Abbott Recommends Rejection of Below-Market Mini-Tender Offer by TRC Capital Investment Corporation

Abbott (NYSE: ABT) received notice of an unsolicited mini-tender offer by TRC Capital Investment Corporation (TRC) to purchase up to 1,000,000 Abbott common shares, representing approximately 0.06% of the company's outstanding shares. TRC's offer price of $112.38 per share in cash is approximately 4.5% lower than the $117.69 closing price of Abbott common shares on April 14, 2022 the last closing price prior to commencement of the offer.

Abbott does not recommend or endorse TRC's unsolicited below-market mini-tender offer and recommends that shareholders not tender their shares because the offer is at a price significantly below the current market price of Abbott common shares. Abbott is not affiliated or associated in any way with TRC, its mini-tender offer or the mini-tender offer documentation.

Abbott urges shareholders to obtain current market quotations for their shares, to consult with their broker or financial advisor, and to exercise caution with respect to TRC's mini-tender offer. Abbott recommends that shareholders who have not responded to TRC's offer take no action. Abbott also recommends that shareholders who have already tendered their shares withdraw those shares in accordance with TRC's offering documents prior to the expiration of the offer. The offer is currently scheduled to expire at 12:01 a.m. New York City time on Tuesday, May 17, 2022 , unless the offer is extended or earlier terminated.

TRC has made similar below-market mini-tender offers for other companies' shares. Mini-tender offers are devised to seek less than 5% of a company's stock, thereby avoiding many filing, disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC).

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's guidance to investors on mini-tender offers is available at https://www.sec.gov/investor/pubs/minitend.htm .

Abbott encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm .

Abbott requests that a copy of this press release be included with all distributions of materials relating to TRC's mini-tender offer related to Abbott common shares.

About Abbott
Abbott is a global healthcare leader that helps people live more fully at all stages of life. Our portfolio of life-changing technologies spans the spectrum of healthcare, with leading businesses and products in diagnostics, medical devices, nutritionals and branded generic medicines. Our 113,000 colleagues serve people in more than 160 countries.

Connect with us at www.abbott.com , on LinkedIn at www.linkedin.com/company/abbott-/ , on Facebook at www.facebook.com/Abbott and on Twitter @AbbottNews.

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Condensed Consolidated Statements of Income (unaudited)
	Three months ended
	December 31,			% of		December 31,			% of
(Dollars in millions except per share amounts)	2024			Revenues		2023			Revenues
Revenues	$	11,395				$	10,886
Costs and operating expenses:
Cost of revenues (a)		6,492		57.0	%		6,390		58.7	%
Selling, general and administrative expenses (b)		1,846		16.2	%		1,672		15.4	%
Amortization of acquisition-related intangible assets		438		3.8	%		563		5.2	%
Research and development expenses		374		3.3	%		327		3.0	%
Restructuring and other costs (c)		228		2.0	%		80		0.7	%
Total costs and operating expenses		9,379		82.3	%		9,032		83.0	%
Operating income		2,016		17.7	%		1,854		17.0	%
Interest income		227					309
Interest expense		(316	)				(390	)
Other income/(expense) (d)		14					(33	)
Income before income taxes		1,941					1,740
Benefit from/(provision for) income taxes (e)		(150	)				(133	)
Equity in earnings/(losses) of unconsolidated entities		33					(1	)
Net income		1,824					1,606
Less: net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest (f)		(6	)				(24	)
Net income attributable to Thermo Fisher Scientific Inc.	$	1,830		16.1	%	$	1,630		15.0	%

Earnings per share attributable to Thermo Fisher Scientific Inc.:
Basic	$	4.79				$	4.22
Diluted	$	4.78				$	4.20
Weighted average shares:
Basic		382					387
Diluted		383					388

