Obligation Abbott 2% ( US002824AZ33 ) en USD

Abbott

100 % ▲

Etas-Unis

US002824AZ33 ( en USD )

2% par an ( paiement semestriel )

15/03/2020 - Obligation échue

Prospectus brochure de l'obligation Abbott US002824AZ33 en USD 2%, échue

2 000 USD

750 000 000 USD

002824AZ3

N/A

L'Obligation émise par Abbott ( Etas-Unis ) , en USD, avec le code ISIN US002824AZ33, paye un coupon de 2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2020

424B5 1 a2223473z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed pursuant to Rule 424(b)(5)
Registration No. 333-202508
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Amount to be
Aggregate Offering
Aggregate Offering
Amount of
to be Registered

Registered

Price Per Note

Price

Registration Fee(1)

2.000% Notes due 2020

$750,000,000

99.810%

$748,575,000

$86,984.42

2.550% Notes due 2022

$750,000,000

99.834%

$748,755,000

$87,005.34

2.950% Notes due 2025

$1,000,000,000
99.793%

$997,930,000

$115,959.47

(1)
The filing fee is calculated in accordance with Rules 457(o) and 457(r) of the Securities Act of 1933, as amended (the "Act"). In accordance
with Rules 456(b) and 457(r) of the Act, the registrant initially deferred payment of all of the registration fee for Registration Statement
No. 333-202508 filed by the registrant on March 5, 2015.
Prospectus Supplement
(To Prospectus dated March 5, 2015)
$2,500,000,000
Abbott Laboratories
$750,000,000 2.000% Notes due 2020
$750,000,000 2.550% Notes due 2022
$1,000,000,000 2.950% Notes due 2025
We are offering $750,000,000 aggregate principal amount of 2.000% Notes due 2020 (the "2020 Notes"), $750,000,000 aggregate principal amount of 2.550% Notes due 2022 (the
"2022 Notes") and $1,000,000,000 aggregate principal amount of 2.950% Notes due 2025 (the "2025 Notes" and, together with the 2020 Notes and the 2022 Notes, the "notes"). Interest
on the notes will be paid semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2015. The 2020 Notes will mature on March 15, 2020, the
2022 Notes will mature on March 15, 2022 and the 2025 Notes will mature on March 15, 2025. We may redeem some or all of the notes of each series at any time and from time to
time at our option. The redemption prices are discussed under the heading "Description of Notes--Redemption of the Notes."
The notes will be our general unsecured senior obligations and will rank equally with all of our other unsecured senior indebtedness from time to time outstanding.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-3 of this prospectus supplement.

Price to
Underwriting
Proceeds, Before

Public(1)

Discounts

Expenses, to Us(1)

Per 2020 Note

99.810%

0.350%

99.460%
Total

$748,575,000
$2,625,000

$745,950,000

Per 2022 Note

99.834%

0.400%

99.434%
Total

$748,755,000
$3,000,000

$745,755,000

Per 2025 Note

99.793%

0.450%

99.343%
Total

$997,930,000
$4,500,000

$993,430,000
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(1)
Plus accrued interest from March 10, 2015, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will not be listed on any national securities exchange. Currently, there are no public markets for the notes.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including
Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., against payment in New York, New York on or about March 10, 2015.
Joint Book-Running Managers
Barclays

BofA Merrill Lynch

J.P. Morgan

Morgan Stanley
(All Notes)

(All Notes)

(All Notes)

(All Notes)
BNP PARIBAS
Deutsche Bank Securities

SOCIETE GENERALE
(2020 Notes)

(2025 Notes)

(2022 Notes)
Senior Co-Managers
BNP PARIBAS

Deutsche Bank Securities
SOCIETE GENERALE

MUFG

RBS
(2025 Notes, 2022 Notes)

(2020 Notes, 2022 Notes)
(2020 Notes, 2025 Notes)
(All Notes)

