the tax assessment for the 2020 tax year,the 2020 SNOD also contested adeduction for which an estimated$440 million cash tax benefit would be available in a different taxable year as allowed under applicable U.S.tax law.Abbott filed a petition with the U.S.Tax Court contesting the SNOD in D

198、ecember 2024.24Table of ContentsAbbott intends to vigorously defend its filing positions through ongoing discussions with the IRS,the IRS independent appeals process and/or throughlitigation as necessary.Abbott reserves for uncertain tax positions related to unresolved matters with the IRS and other

199、 taxing authorities.Abbott continuesto believe that its reserves for uncertain tax positions are appropriate.The Organization for Economic Cooperation&Development(OECD)has proposed a two-pillared plan for a revised international tax system.Pillar 1proposes to reallocate taxing rights among the juris

200、dictions in which in-scope multinational corporations operate.Abbott is continuing to analyze the Pillar1 proposal.Pillar 2 proposes to assess a 15 percent minimum tax on the earnings of in-scope multinational corporations on a country-by-country basis.Numerous countries have enacted legislation to

201、adopt the Pillar 2 model rules.The enactment of current Pillar 2 model rules did not and is not projected tohave a material impact to Abbotts consolidated financial statements.Liquidity and Capital ResourcesThe decrease in cash and cash equivalents from$7.6 billion at December 31,2024 to$6.5 billion

202、 at March 31,2025 reflects the repayment of debt inMarch 2025 of$1.0 billion,the payment of dividends and capital expenditures in the first three months of 2025,partially offset by cash generated fromoperations.Working capital was$10.1 billion at March 31,2025 and$9.5 billion at December 31,2024.The

203、 increase in working capital in 2025 primarilyreflects increases in inventory and trade receivables.In the Condensed Consolidated Statement of Cash Flows,Net cash from operating activities for the first three months of 2025 totaled$1.4 billion,anincrease of$392 million from the prior year,primarily

204、due to higher segment operating earnings.In the first three months of 2025,Net cash from operatingactivities included$235 million of pension contributions and the payment of cash taxes of$255 million.Net cash from operating activities in 2024included$280 million of pension contributions and the paym

205、ent of cash taxes of$225 million.At March 31,2025,Abbotts long-term debt rating was AA-by S&P Global Ratings and Aa3 by Moodys Investors Service.Abbott expects to maintain aninvestment grade rating.On March 17,2025,Abbott repaid the$1.0 billion outstanding principal amount of its 2.95%Notes upon mat

206、urity.In October 2024,the board of directors authorized the repurchase of up to$7 billion of Abbott common shares,from time to time.The new authorization isin addition to the$293 million unused portion of the share repurchase program authorized in December 2021.In the first quarter of 2025,Abbott de

207、clared a quarterly dividend of$0.59 per share on its common shares,which represents an increase of 7.3 percent overthe$0.55 per share dividend declared in the first quarter of 2024.Legislative IssuesAbbotts primary markets are highly competitive and subject to substantial government regulations thro

208、ughout the world.Abbott expects debate to continueover the availability,method of delivery,and payment for healthcare products and services.It is not possible to predict the extent to which Abbott or thehealthcare industry in general might be adversely affected by these factors in the future.A more

209、complete discussion of these factors is contained in Item 1,Business,and Item 1A,Risk Factors,in the 2024 Annual Report on Form 10-K.Private Securities Litigation Reform Act of 1995 A Caution Concerning Forward-Looking StatementsUnder the safe harbor provisions of the Private Securities Litigation R

210、eform Act of 1995,Abbott cautions that any forward-looking statements made byAbbott are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements.Economic,competitive,governmental,technological and other factors that

211、may affect Abbotts operations are discussed in Item 1A,Risk Factors in ourAnnual Report on Form 10-K for the year ended December 31,2024,and are incorporated herein by reference.Abbott undertakes no obligation to releasepublicly any revisions to forward-looking statements as a result of subsequent e

212、vents or developments,except as required by law.25Table of ContentsPART I.FINANCIAL INFORMATIONItem 4.Controls and Procedures(a)Evaluation of disclosure controls and procedures.The Chief Executive Officer,Robert B.Ford,and Chief Financial Officer,Philip P.Boudreau,evaluated the effectiveness of Abbo

213、tt Laboratories disclosure controls and procedures as of the end of the period covered by this report,andconcluded that Abbott Laboratories disclosure controls and procedures were effective to ensure that information Abbott is required to disclosein the reports that it files or submits with the Secu