Reconciliation of adjusted operating income and adjusted operating margin
GAAP operating income	$	2,016		17.7	%	$	1,854		17.0	%
Cost of revenues adjustments (a)		22		0.2	%		22		0.2	%
Selling, general and administrative expenses adjustments (b)		16		0.1	%		31		0.3	%
Restructuring and other costs (c)		228		2.0	%		80		0.7	%
Amortization of acquisition-related intangible assets		438		3.8	%		563		5.2	%
Adjusted operating income (non-GAAP measure)	$	2,720		23.9	%	$	2,550		23.4	%

Reconciliation of adjusted net income
GAAP net income attributable to Thermo Fisher Scientific Inc.	$	1,830				$	1,630
Cost of revenues adjustments (a)		22					22
Selling, general and administrative expenses adjustments (b)		16					31
Restructuring and other costs (c)		228					80
Amortization of acquisition-related intangible assets		438					563
Other income/expense adjustments (d)		(11	)				14
Benefit from/(provision for) income taxes adjustments (e)		(138	)				(111	)
Equity in earnings/losses of unconsolidated entities		(33	)				1
Noncontrolling interests adjustments (f)		(14	)				(27	)
Adjusted net income (non-GAAP measure)	$	2,338				$	2,203

Reconciliation of adjusted earnings per share
GAAP diluted EPS attributable to Thermo Fisher Scientific Inc.	$	4.78				$	4.20
Cost of revenues adjustments (a)		0.06					0.06
Selling, general and administrative expenses adjustments (b)		0.04					0.08
Restructuring and other costs (c)		0.60					0.20
Amortization of acquisition-related intangible assets		1.14					1.45
Other income/expense adjustments (d)		(0.03	)				0.04
Benefit from/(provision for) income taxes adjustments (e)		(0.36	)				(0.29	)
Equity in earnings/losses of unconsolidated entities		(0.08	)				0.00
Noncontrolling interests adjustments (f)		(0.04	)				(0.07	)
Adjusted EPS (non-GAAP measure)	$	6.10				$	5.67

Reconciliation of free cash flow
GAAP net cash provided by operating activities	$	3,289				$	3,723
Purchases of property, plant and equipment		(480	)				(405	)
Proceeds from sale of property, plant and equipment		17					11
Free cash flow (non-GAAP measure)	$	2,826				$	3,329

Business Segment Information	Three months ended
	December 31,			% of		December 31,			% of
(Dollars in millions)	2024			Revenues		2023			Revenues

Revenues
Life Sciences Solutions	$	2,604		22.9	%	$	2,469		22.7	%
Analytical Instruments		2,186		19.2	%		2,037		18.7	%
Specialty Diagnostics		1,157		10.2	%		1,105		10.2	%
Laboratory Products and Biopharma Services		5,936		52.1	%		5,719		52.5	%
Eliminations		(487	)	-4.3	%		(444	)	-4.1	%
Consolidated revenues	$	11,395		100.0	%	$	10,886		100.0	%

Segment income and segment income margin
Life Sciences Solutions	$	952		36.6	%	$	895		36.2	%
Analytical Instruments		666		30.5	%		587		28.8	%
Specialty Diagnostics		273		23.6	%		264		23.9	%
Laboratory Products and Biopharma Services		828		14.0	%		804		14.0	%
Subtotal reportable segments		2,720		23.9	%		2,550		23.4	%
Cost of revenues adjustments (a)		(22	)	-0.2	%		(22	)	-0.2	%
Selling, general and administrative expenses adjustments (b)		(16	)	-0.1	%		(31	)	-0.3	%
Restructuring and other costs (c)		(228	)	-2.0	%		(80	)	-0.7	%
Amortization of acquisition-related intangible assets		(438	)	-3.8	%		(563	)	-5.2	%
Consolidated GAAP operating income	$	2,016		17.7	%	$	1,854		17.0	%