(All Notes)
Co-Managers
HSBC
Standard Chartered Bank
Santander

Goldman, Sachs & Co.
The Williams Capital

BBVA
Group L.P.
(All Notes)

(All Notes)

(All Notes)

(All Notes)

(All Notes)

(All Notes)

ING

Mizuho Securities

RBC Capital Markets

US Bancorp

Banca IMI
(All Notes)

(All Notes)

(All Notes)

(All Notes)

(All Notes)

The date of this prospectus supplement is March 5, 2015.
Table of Contents
TABLE OF CONTENTS

Page

Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
ABBOTT LABORATORIES
S-2
RISK FACTORS
S-3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-6
USE OF PROCEEDS
S-6
RATIO OF EARNINGS TO FIXED CHARGES
S-6
CAPITALIZATION
S-7
DESCRIPTION OF NOTES
S-8
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-13
UNDERWRITING
S-18
LEGAL OPINIONS
S-22
EXPERTS
S-22
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Page

Prospectus
ABOUT THIS PROSPECTUS

1
ABBOTT LABORATORIES

1
USE OF PROCEEDS

2
DESCRIPTION OF DEBT SECURITIES

2
LEGAL OPINIONS

12
EXPERTS

12
WHERE YOU CAN FIND MORE INFORMATION

12
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second
part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. You should read the entire
prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described under "Where You
Can Find More Information" in the accompanying prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus and any free writing prospectus prepared by or on behalf of us. We have not, and the underwriters have not, authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not,
and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference is
accurate only as of the respective dates of those documents in which the information is contained. Our business, financial condition, results of
operations, and prospects may have changed since those dates.
References to "Abbott," "we," "us," and "our" in this prospectus supplement and the accompanying prospectus are to Abbott Laboratories, or
Abbott Laboratories and its consolidated subsidiaries, as the context requires.
S-1
Table of Contents
ABBOTT LABORATORIES
Abbott Laboratories is an Illinois corporation, incorporated in 1900. Abbott's principal business is the discovery, development, manufacture
and sale of a broad and diversified line of health care products. Abbott's products are generally sold directly to retailers, wholesalers, hospitals,
health care facilities, laboratories, physicians' offices and government agencies throughout the world.
Abbott has four reportable segments: Established Pharmaceutical Products, Diagnostic Products, Nutritional Products, and Vascular Products.
Prior to January 1, 2013, Abbott had five reportable segments, which included Proprietary Pharmaceutical Products. On January 1, 2013,
Abbott completed the separation of its research-based proprietary pharmaceuticals business through the distribution of the issued and outstanding
common stock of AbbVie Inc. ("AbbVie") to Abbott's shareholders. AbbVie was formed to hold Abbott's research-based proprietary
pharmaceuticals business and, as a result of the distribution, became an independent public company trading under the symbol "ABBV" on the
New York Stock Exchange.
On September 26, 2014, Abbott completed its acquisition of approximately 99.9% of the ordinary shares of CFR Pharmaceuticals, S.A., a
Latin American pharmaceutical company, for approximately $2.9 billion, in cash.
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On February 27, 2015, Abbott completed the sale of its developed markets branded generics pharmaceuticals business, which was previously
included in the Established Pharmaceutical Products segment, to Mylan Inc. for 110 million shares of Mylan N.V., a newly formed entity that
combined Mylan's existing business with Abbott's developed markets branded generics pharmaceuticals business. Abbott retained the branded
generics pharmaceuticals business and products of its Established Pharmaceutical Products segment in emerging markets.
Established Pharmaceutical Products--International sales of a broad line of branded generic pharmaceutical products.
Diagnostic Products--Worldwide sales of diagnostic systems and tests for blood banks, hospitals, commercial laboratories and alternate-care
testing sites. For segment reporting purposes, the Core Laboratories Diagnostics, Molecular Diagnostics, Point of Care and Ibis Diagnostics
divisions are aggregated and reported as the Diagnostic Products segment.
Nutritional Products--Worldwide sales of a broad line of adult and pediatric nutritional products.
Vascular Products--Worldwide sales of coronary, endovascular, structural heart, vessel closure and other medical device products.
Abbott's non-reportable segments include the Diabetes Care and Medical Optics segments.
Abbott purchases, in the ordinary course of business, raw materials and supplies essential to Abbott's operations from numerous suppliers in
the United States and abroad.
Abbott's corporate offices are located at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400, and the telephone number is (224) 667-
6100.