214、rities and Exchange Commission(the“Commission”)under the Securities Exchange Act of1934(the“Exchange Act”)is recorded,processed,summarized and reported,within the time periods specified in the Commissions rules andforms,and to ensure that information required to be disclosed by Abbott in the reports

215、 that it files or submits under the Exchange Act isaccumulated and communicated to Abbotts management,including its principal executive officer and principal financial officer,as appropriateto allow timely decisions regarding required disclosure.(b)Changes in internal control over financial reportin

216、g.During the quarter ended March 31,2025,there were no changes in Abbotts internalcontrol over financial reporting(as defined in Rule 13a-15(f)under the Exchange Act)that have materially affected,or are reasonably likely tomaterially affect,Abbotts internal control over financial reporting.PART II.O

217、THER INFORMATIONItem 1.Legal ProceedingsAbbott is involved in various claims,legal proceedings and investigations as described in its Annual Report on Form 10-K for the year ended December31,2024(the“2024 10-K”),including those described below(as of March 31,2025,except where noted below).While it i

218、s not feasible to predict theoutcome of such pending claims,proceedings,and investigations with certainty,management is of the opinion that their ultimate resolution should not havea material adverse effect on Abbotts financial position,cash flows,or results of operations.In the 2024 10-K,Abbott rep

219、orted that it is a defendant in numerous lawsuits alleging that preterm infants developed necrotizing enterocolitis as a result ofbeing administered Abbotts preterm infant formula products.Abbott further reported in the 2024 10-K that in a trial held in October 2024 involvingAbbott and another infan

220、t formula manufacturer and the treating hospital as co-defendants,a jury in a Missouri state court returned a unanimous verdict forAbbott and its co-defendants and that in December 2024,the plaintiff filed a motion for a new trial.In March 2025,the Missouri state court granted theplaintiffs motion f

221、or a new trial,and Abbott appealed the ruling to the Missouri Court of Appeals.Item 2.Unregistered Sales of Equity Securities and Use of Proceeds(c)Issuer Purchases of Equity SecuritiesPeriod(a)TotalNumber of Shares(or Units)Purchased(b)AveragePrice Paid per Share(or Unit)(c)Total Numberof Shares(or

222、 Units)Purchased as Part of Publicly Announced Plans or Programs(d)MaximumNumber(or Approximate Dollar Value)of Shares(or Units)that May Yet Be Purchased Under the Plans or ProgramsJanuary 1,2025-January 31,2025$7,293,222,352 February 1,2025-February 28,2025 7,293,222,352 March 1,2025-March 31,2025

223、7,293,222,352 Total$7,293,222,352 _1.These shares do not include the shares surrendered to Abbott to satisfy tax withholding obligations in connection with the vesting of restricted stock or restricted stock units.2.On December 10,2021,the board of directors authorized the repurchase of up to$5 bill

224、ion of Abbott common shares,from time to time(the 2021 Plan).On October 11,2024,the boardof directors authorized the repurchase of up to$7 billion of Abbott common shares,from time to time(the 2024 Plan).The 2024 Plan is in addition to the unused portion of the 2021 Plan.(1)(2)(1)(2)(1)(2)(1)(2)26Ta

225、ble of ContentsItem 6.ExhibitsExhibit No.Exhibit10.1Abbott Laboratories Non-Employee Directors Fee Plan,as amended and restated.31.1Certification of Chief Executive Officer Required by Rule 13a-14(a)(17 CFR 240.13a-14(a).31.2Certification of Chief Financial Officer Required by Rule 13a-14(a)(17 CFR

226、240.13a-14(a).Exhibits 32.1 and 32.2 are furnished herewith and should not be deemed to be“filed”under the Securities Exchange Act of 1934.32.1Certification of Chief Executive Officer Pursuant to 18 U.S.C.Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2Certifica

227、tion of Chief Financial Officer Pursuant to 18 U.S.C.Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.101The following financial statements and notes from the Abbott Laboratories Quarterly Report on Form 10-Q for the quarter endedMarch 31,2025,formatted in Inline XBR

228、L:(i)Condensed Consolidated Statement of Earnings;(ii)Condensed ConsolidatedStatement of Comprehensive Income;(iii)Condensed Consolidated Balance Sheet;(iv)Condensed Consolidated Statement ofShareholders Investment;(v)Condensed Consolidated Statement of Cash Flows;and(vi)Notes to the Condensed Conso

229、lidatedFinancial Statements.104Cover Page Interactive Data File(the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit101).27Table of ContentsSIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to