(a) Adjusted results in 2024 and 2023 exclude charges for the sale of inventory revalued at the date of acquisition and accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations.
(b) Adjusted results in 2024 and 2023 exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation. Adjusted results in 2024 also exclude $3 of accelerated depreciation on fixed assets to be abandoned due to facility consolidations.
(c) Adjusted results in 2024 and 2023 exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, charges for environmental-related matters, net charges/credits for pre-acquisition litigation and other matters, net gains/losses on the sale of real estate, and abandoned facility and other expenses of headcount reductions and real estate consolidations.
(d) Adjusted results in 2024 and 2023 exclude net gains/losses on investments.
(e) Adjusted results in 2024 and 2023 exclude incremental tax impacts for the reconciling items between GAAP and adjusted net income, incremental tax impacts as a result of tax rate/law changes, and the tax impacts from audit settlements. Adjusted results in 2023 also exclude $14 of net charges for pre-acquisition matters.
(f) Adjusted results exclude the incremental impacts for the reconciling items between GAAP and adjusted net income attributable to noncontrolling interests.
Note:
Consolidated depreciation expense is $304 and $276 in 2024 and 2023, respectively.

Organic and Core organic revenue growth	Three months ended
	December 31, 2024
Revenue growth	5	%
Acquisitions	1	%
Currency translation	0	%
Organic revenue growth (non-GAAP measure)	4	%
COVID-19 testing revenue	0	%
Core organic revenue growth (non-GAAP measure)	5	%

Note:
For more information related to non-GAAP financial measures, refer to the section titled "Supplemental Information Regarding Non-GAAP Financial Measures" of this release.

Condensed Consolidated Statements of Income (unaudited)
	Year ended
	December 31,			% of		December 31,			% of
(Dollars in millions except per share amounts)	2024			Revenues		2023			Revenues
Revenues	$	42,879				$	42,857
Costs and operating expenses:
Cost of revenues (a)		24,818		57.9	%		25,295		59.0	%
Selling, general and administrative expenses (b)		7,003		16.3	%		6,569		15.3	%
Amortization of acquisition-related intangible assets		1,952		4.6	%		2,338		5.5	%
Research and development expenses		1,390		3.2	%		1,337		3.1	%
Restructuring and other costs (c)		379		0.9	%		459		1.1	%
Total costs and operating expenses		35,542		82.9	%		35,998		84.0	%
Operating income		7,337		17.1	%		6,859		16.0	%
Interest income		1,078					879
Interest expense		(1,390	)				(1,375	)
Other income/(expense) (d)		12					(65	)
Income before income taxes		7,037					6,298
Benefit from/(provision for) income taxes (e)		(657	)				(284	)
Equity in earnings/(losses) of unconsolidated entities		(42	)				(59	)
Net income		6,338					5,955
Less: net income/(losses) attributable to noncontrolling interests and redeemable noncontrolling interest (f)		3					(40	)
Net income attributable to Thermo Fisher Scientific Inc.	$	6,335		14.8	%	$	5,995		14.0	%

Earnings per share attributable to Thermo Fisher Scientific Inc.:
Basic	$	16.58				$	15.52
Diluted	$	16.53				$	15.45
Weighted average shares:
Basic		382					386
Diluted		383					388

Reconciliation of adjusted operating income and adjusted operating margin
GAAP operating income	$	7,337		17.1	%	$	6,859		16.0	%
Cost of revenues adjustments (a)		47		0.1	%		95		0.2	%
Selling, general and administrative expenses adjustments (b)		(8	)	0.0	%		59		0.1	%
Restructuring and other costs (c)		379		0.9	%		459		1.1	%
Amortization of acquisition-related intangible assets		1,952		4.6	%		2,338		5.5	%
Adjusted operating income (non-GAAP measure)	$	9,707		22.6	%	$	9,810		22.9	%