Abbott also maintains an Internet site at www.abbott.com. Abbott's website and the information contained therein or connected thereto shall
not be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.
S-2
Table of Contents
RISK FACTORS
Before you decide to invest in the notes, you should consider the risk factors set forth below as well as the risk factors discussed in our Annual
Report on Form 10-K for the year ended December 31, 2014 and our other filings with the Securities and Exchange Commission, which are
incorporated by reference into this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in the
accompanying prospectus.
A public trading market for the notes may not develop.
We have not applied and do not intend to apply for listing of the notes on any securities exchange or any automated quotation system. As a
result, markets for the notes may not develop or, if any do develop, they may not be sustained. If active markets for the notes fail to develop or
cannot be sustained, the trading prices and liquidity of the notes could be adversely affected.
The market prices of the notes may be volatile.
The market prices of the notes will depend on many factors that may vary over time and some of which are beyond our control, including:
·
our financial performance;
·
the amount of indebtedness we and our subsidiaries have outstanding;
·
market interest rates;
·
the market for similar securities;
·
competition; and
·
general economic conditions.
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As a result of these factors, you may only be able to sell your notes at prices below those you believe to be appropriate, including prices
below the price you paid for them.
An increase in interest rates could result in a decrease in the relative value of the notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over
market interest rates will decline. Consequently, if you purchase these notes and market interest rates increase, the market values of your notes may
decline. We cannot predict the future level of market interest rates.
Ratings of each series of notes may not reflect all risks of an investment in the notes.
We expect that the notes will be rated by at least one nationally recognized statistical rating organization. The ratings of the notes will
primarily reflect our financial strength and will change in accordance with the rating of our financial strength. Any rating is not a recommendation
to purchase, sell, or hold the notes. These ratings do not correspond to market price or suitability for a particular investor. In addition, ratings at any
time may be lowered or withdrawn in their entirety.
The notes do not restrict our ability to incur additional debt or prohibit us from taking other action that could negatively impact holders of the
notes.
We are not restricted under the terms of the indenture governing the notes or the notes from incurring additional indebtedness. The terms of the
indenture limit our ability to secure additional debt without also securing the notes and to enter into sale and leaseback transactions. However,
these limitations are subject to numerous exceptions. See "Description of Debt Securities--Certain Covenants
S-3
Table of Contents
of the Company" in the accompanying prospectus. In addition, the notes do not require us to achieve or maintain any minimum financial results
relating to our financial position or results of operations. Our ability to recapitalize, incur additional debt, secure existing or future debt, or take a
number of other actions that are not limited by the terms of the indenture and the notes, including repurchasing indebtedness or common shares or
preferred shares, if any, or paying dividends, could have the effect of diminishing our ability to make payments on the notes when due.
Neither we nor any of our subsidiaries have any property that has been determined to be a principal domestic property under the indenture.
The indenture governing the notes includes covenants that, among other things, limit our ability and the ability of our subsidiaries to create or
permit to exist mortgages on and other liens and enters into sale and leaseback transactions with respect to principal domestic properties. However,
as of December 31, 2014, neither we, nor any of our subsidiaries have any property that constitutes a principal domestic property under the
indenture.
Our board of directors has broad discretion to determine that a property is not a principal domestic property and therefore is not subject to
certain covenants in the indenture.
The indenture governing the notes includes covenants that, among other things, limit our ability and the ability of our subsidiaries to create or
permit to exist mortgages on and other liens and enters into sale and leaseback transactions with respect to principal domestic properties. The
indenture provides that a principal domestic property means any building, structure or other facility, together with the land on which it is erected
and fixtures comprising a part of it, used primarily for manufacturing, processing, research, warehousing or distribution and located in the United