230、be signed on its behalf by theundersigned thereunto duly authorized.ABBOTT LABORATORIESBy:/s/PHILIP P.BOUDREAUPhilip P.BoudreauExecutive Vice President,Finance and Chief Financial OfficerDate:April 30,202528Exhibit 10.1As Amended and Restatedeffective May 1,2025ABBOTT LABORATORIES NON-EMPLOYEE DIREC

231、TORS FEE PLANSECTION 1.PURPOSEABBOTT LABORATORIES NON-EMPLOYEE DIRECTORS FEE PLAN-referred to below as the“Plan”-has been establishedby ABBOTT LABORATORIES-referred to below as the“Company”-to attract and retain as members of its Board of Directors personswho are not full-time employees of the Compa

232、ny or any of its subsidiaries but whose business experience and judgment are a valuable assetto the Company and its subsidiaries.SECTION 2.DIRECTORS COVEREDAs used in the Plan,the term“Director”means any person who is elected to the Board of Directors of the Company in April,1962 orat any time there

233、after,and is not a full-time employee of the Company or any of its subsidiaries.SECTION 3.FEES PAYABLE TO DIRECTORS3.1Each Director shall be entitled to a deferred monthly fee of Ten Thousand Five Hundred Dollars($10,500.00)for eachcalendar month or portion thereof(excluding the month in which he is

234、 first elected a Director)that he holds such office with the Company.3.2A Director who serves as Chairman of the Executive Committee of the Board of Directors shall be entitled to a deferredmonthly fee of One Thousand Six Hundred Dollars($1,600.00)for each calendar month or portion thereof(excluding

235、 the month in which heis first elected to such position)that he holds such position.3.3A Director who serves as Lead Director of the Board of Directors shall be entitled to a deferred monthly fee of ThreeThousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents($3,333.33)for each calendar m

236、onth or portion thereof(excluding themonth in which he is first elected to such position)that he holds such position.The Lead Director shall not be entitled to any fees underSection 3.6.3.4Audit Committee Fees(a)A Director who serves as Chairman of the Audit Committee of the Board of Directors shall

237、 be entitled to a deferredmonthly fee of Two Thousand Five Hundred Dollars($2,500.00)for each calendar month or portion thereof(excluding the month in which he is first elected to such position)that he holds such position.(b)Each Director who serves on the Audit Committee of the Board of Directors(o

238、ther than the Chairman of the AuditCommittee)shall be entitled to a deferred monthly fee of Five Hundred Dollars($500.00)for each calendar monthor portion thereof(excluding the month in which he is first elected to such position)that he holds such position.3.5A Director who serves as Chairman of the

239、 Compensation Committee of the Board of Directors shall be entitled to a deferredmonthly fee of Two Thousand Eighty-Three Dollars and Thirty-Three Cents($2,083.33)for each calendar month or portion thereof(excluding the month in which he is first elected to such position)that he holds such position.

240、3.6Except as provided in Section 3.3,a Director who serves as Chairman of the Nominations and Governance Committee of theBoard of Directors shall be entitled to a deferred monthly fee of Two Thousand Eighty-Three Dollars and Thirty-Three Cents($2,083.33)foreach calendar month or portion thereof(excl

241、uding the month in which he is first elected to such position)that he holds such position.3.7A Director who serves as Chairman of the Public Policy Committee of the Board of Directors shall be entitled to a deferredmonthly fee of Two Thousand Eighty-Three Dollars and Thirty-Three Cents($2,083.33)for

242、 each calendar month or portion thereof(excluding the month in which he is first elected to such position)that he holds such position.3.8A Director who serves as Chairman of any other Committee created by this Board of Directors shall be entitled to a deferredmonthly fee of One Thousand Two Hundred

243、Fifty Dollars($1,250.00)for each calendar month or portion thereof(excluding the month inwhich he is first elected to such position)that he holds such position.3.9A Directors Deferred Fee Account shall be credited with interest annually.During the calendar years 1968 and prior,the rateof interest cr

244、edited to deferred fees shall be four(4)percent per annum.During the calendar years 1969 through 1992,the rate of interestcredited to deferred fees shall be the average of the prime rates being charged by the two largest commercial banks in the City of Chicago asof the end of the month coincident wi

245、th or last preceding the date upon which said interest is so credited.During the calendar years 1993through 2007,the rate of interest credited to deferred fees shall be equal to:(a)the average of the prime rates being charged by the twolargest commercial banks in the City of Chicago as of the end of