Reconciliation of adjusted net income
GAAP net income attributable to Thermo Fisher Scientific Inc.	$	6,335				$	5,995
Cost of revenues adjustments (a)		47					95
Selling, general and administrative expenses adjustments (b)		(8	)				59
Restructuring and other costs (c)		379					459
Amortization of acquisition-related intangible assets		1,952					2,338
Other income/expense adjustments (d)		(19	)				50
Benefit from/(provision for) income taxes adjustments (e)		(329	)				(645	)
Equity in earnings/losses of unconsolidated entities		42					59
Noncontrolling interests adjustments (f)		(19	)				(46	)
Adjusted net income (non-GAAP measure)	$	8,380				$	8,364

Reconciliation of adjusted earnings per share
GAAP diluted EPS attributable to Thermo Fisher Scientific Inc.	$	16.53				$	15.45
Cost of revenues adjustments (a)		0.12					0.24
Selling, general and administrative expenses adjustments (b)		(0.02	)				0.15
Restructuring and other costs (c)		0.99					1.18
Amortization of acquisition-related intangible assets		5.09					6.03
Other income/expense adjustments (d)		(0.05	)				0.13
Benefit from/(provision for) income taxes adjustments (e)		(0.86	)				(1.66	)
Equity in earnings/losses of unconsolidated entities		0.11					0.15
Noncontrolling interests adjustments (f)		(0.05	)				(0.12	)
Adjusted EPS (non-GAAP measure)	$	21.86				$	21.55

Reconciliation of free cash flow
GAAP net cash provided by operating activities	$	8,667				$	8,406
Purchases of property, plant and equipment		(1,400	)				(1,479	)
Proceeds from sale of property, plant and equipment		57					87
Free cash flow (non-GAAP measure)	$	7,324				$	7,014

Business Segment Information	Year ended
	December 31,			% of		December 31,			% of
(Dollars in millions)	2024			Revenues		2023			Revenues

Revenues
Life Sciences Solutions	$	9,631		22.5	%	$	9,977		23.3	%
Analytical Instruments		7,463		17.4	%		7,263		16.9	%
Specialty Diagnostics		4,512		10.5	%		4,405		10.3	%
Laboratory Products and Biopharma Services		23,157		54.0	%		23,041		53.8	%
Eliminations		(1,885	)	-4.4	%		(1,829	)	-4.3	%
Consolidated revenues	$	42,879		100.0	%	$	42,857		100.0	%

Segment income and segment income margin
Life Sciences Solutions	$	3,503		36.4	%	$	3,420		34.3	%
Analytical Instruments		1,955		26.2	%		1,908		26.3	%
Specialty Diagnostics		1,159		25.7	%		1,124		25.5	%
Laboratory Products and Biopharma Services		3,090		13.3	%		3,358		14.6	%
Subtotal reportable segments		9,707		22.6	%		9,810		22.9	%
Cost of revenues adjustments (a)		(47	)	-0.1	%		(95	)	-0.2	%
Selling, general and administrative expenses adjustments (b)		8		0.0	%		(59	)	-0.1	%
Restructuring and other costs (c)		(379	)	-0.9	%		(459	)	-1.1	%
Amortization of acquisition-related intangible assets		(1,952	)	-4.6	%		(2,338	)	-5.5	%
Consolidated GAAP operating income	$	7,337		17.1	%	$	6,859		16.0	%


(a) Adjusted results in 2024 and 2023 exclude charges for inventory write-downs associated with large-scale abandonment of product lines, accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations, and charges for the sale of inventory revalued at the date of acquisition.
(b) Adjusted results in 2024 and 2023 exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges associated with product liability litigation. Adjusted results in 2024 also exclude $7 of accelerated depreciation on fixed assets to be abandoned due to facility consolidations.
(c) Adjusted results in 2024 and 2023 exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, charges for environmental-related matters, net charges for pre-acquisition litigation and other matters, net gains/losses on the sale of real estate, and abandoned facility and other expenses of headcount reductions and real estate consolidations. Adjusted results in 2023 also exclude $26 of contract termination costs associated with facility closures.
(d) Adjusted results in 2024 and 2023 exclude net gains/losses on investments.
(e) Adjusted results in 2024 and 2023 exclude incremental tax impacts for the reconciling items between GAAP and adjusted net income, incremental tax impacts as a result of tax rate/law changes and the tax impacts from audit settlements. Adjusted results in 2023 also exclude $14 of net charges for pre-acquisition matters.
(f) Adjusted results exclude the incremental impacts for the reconciling items between GAAP and adjusted net income attributable to noncontrolling interests.