States, excluding its territories, possessions and Puerto Rico, owned or leased by us or any of our domestic subsidiaries and having a net book value
which, on the date the determination as to whether a property is a principal domestic property is being made, is in excess of 2% of the consolidated
net assets of us, other than any such building, structure or other facility or a portion thereof which is an air or water pollution control facility
financed by state or local governmental obligations, or which our chairman of the board, chief executive officer, an executive vice president, a
senior vice president or a vice president and the chief financial officer, treasurer, or assistant treasurer determine in good faith, at any time on or
prior to such date, is not of material importance to the total business conducted or assets owned by us and our subsidiaries as an entirety. Although
it has not yet done so, under the terms of the indenture, our chairman of the board or any of our executive officers may determine from time to time
after the issuance of the notes that a property is not a principal domestic property and therefore such property is not subject to the covenants in the
indenture.
Our financial performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our financial and operating
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performance, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors beyond our control.
The notes will be unsecured and effectively subordinated to our secured debt because, in certain circumstances, the holders of secured debt will
be entitled to proceed against the collateral securing such debt and only the proceeds of such collateral in excess of the secured debt will be
available for payment of the unsecured debt, including the notes.
The notes will be unsecured. As of December 31, 2014, we did not have any significant secured debt outstanding. The holders of any secured
debt that we may have may foreclose on our assets securing our debt, reducing the cash flow from the foreclosed property available for payment of
S-4
Table of Contents
unsecured debt. The holders of any secured debt that we may have also would have priority over unsecured creditors in the event of our
liquidation. In the event of our bankruptcy, liquidation, or similar proceeding, the holders of secured debt that we may have would be entitled to
proceed against their collateral, and that collateral will not be available for payment of unsecured debt, including the notes. As a result, the notes
will be effectively subordinated to any secured debt that we may have.
The notes are effectively subordinated to the liabilities of our subsidiaries, which may reduce our ability to use the assets of our subsidiaries to
make payments on the notes.
The notes are not guaranteed by our subsidiaries and therefore the notes will be effectively subordinated to all existing and future indebtedness
and other liabilities of our subsidiaries. In the event of a bankruptcy, liquidation, or similar proceeding of a subsidiary, following payment by the
subsidiary of its liabilities, the subsidiary may not have sufficient assets to make payments to us. As of December 31, 2014, our subsidiaries had
approximately $139 million of outstanding indebtedness (excluding intercompany debt and liabilities and accounts payable incurred in the ordinary
course of business).
S-5
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference contain forward-looking
statements that are based on management's current expectations, estimates, and projections. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," "forecasts," variations of these words, and similar expressions are intended to identify these forward-
looking statements. Certain factors, including but not limited to those identified under the heading "Risk Factors" in this prospectus supplement, as
well as those in Item 1A, "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2014 and our other
filings with the Securities and Exchange Commission, which are incorporated by reference into this prospectus supplement and the accompanying
prospectus, may cause actual results to differ materially from current expectations, estimates, projections, forecasts and from past results, which
could have a material and adverse effect on our business, results of operations and financial condition. No assurance can be made that any
expectation, estimate, or projection contained in a forward-looking statement will be achieved or will not be affected by the factors cited above or
other future events. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as the result of subsequent
events or developments, except as required by law.
USE OF PROCEEDS
We estimate the net proceeds to us from the sale of the notes will be approximately $2,481,720,000, after deducting underwriting discounts
and estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the notes for general corporate purposes.
Pending any specific application, the net proceeds from the offering may be invested in short-term marketable securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the periods indicated.