246、 the month coincident with or last preceding the date upon which saidinterest is so credited;plus(b)two hundred twenty-five(225)basis points.For the calendar year 2008 and subsequent years,the rate ofinterest credited to deferred fees shall be equal to:(a)the average of the“prime rate”of interest pu

247、blished by The Wall Street Journal(Mid-West Edition)or comparable successor quotation service on the first business day of January and the last business day of each month of thefiscal year;plus(b)two hundred twenty-five(225)basis points.For purposes of this provision,the term“deferred fees”shall inc

248、lude“deferred monthly fees,”and“deferred meeting fees,”and shall also include any such interest credited thereon.3.10For purposes of Sections 3.1,3.2,3.3,3.4,3.5,3.6,3.7,and 3.8,the automatic deferral of the fees specified therein shall besubject to a Directors election to receive such fees currentl

249、y pursuant to Section 4.1 or Section 8.1 of the Plan.SECTION 4.PAYMENT OF DIRECTORS FEES4.1Any Director may,by written notice filed with the Secretary of the Company no later than December 31 in a calendar year,elect to receive current payment of all or any portion of the monthly and meeting fees ea

250、rned by him in calendar years subsequent to thecalendar year in which he files such notice,in which case such fees shall not be deferred but shall be paid quarterly as earned and no interestshall be credited thereon.Such election shall be irrevocable as of December 31 of the year prior to the year i

251、n which the fees will be earned.Notwithstanding the timing requirements described above,an individual who is newly elected as a Director may make the election describedabove by filing it with the Secretary of the Company within the thirty(30)day period immediately following the date he or she first

252、becomesa Director eligible to participate in the Plan(and all plans that would be aggregated with the Plan2pursuant to Treasury Regulation 1.409A-1(c)(2)(i),provided,that the compensation subject to such election relates solely to servicesperformed after the date of such election and provided furthe

253、r,that such election shall become irrevocable on the thirtieth day following thedate he or she first becomes a Director eligible to participate in the Plan.In no event shall the fees subject to an election under this Section4.1 be paid later than the last day of the“applicable 2 month period”,as suc

254、h term is defined in Treasury Regulation 1.409A-1(b)(4)(i)(A).Any Director who has previously provided notice pursuant to this Section 4.1 may,by written notice filed with the Secretary of theCompany no later than December 31 in a calendar year,elect to defer payment of all or a portion of the month

255、ly and meeting fees earned byhim in calendar years subsequent to the year in which he files such notice,in which case such fees shall be paid to him in accordance withSection 4.2 below.4.2A Directors deferred fees earned pursuant to the Plan shall commence to be paid on the first day of the calendar

256、 month nextfollowing the earlier of his death or his attainment of age sixty-five(65)if he is not then serving as a Director,or the termination of hisservice as a Director if he serves as a Director after the attainment of age sixty-five(65).4.3A Directors deferred fees that have commenced to be pay

257、able pursuant to Section 4.2 shall be payable in annual installmentsin the order in which they shall have been deferred(i.e.,the deferred fees and earnings thereon for the earliest year of service as a Directorwill be paid on the date provided for in Section 4.2,the deferred fees for the next earlie

258、st year of service as a Director will be paid on theanniversary of the payment of the first installment,etc.).4.4A Directors deferred fees shall continue to be paid until all deferred fees which he is entitled to receive under the Plan shallhave been paid to him(or,in case of his death,to his benefi

259、ciary).4.5If a Director incurs a termination of service as a Director within two(2)years following the occurrence of a Change inControl(as defined below),the aggregate unpaid balance of such Directors deferred fees plus all unpaid interest credited thereon,shall bepaid to such Director in a lump sum

260、 within thirty(30)days following the date of such termination of service;provided,however,that if suchChange in Control does not constitute a“change in control event”(as defined in Treasury Regulation 1.409A-3(i)(5),then the aggregateunpaid balance of such Directors deferred fees shall be paid in ac

261、cordance with Sections 4.2 and 4.3.Notwithstanding any other provision of the Plan,if a Director has made the alternative election set forth in Section 8.1,and if such Directorincurs a termination of service as a Director within five(5)years following the occurrence of a Change in Control,the aggreg

262、ate unpaidbalance of such Directors fees deposited to the Directors Grantor Trust(as defined below)plus all unpaid interest credited thereon,shall bepaid to such Director from the Directors Grantor Trust in a lump sum within thirty(30)days following the date of such termination ofservice.4.6A“Change