Notes:
Consolidated depreciation expense is $1,156 and $1,068 in 2024 and 2023, respectively.
For more information related to non-GAAP financial measures, refer to the section titled "Supplemental Information Regarding Non-GAAP Financial Measures" of this release.

Condensed Consolidated Balance Sheets (unaudited)

	December 31,		December 31,
(In millions)	2024		2023

Assets
Current assets:
Cash and cash equivalents	$	4,009	$	8,077
Short-term investments		1,561		3
Accounts receivable, net		8,191		8,221
Inventories		4,978		5,088
Other current assets		3,399		3,200
Total current assets		22,137		24,589
Property, plant and equipment, net		9,306		9,448
Acquisition-related intangible assets, net		15,533		16,670
Other assets		4,492		3,999
Goodwill		45,853		44,020
Total assets	$	97,321	$	98,726

Liabilities, redeemable noncontrolling interest and equity
Current liabilities:
Short-term obligations and current maturities of long-term obligations	$	2,214	$	3,609
Other current liabilities		11,118		10,403
Total current liabilities		13,332		14,012
Other long-term liabilities		5,257		6,564
Long-term obligations		29,061		31,308
Redeemable noncontrolling interest		120		118
Total equity		49,551		46,724
Total liabilities, redeemable noncontrolling interest and equity	$	97,321	$	98,726

Condensed Consolidated Statements of Cash Flows (unaudited)

	Year ended
	December 31,			December 31,
(In millions)	2024			2023

Operating activities
Net income	$	6,338		$	5,955
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,108			3,406
Change in deferred income taxes		(1,209	)		(1,300	)
Other non-cash expenses, net		808			882
Changes in assets and liabilities, excluding the effects of acquisitions		(379	)		(537	)
Net cash provided by operating activities		8,667			8,406

Investing activities
Purchases of property, plant and equipment		(1,400	)		(1,479	)
Proceeds from sale of property, plant and equipment		57			87
Proceeds from cross-currency interest rate swap interest settlements		252			70
Acquisitions, net of cash acquired		(3,132	)		(3,660	)
Purchases of investments		(3,396	)		(208	)
Proceeds from sales and maturities of investments		1,770			15
Other investing activities, net		8			33
Net cash used in investing activities		(5,841	)		(5,142	)

Financing activities
Net proceeds from issuance of debt		1,204			5,942
Repayment of debt		(3,607	)		(5,782	)
Proceeds from issuance of commercial paper		—			1,620
Repayment of commercial paper		—			(1,935	)
Purchases of company common stock		(4,000	)		(3,000	)
Dividends paid		(583	)		(523	)
Other financing activities, net		195			56
Net cash used in financing activities		(6,792	)		(3,622	)

Exchange rate effect on cash		(91	)		(82	)
Decrease in cash, cash equivalents and restricted cash		(4,057	)		(440	)
Cash, cash equivalents and restricted cash at beginning of period		8,097			8,537
Cash, cash equivalents and restricted cash at end of period	$	4,040		$	8,097


Free cash flow (non-GAAP measure)	$	7,324		$	7,014



Note:
For more information related to non-GAAP financial measures, refer to the section titled "Supplemental Information Regarding Non-GAAP Financial Measures" of this release.

Contacts:
Erika Winkels	Ryan Weispfenning
Public Relations	Investor Relations
+1-763-526-8478	+1-763-505-4626

Abbott Recommends Rejection of Below-Market Mini-Tender Offer by TRC Capital Investment Corporation

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