Fiscal Year Ended December 31,

2014

2013

2012

2011

2010

Ratio of earnings to fixed charges
11.1 9.2 0.5 2.5 1.6
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For the purpose of calculating the ratio of earnings to fixed charges, (i) earnings from continuing operations have been calculated by adjusting
earnings from continuing operations for taxes on earnings from continuing operations; interest expense; amortization of capitalized interest, net of
capitalized interest; noncontrolling interest; and the portion of rentals representative of the interest factor, (ii) Abbott considers one-third of rental
expense to be the amount representing return on capital and (iii) fixed charges comprise total interest expense, including capitalized interest and
such portion of rentals.
S-6
Table of Contents
CAPITALIZATION
The following table sets forth, as of December 31, 2014, Abbott's consolidated capitalization (i) on an actual basis and (ii) on a pro forma
basis to give effect to the issuance of the notes. See "Use of Proceeds." You should read the table together with our consolidated financial
statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus.

Actual

Pro Forma

(In Millions)

Long-Term Debt:

5.125% Notes due 2019
$
947 $
947
4.125% Notes due 2020

597
597
6.150% Notes due 2037

547
547
6.000% Notes due 2039

515
515
5.300% Notes due 2040

694
694
Other, including fair market value adjustments relating to interest rate
hedge contracts designated as fair value hedges