263、 in Control”shall be deemed to have occurred on the earliest of the following dates:(i)the date any Person is or becomes the Beneficial Owner,directly or indirectly,of securities of the Company(not including in the securities beneficially owned by such Person any securities acquired directly from th

264、eCompany or its Affiliates)representing 20%or more of the combined voting power of the Companys thenoutstanding securities,excluding any Person who becomes such a Beneficial Owner in connection with atransaction described in clause(a)of paragraph(iii)below;or(ii)the date the following individuals ce

265、ase for any reason to constitute a majority of the number of directorsthen serving:individuals who,on the date hereof,constitute the Board of Directors and any new director(other than a director whose initial assumption of office is in connection with an actual or threatened electioncontest,includin

266、g but not limited to3a consent solicitation,relating to the election of directors of the Company)whose appointment or election bythe Board of Directors or nomination for election by the Companys shareholders was approved orrecommended by a vote of at least two-thirds(2/3)of the directors then still

267、in office who either weredirectors on the date hereof or whose appointment,election or nomination for election was previously soapproved or recommended;or(iii)the date on which there is consummated a merger or consolidation of the Company or any direct or indirectsubsidiary of the Company with any o

268、ther corporation or other entity,other than(a)a merger orconsolidation(I)immediately following which the individuals who comprise the Board of Directorsimmediately prior thereto constitute at least a majority of the Board of Directors of the Company,the entitysurviving such merger or consolidation o

269、r,if the Company or the entity surviving such merger orconsolidation is then a subsidiary,the ultimate parent thereof and(II)which results in the voting securities ofthe Company outstanding immediately prior to such merger or consolidation continuing to represent(eitherby remaining outstanding or by

270、 being converted into voting securities of the surviving entity or any parentthereof),in combination with the ownership of any trustee or other fiduciary holding securities under anemployee benefit plan of the Company or any subsidiary of the Company,at least 50%of the combinedvoting power of the se

271、curities of the Company or such surviving entity or any parent thereof outstandingimmediately after such merger or consolidation,or(b)a merger or consolidation effected to implement arecapitalization of the Company(or similar transaction)in which no Person is or becomes the BeneficialOwner,directly

272、or indirectly,of securities of the Company(not including in the securities BeneficiallyOwned by such Person any securities acquired directly from the Company or its Affiliates)representing 20%or more of the combined voting power of the Companys then outstanding securities;or(iv)the date the sharehol

273、ders of the Company approve a plan of complete liquidation or dissolution of theCompany or there is consummated an agreement for the sale or disposition by the Company of all orsubstantially all of the Companys assets,other than a sale or disposition by the Company of all orsubstantially all of the

274、Companys assets to an entity,at least 50%of the combined voting power of thevoting securities of which are owned by shareholders of the Company,in combination with the ownership ofany trustee or other fiduciary holding securities under an employee benefit plan of the Company or anysubsidiary of the

275、Company,in substantially the same proportions as their ownership of the Companyimmediately prior to such sale.(1)Notwithstanding the foregoing,a“Change in Control”shall not be deemed to have occurred by virtue ofthe consummation of any transaction or series of integrated transactions immediately fol

276、lowingwhich the record holders of the common stock of the Company immediately prior to suchtransaction or series of transactions continue to have substantially the same proportionate ownershipin an entity which owns all or substantially all of the assets of the Company immediately followingsuch tran

277、saction or series of transactions.(2)For purposes of this Plan:“Affiliate”shall have the meaning set forth in Rule 12b-2 promulgated underSection 12 of the4Exchange Act;“Beneficial Owner”shall have the meaning set forth in Rule 13d-3 under theExchange Act;“Exchange Act”shall mean the Securities Exch

278、ange Act of 1934,as amended fromtime to time;and“Person”shall have the meaning given in Section 3(a)(9)of the Exchange Act,asmodified and used in Sections 13(d)and 14(d)thereof,except that such term shall not include(i)theCompany or any of its subsidiaries,(ii)a trustee or other fiduciary holding se

279、curities under anemployee benefit plan of the Company or any of its Affiliates,(iii)an underwriter temporarilyholding securities pursuant to an offering of such securities,or(iv)a corporation owned,directly orindirectly,by the shareholders of the Company in substantially the same proportions as thei

280、rownership of stock of the Company.4.7A“Potential Change in Control”shall exist during any period in which the circumstances described in paragraphs(i),(ii),(iii)or(iv),below,exist(provided,however,that a Potential Change in Control shall cease to exist not later than the occurrence of a Changein Co

