SEC Comment Letter for ABBOTT LABORATORIES (ABT) — Aug 18, 2010
ABBOTT LABORATORIES
Date: Aug. 18, 2010 · CIK: 0000001800 · Accession: 0000000000-10-047489
AI Filing Summary & Sentiment
File numbers found in text: 001-02189
Letter
August 18, 2010
Thomas C. Freyman CFO & EVP Finance Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064 Re: Abbott Laboratories Form 10-K for the fiscal year ended December 31, 2009 Definitive Proxy Statement on Schedule 14A Filed March 15, 2010 File No. 001-02189 Dear Mr. Freyman: We have reviewed your June 30, 2010 respons e to our June 16, 2010 comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Definitive Proxy Statement of Schedule 14A filed March 15, 2010
Executive Compensation
Compensation Discussion and Analysis Compensation Components Performance-Based Annual Cash Incentives, page 14
1. We note your response to Comment 5 regardi ng corporate goals and reissue the comment in part. Please expand your proposed disclosure of your pre-determined 2009 financial goals to describe each goal in greater detail. For example, your proposed disclosure lists “Key Financial Goals (sales, margin, etc.)” as one performance measure. Please revise your proposed disclosure to discuss the sa les goal, margin goal, and other goals separately, identifying each unlisted goal. Please provide similar expanded proposed disclosure for the goals underlying the “Bus iness Process and Other Financial Goals”
Thomas C. Freyman Abbott Laboratories August 18, 2010 Page 2
measure. Identify the weighting of each goa l. In addition, please quantify each goal and target, and describe the level of achieve ment of all of th e financial goals.
2. We note your response to Comment 5 rega rding individual goals and reissue the comment. We note your statement in your supplemental response that providing disclosure regarding the specific pre-dete rmined individual goals would cause the company competitive harm. Please note that in order to keep your performance metrics confidential pursuant to Instru ction 4 to Item 402(b) of Regulation S-K you must submit an analysis supporting your conclusion that you are likely to suffer competitive harm if the information is disclosed. We are gene rally only willing to grant confidential treatment for performance goals if you can demo nstrate how the disclosure of these goals will allow your competitors to discover information about break even points, cost structures relating to specif ic products or similarly sensitive information. In these instances, you must submit a detailed analysis, identifying the competitively harmful information and demonstrating how the info rmation could be harmful to your company. To the extent that you are concerned about the release of our correspondence, you may request confidential treatment pursuant to Ru le 83. In order to do this, please file on EDGAR your supplemental response requesti ng confidential treatm ent under Rule 83, redacting the information you argue to be confid ential. Please note that only those words, numbers and phrases for which confidentiality is necessary should be redacted. Further, an unredacted copy of your supplemental res ponse requesting Rule 83 treatment must be mailed directly to the Staff. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
Thomas C. Freyman Abbott Laboratories August 18, 2010 Page 3
Please contact Rose Zukin at (202) 5 51-3239 or me at (202) 551-3710 with any questions. Sincerely, Jeffrey P. Riedler Assistant Director
Show Raw Text
August 18, 2010
Thomas C. Freyman CFO & EVP Finance Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064
Re: Abbott Laboratories
Form 10-K for the fiscal year ended December 31, 2009
Definitive Proxy Statement on Schedule 14A Filed March 15, 2010
File No. 001-02189
Dear Mr. Freyman:
We have reviewed your June 30, 2010 respons e to our June 16, 2010 comment letter and
have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Definitive Proxy Statement of Schedule 14A filed March 15, 2010
Executive Compensation
Compensation Discussion and Analysis
Compensation Components
Performance-Based Annual Cash Incentives, page 14
1. We note your response to Comment 5 regardi ng corporate goals and reissue the comment
in part. Please expand your proposed disclosure of your pre-determined 2009 financial goals to describe each goal in greater detail. For example, your proposed disclosure lists
“Key Financial Goals (sales, margin, etc.)” as one performance measure. Please revise your proposed disclosure to discuss the sa les goal, margin goal, and other goals
separately, identifying each unlisted goal. Please provide similar expanded proposed
disclosure for the goals underlying the “Bus iness Process and Other Financial Goals”
Thomas C. Freyman
Abbott Laboratories
August 18, 2010 Page 2
measure. Identify the weighting of each goa l. In addition, please quantify each goal and
target, and describe the level of achieve ment of all of th e financial goals.
2. We note your response to Comment 5 rega rding individual goals and reissue the
comment. We note your statement in your supplemental response that providing disclosure regarding the specific pre-dete rmined individual goals would cause the
company competitive harm. Please note that in order to keep your performance metrics
confidential pursuant to Instru ction 4 to Item 402(b) of Regulation S-K you must submit
an analysis supporting your conclusion that you are likely to suffer competitive harm if
the information is disclosed. We are gene rally only willing to grant confidential
treatment for performance goals if you can demo nstrate how the disclosure of these goals
will allow your competitors to discover information about break even points, cost structures relating to specif ic products or similarly sensitive information. In these
instances, you must submit a detailed analysis, identifying the competitively harmful information and demonstrating how the info rmation could be harmful to your company.
To the extent that you are concerned about the release of our correspondence, you may request confidential treatment pursuant to Ru le 83. In order to do this, please file on
EDGAR your supplemental response requesti ng confidential treatm ent under Rule 83,
redacting the information you argue to be confid ential. Please note that only those words,
numbers and phrases for which confidentiality is necessary should be redacted. Further,
an unredacted copy of your supplemental res ponse requesting Rule 83 treatment must be
mailed directly to the Staff. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
Thomas C. Freyman
Abbott Laboratories August 18, 2010 Page 3
Please contact Rose Zukin at (202) 5 51-3239 or me at (202) 551-3710 with any
questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director