163
163
2.000% Notes due 2020

--
750
2.550% Notes due 2022

--
750
2.950% Notes due 2025

--
1,000
?
?
?
?
?
?
?
?
Total long-term debt, including current portion

3,463
5,963
Total shareholders' investment

21,639
21,639
?
?
?
?
?
?
?
?
Total capitalization
$ 25,102 $
27,602
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
S-7
Table of Contents
DESCRIPTION OF NOTES
The following summary of the particular terms of the notes offered by this prospectus supplement supplements and, to the extent inconsistent
with the accompanying prospectus, replaces the description of the general terms and provisions of the securities contained in the accompanying
prospectus, to which description reference is made by this prospectus supplement. The statements in this prospectus supplement concerning the
notes and the indenture (as defined below) do not purport to be complete. All such statements are qualified in their entirety by reference to the
accompanying prospectus and the provisions of the indenture, the form of which has been filed with the Securities and Exchange Commission.
Abbott will issue the notes under an indenture, to be dated as of March 10, 2015 (the "indenture"), between Abbott and U.S. Bank National
Association, as trustee (the "trustee"). For a description of the rights attaching to different series of debt securities under the indenture, see
"Description of Debt Securities" in the accompanying prospectus.
Title
2.000% Notes due 2020.
2.550% Notes due 2022.
2.950% Notes due 2025.
Total Initial Principal Amount of Notes
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The 2020 Notes: $750,000,000.
The 2022 Notes: $750,000,000.
The 2025 Notes: $1,000,000,000.
Abbott may from time to time, without notice to or the consent of the holders of the notes, issue additional series of securities under the
indenture or additional notes of a series of notes. These additional notes may be consolidated and form a single series with an existing series of the
notes and have the same terms as to status, redemption or otherwise as such series of notes (except for the issue date and the public offering price),
provided, however, that if such additional notes are not fungible with the notes of the applicable series for U.S. federal income tax purposes, such
additional notes will have a separate CUSIP number. For purposes of this description, any reference to notes of a series shall include any notes of
the same series issued after the closing of this offering.
Maturity of Notes
The 2020 Notes will mature on March 15, 2020.
The 2022 Notes will mature on March 15, 2022.
The 2025 Notes will mature on March 15, 2025.
Interest Rate on Notes
The interest rate on the 2020 Notes is 2.000% per year, computed on the basis of a 360-day year of twelve 30-day months.
The interest rate on the 2022 Notes is 2.550% per year, computed on the basis of a 360-day year of twelve 30-day months.
S-8
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The interest rate on the 2025 Notes is 2.950% per year, computed on the basis of a 360-day year of twelve 30-day months.
Date Interest Begins to Accrue on Notes
Interest will begin to accrue on the 2020 Notes on March 10, 2015.
Interest will begin to accrue on the 2022 Notes on March 10, 2015.
Interest will begin to accrue on the 2025 Notes on March 10, 2015.
Interest Payment Dates
Abbott will pay interest on the notes semi-annually on each March 15 and September 15 (each, an "interest payment date"). Interest payable on
each interest payment date will include interest accrued from March 10, 2015 or from the most recent interest payment date to which interest has
been paid or duly provided for.
First Interest Payment Date
September 15, 2015.
Regular Record Dates for Interest
Abbott will pay interest payable on any interest payment date to the person in whose name a note (or any predecessor note) is registered at the
close of business on March 1 or September 1, as the case may be, next preceding such interest payment date.
Paying Agent
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The trustee will initially be the securities registrar and paying agent. Abbott may at any time designate additional paying agents or rescind the
designations or approve a change in the offices where they act.
Redemption of the Notes
Abbott may redeem each series of the notes, at any time in whole or from time to time in part, at a redemption price equal to:
·
the greater of:
(1)
100% of the principal amount of the notes being redeemed, or
(2)
the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed,
discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at a rate equal to the Treasury Yield plus 10 basis points, in the case of the 2020 Notes, 12.5 basis points, in the case of the
2022 Notes, and 15 basis points, in the case of the 2025 Notes.
·
plus, in either case, accrued and unpaid interest, if any, to the redemption date on the principal amount of the notes being redeemed.
Notwithstanding the foregoing, if the 2025 notes are redeemed on or after December 15, 2024, the redemption price will be 100% of the
principal amount of the 2025 notes to be redeemed plus accrued and unpaid interest, if any, to the redemption date on the principal amount of the
2025 notes being redeemed.
S-9
Table of Contents
"Treasury Yield" means, with respect to any notes being redeemed, the yield to maturity implied by (i) the yields reported as of the third
business day prior to the redemption date, on (a) the Bloomberg Financial Markets News screen PX1 or the equivalent screen provided by
Bloomberg Financial Markets News, or (b) if such on-line market data is not at that time provided by Bloomberg Financial Markets News, on the
applicable pricing supplement opposite the caption "INVEST RATE" on Reuters on page USAUCTION10 or page USAUCTION11 (or any other
page as may replace that page on that service), in any case for actively traded U.S. Treasury securities having a maturity equal to the remaining
term of those notes as of the redemption date, or (ii) if such yields are not reported at that time or the yields reported as of that time are not
ascertainable (including by way of interpolation), the Treasury constant maturities yields reported, for the latest day for which such yields have
been so reported at that time, in (a) Federal Reserve Statistical Release H.15 (519) opposite the caption "U.S. government securities/Treasury