281、ntrol):(i)The Company enters into an agreement,the consummation of which would result in the occurrence of aChange in Control,provided that a Potential Change in Control described in this paragraph(i)shall cease toexist upon the expiration or other termination of all such agreements.(ii)Any Person(w

282、ithout regard to the exclusions set forth in subsections(i)through(iv)of such definition)publicly announces an intention to take or to consider taking actions the consummation of which wouldconstitute a Change in Control;provided that a Potential Change in Control described in this paragraph(ii)shal

283、l cease to exist upon the withdrawal of such intention,or upon a determination by the Board of Directorsthat there is no reasonable chance that such actions would be consummated.(iii)Any Person becomes the Beneficial Owner,directly or indirectly,of securities of the Company representing10%or more of

284、 either the then outstanding shares of common stock of the Company or the combined votingpower of the Companys then outstanding securities(not including any securities beneficially owned by suchPerson which are or were acquired directly from the Company or its Affiliates).(iv)The Board of Directors

285、adopts a resolution to the effect that,for purposes of this Agreement,a PotentialChange in Control exists;provided that a Potential Change in Control described in this paragraph(iv)shallcease to exist upon a determination by the Board of Directors that the reasons that gave rise to the resolutionpro

286、viding for the existence of a Potential Change in Control have expired or no longer exist.4.8The provisions of Sections 4.5,4.6,4.7 and this Section 4.8 may not be amended or deleted,nor superseded by any otherprovision of this Plan,(i)during the pendency of a Potential Change in Control and(ii)duri

287、ng the period beginning on the date of a Changein Control and ending on the date five(5)years following such Change in Control.SECTION 5.CONVERSION TO COMMON STOCK UNITS5.1Any Director who is then serving as a director may,by written notice filed with the Secretary of the Company,irrevocablyelect to

288、 have all or any portion of deferred fees previously earned but not yet paid,transferred from the Directors Deferred Fee Account to astock account established5under this Section 5(“Stock Account”).Any election as to a portion of such fees shall be expressed as a percentage and the same percentagesha

289、ll be applied to all such fees regardless of the calendar year in which earned or to all deferred fees earned in designated calendar years,asspecified by the Director.A Director may make no more than one notional investment election under this Section 5.l in any calendar year.Allsuch elections may a

290、pply only to deferred fees for which an election has not previously been made and shall be irrevocable.5.2Any Director may,by written notice filed with the Secretary of the Company,elect to have all or any portion of deferred feesearned subsequent to the date such notice is filed credited to a Stock

291、 Account established under this Section 5.Fees covered by such electionshall be credited to such account at the end of each calendar quarter in,or for which,such fees are earned.Such election may be revoked ormodified by such Director,by written notice filed with the Secretary of the Company,as to d

292、eferred fees to be earned in calendar yearssubsequent to the calendar year such notice is filed,but shall be irrevocable as to deferred fees earned prior to such year.5.3Deferred fees credited to a Stock Account under Section 5.1 shall be converted to Common Stock Units by dividing thedeferred fees

293、so credited by the closing price of common shares of the Company on the date the notice of election under Section 5 is receivedby the Company(or the next business day,if there are no sales on such date)as reported on the New York Stock Exchange CompositeReporting System.Deferred fees credited to a S

294、tock Account under Section 5.2 shall be converted to Common Stock Units by dividing thedeferred fees so credited by the closing price of common shares of the Company as of the last business day of the calendar quarter for whichthe credit is made,as reported on the New York Stock Exchange Composite R

295、eporting System.5.4Each Common Stock Unit shall be credited with(or adjusted for)the same cash and stock dividends,stock splits and otherdistributions and adjustments as are received by or applicable to one common share of the Company.All cash dividends and other cashdistributions credited to Common

296、 Stock Units shall be converted to additional Common Stock Units by dividing each such dividend ordistribution by the closing price of common shares of the Company on the payment date for such dividend or distribution,as reported by theNew York Stock Exchange Composite Reporting System.5.5The value

297、of the Common Stock Units credited each Director shall be paid to the Director in cash on the dates specified inSection 4.3(or,if applicable,Section 4.5).The amount of each payment shall be determined by multiplying the Common Stock Unitspayable on each date specified in Section 4.3(or,if applicable

298、,Section 4.5)by the closing price of common shares of the Company on theday prior to the payment date(or the next preceding business day if there are no sales on such date),as reported by the New York StockExchange Composite Reporting System.SECTION 6.MISCELLANEOUS6.1Each Director or former Director