bills/secondary market" (or any comparable successor publication) or (b) if not yet published at that time, H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such yield, opposite the caption "U.S. government securities/Treasury
bills/secondary market," for actively traded U.S. Treasury securities having a constant maturity equal to the remaining term of those notes as of
such redemption date. Such implied yield will be determined, if necessary, by (x) converting U.S. Treasury bill quotations to bond-equivalent
yields in accordance with accepted financial practice and (y) interpolating linearly between (1) the actively traded U.S. Treasury security with a
maturity closest to and greater than the remaining term of those notes and (2) the actively traded U.S. Treasury security with a maturity closest to
and less than the remaining term of those notes.
If we exercise our right to redeem all or fewer than all of the notes, we will publish a notice in the manner described under the heading
"Description of Debt Securities--Book-Entry Securities" in the accompanying prospectus. Each notice of redemption will specify the provisions of
the notes under which the redemption is made, the date the notes will be redeemed, the place of payment and the estimated redemption price. If any
note is to be redeemed in part only, the notice of redemption will state the portion of the principal amount of the note to be redeemed and will state
that upon surrender of the note, a note or notes of the same series will be issued in principal amount equal to the unredeemed portion. If less than
all of the notes are to be redeemed, the trustee will select the numbers of notes to be redeemed in part in any manner the trustee deems fair and
appropriate. If we redeem only some of the notes, The Depository Trust Company's ("DTC") practice is to choose by lot the amount to be
redeemed from the notes held by each of its participating institutions. DTC will give notice to these participants, and these participants will give
notice to any "street name" holders of any beneficial interests in the notes according to arrangements among them. These notices may be subject to
statutory or regulatory requirements.
We will not be responsible for giving notice of redemption of the notes to anyone other than DTC. Owners of beneficial interests in a global
note will receive notice as described under the heading "Description of Debt Securities--Book-Entry Securities" in the accompanying prospectus.
If we deliver a notice of redemption in accordance with the indenture, the notes or portions of notes with respect to the notice will become due and
payable on the date and at the place of payment stated in the notice at the applicable redemption price, together with interest, if any, accrued to the
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date fixed for redemption, and on and after such date (unless we are in default in the payment of the notes at the redemption price, together with
interest, if any, accrued to such date) interest on the notes or portions of notes called for redemption will cease to accrue. Each series of the notes,
if not the subject of any early optional redemption, will be redeemed at their maturity at their principal amount plus any accrued and unpaid
interest.
Sinking Fund
There is no sinking fund.
S-10
Table of Contents
Defeasance
The notes are subject to Abbott's ability to choose "legal defeasance" and "covenant defeasance" as described under the caption "Description
of Debt Securities--Defeasance and Covenant Defeasance" in the accompanying prospectus.
Trading in DTC
Indirect holders trading their beneficial interests in the global securities through DTC must trade in DTC's same-day funds settlement system
and pay in immediately available funds.
Definitive Securities
A permanent global security is exchangeable for definitive notes registered in the name of any person other than DTC or its nominee, only if:
(a)
DTC notifies Abbott that it is unwilling or unable to continue as depositary for the global securities or, if at any time, DTC ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and Abbott does not appoint a successor
within 90 days;
(b)
in Abbott's discretion at any time, Abbott determines not to have all of the notes represented by the global securities and notifies the
trustee; or
(c)
an event of default, as described under the caption "Description of Debt Securities--Events of Default" in the accompanying
prospectus, has occurred and is continuing with respect to the notes.
Same-Day Settlement and Payment
The underwriters will make settlement for the notes in immediately available or same-day funds. So long as the notes are represented by the
global securities, Abbott will make all payments of principal and interest in immediately available funds.
Secondary trading in notes and debentures of corporate issuers is generally settled in clearinghouse or next-day funds. In contrast, so long as
the notes issued in this offering are represented by the global securities registered in the name of DTC or its nominee, the notes will trade in DTC's
Same-Day Funds Settlement System. DTC will require secondary market trading activity in the notes represented by the global securities to settle
in immediately available or same-day funds. Abbott cannot give any assurances as to the effect, if any, of settlement in same-day funds on trading
activity in the notes.
Global Securities
The notes will be represented by one or more global securities registered in the name of the nominee of DTC. Abbott will only issue the notes
in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Abbott will deposit the global securities with DTC or its
custodian and will register the global securities in the name of DTC's nominee. See "Description of Debt Securities--Book-Entry Securities" in the
accompanying prospectus. Indirect access to DTC's system is also available to other entities such as Clearstream Luxembourg, a société anonyme
("Clearstream Luxembourg") the Euroclear System ("Euroclear"), banks, brokers, dealers and trust companies (collectively, the "indirect
participants") that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are not
participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants.
Clearstream Luxembourg. Clearstream Luxembourg is incorporated under the laws of Luxembourg as a professional depositary. Clearstream
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