299、 entitled to payment of deferred fees hereunder,from time to time may name any person orpersons(who may be named contingently or successively)to whom any deferred Directors fees earned by him and payable to him are to bepaid in case of his death before he receives any or all of such deferred Directo

300、rs fees.Each designation will revoke all prior designations bythe same Director or former Director,shall be in a form prescribed by the Company,and will be effective only when filed by the Director orformer Director in writing with the Secretary of the Company during his lifetime.If a deceased Direc

301、tor or former Director shall have failedto name a beneficiary in the manner provided above,or if the beneficiary named by a deceased Director or former Director dies before him orbefore payment of all the Directors or former Directors deferred Directors fees,the Company,in its discretion,may direct

302、payment of theremaining installments required by Section 4.3 to either:(a)any one or more or all of the next of kin(including the surviving spouse)of the Director or former Director,and insuch proportions as the Company determines;or(b)the legal representative or representatives of the estate of the

303、 last to die of the Director or former Director and his lastsurviving beneficiary.6The person or persons to whom any deceased Directors or former Directors deferred Directors fees are payable under this Section will bereferred to as his“beneficiary.”6.2Establishment of the Plan and coverage thereund

304、er of any person shall not be construed to confer any right on the part ofsuch person to be nominated for reelection to the Board of Directors of the Company,or to be reelected to the Board of Directors.6.3Payment of deferred Directors fees will be made only to the person entitled thereto in accorda

305、nce with the terms of the Plan,and deferred Directors fees are not in any way subject to the debts or other obligations of persons entitled thereto,and may not bevoluntarily or involuntarily sold,transferred or assigned.When a person entitled to a payment under the Plan is under legal disability or,

306、inthe Companys opinion,is in any way incapacitated so as to be unable to manage his financial affairs,the Company may direct that paymentbe made to such persons legal representative,or to a relative or friend of such person for his benefit.Any payment made in accordance withthe preceding sentence sh

307、all be in complete discharge of the Companys obligation to make such payment under the Plan.6.4Any action required or permitted to be taken by the Company under the terms of the Plan shall be by affirmative vote of amajority of the members of the Board of Directors then in office.6.5Notwithstanding

308、anything in the Plan to the contrary,any amounts under the Plan that were earned and vested before January1,2005(as determined in accordance with Code Section 409A)with respect to a Director who retired before January 1,2005(“Grandfathered Amounts”)shall be subject to the terms and conditions of the

309、 Plan as administered and as in effect on December 31,2004.Amendments made to the Plan pursuant to this amendment and restatement or otherwise shall not affect the Grandfathered Amounts unlessexpressly provided for in the amendment.The terms and conditions applicable to the Grandfathered Amounts are

310、 set forth in Exhibit Aattached hereto.6.6To the extent applicable,it is intended that the Plan comply with the provisions of Section 409A of the Code.The Plan willbe administered and interpreted in a manner consistent with this intent,and any provision that would cause the Plan to fail to satisfy S

311、ection409A of the Code will have no force and effect until amended to comply therewith(which amendment may be retroactive to the extentpermitted by Section 409A of the Code).Notwithstanding anything contained herein to the contrary,for all purposes of this Plan,a Directorshall not be deemed to have

312、had a termination of service as a Director until the Director has incurred a separation from service as defined inTreasury Regulation 1.409A-1(h)and,to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A andapplicable guidance issued thereunder,payment of t

313、he amounts payable under the Plan that would otherwise be payable during the six-monthperiod after the date of termination shall instead be paid on the first business day after the expiration of such six-month period,plus interestthereon,at a rate equal to the rate specified in Section 8.8(to the ex

314、tent that such interest is not already provided to the Director underSection 8.10),from the respective dates on which such amounts would otherwise have been paid until the actual date of payment.In addition,for purposes of the Plan,each amount to be paid and each installment payment shall be constru

315、ed as a separate identified payment forpurposes of Section 409A of the Code.6.7Except as expressly provided herein,the provisions of the Plan as they were in effect immediately prior to the January 1,2013 amendment shall continue to apply to any Director who retired or otherwise terminated service a

316、s a Director prior to January 1,2013.SECTION 7.AMENDMENT AND DISCONTINUANCEWhile the Company expects to continue the Plan,it must necessarily reserve,and does hereby reserve,the right to amend ordiscontinue the Plan at any time;provided,however,that any amendment or discontinuance of the Plan shall

317、be prospective in operation only,and shall not affect the payment of any deferred Directors fees theretofore earned by any Director,or the conditions under which any suchfees are to be paid or forfeited under the Plan.Any discontinuance of the Plan by the Company shall comply with the requirements o

318、f Section409A of the Code.7SECTION 8.ALTERNATE PAYMENT OF FEES8.1By written notice filed with the Secretary of the Company prior to each calendar year beginning after December 31,1988,aDirector may elect to receive all or a portion of his fees earned in the following calendar year in accordance with

319、 the provisions of Section 8.An election under this Section 8.1 shall become irrevocable as of December 31 of the calendar year prior to the year in which such monthlyand meeting fees will be earned(or,in the case of a new Director,on the 30 day following the Directors first participation in the Pla

320、n andall plans that would be aggregated with the Plan pursuant to Treasury Regulation 1.409A-1(c)(2)(i),provided,that the compensation subjectto such election relates solely to services performed after the date of such election).8.2If payment of a Directors fees is made pursuant to Section 8.1,such

321、fees shall not be deferred and a portion of the grossamount of such fees shall be paid currently in cash for the Director directly to a“Grantor Trust”established by the Director,provided suchtrust is in a form which the Company determines to be substantially similar to the trust attached to this pla

322、n as Exhibit B;and the balance ofthe gross amount of such fees shall be paid currently in cash directly to the Director,provided that the portion paid directly to the Directorshall be an amount equal to the aggregate federal,state and local individual income taxes attributable to the gross fees paid

323、 pursuant to thisSection 8.2(determined in accordance with Section 8.14).In no event shall such fees be paid to the Grantor Trust or directly to the Directorlater than the last day of the“applicable 2 month period,”as such term is defined in Treasury Regulation 1.409A-1(b)(4)(i)(A).8.3The Company wi

324、ll establish and maintain four separate accounts in the name of each Director who has made an electionunder Section 8.1 as follows:a“Pre-Tax Fee Account,”an“After-Tax Fee Account,”a“Pre-Tax Stock Account”and an“After-Tax StockAccount”(collectively,the“Accounts”).(a)The Pre-Tax Fee Account shall refl

325、ect the total amount of any fees paid in cash to a Director or deposited to a DirectorsGrantor Trust,including the amount equal to the aggregate federal,state and local individual income taxesattributable to the fees paid pursuant to Section 8.2,and Interest to be credited to a Director pursuant to

326、Section 8.8.The After-Tax Fee Account shall reflect such gross amounts but shall be maintained on an after-tax basis.(b)The Pre-Tax Stock Account shall reflect the total amount of fees converted to Common Stock Units pursuant to Section5,including the amount equal to the aggregate federal,state and

327、local individual income taxes attributable to the feespaid pursuant to Section 8.2,and any adjustments made pursuant to Section 8.9.The After-Tax Stock Account shallreflect such gross amounts but shall be maintained on an after-tax basis.(c)The Accounts established pursuant to this Section 8.3 are f

328、or the convenience of the administration of the Plan and notrust relationship with respect to such Accounts is intended or should be implied.8.4 As of the end of each calendar year,the Company shall adjust each Directors Pre-Tax Fee Account as follows:(a)FIRST,charge,in any year in which the Directo

329、r is entitled to receive a distribution from his or her Grantor Trust,anamount equal to the distribution from the fee account maintained thereunder that would have been made to theth8Director if the aggregate amounts paid according to Section 8.2 had instead been deferred under Section 3;(b)NEXT,cre

330、dit an amount equal to the gross amount of any fees paid for that year,not converted to Common Stock Units,that are paid to the Director(including the amount deposited in the Directors Grantor Trust and the amount equal tothe aggregate federal,state and local individual income taxes attributable to

331、the fees paid pursuant to Section 8.2)according to Section 8.2;and(c)FINALLY,credit an amount equal to the Interest earned for that year according to Section 8.8.8.5As of the end of each calendar year,the Company shall adjust each Directors After-Tax Fee Account as follows:(a)FIRST,charge,in any yea

332、r in which the Director is in receipt of a benefit distribution from his or her Grantor Trust,an amount equal to the product of(i)the distribution that would have been made to the Director if the aggregateamounts paid according to Section 8.2 had instead been deferred under Section 3,multiplied by(i

333、i)a fraction,thenumerator of which is the balance in the Directors After-Tax Fee Account as of the end of the prior fiscal year andthe denominator of which is the balance of the Directors Pre-Tax Fee Account as of that same date;(b)NEXT,credit an amount equal to the fees not converted to Common Stock Units that are paid that year to theDirector directly to the Directors Grantor Trust according to