Obligation Abbott 4.75% ( US002824BG43 ) en USD

Abbott

100 % ▲

Etats-unis

US002824BG43 ( en USD )

4.75% par an ( paiement semestriel )

30/11/2036

Prospectus brochure de l'obligation Abbott US002824BG43 en USD 4.75%, échéance 30/11/2036

002824BG4

AA- ( Haute qualité )

A1 ( Qualité moyenne supérieure )

30/05/2025 ( Dans 151 jours )

Abbott Laboratories est une société multinationale américaine de dispositifs médicaux et de soins de santé.

L'Obligation émise par Abbott ( Etats-unis ) , en USD, avec le code ISIN US002824BG43, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2036

L'Obligation émise par Abbott ( Etats-unis ) , en USD, avec le code ISIN US002824BG43, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Abbott ( Etats-unis ) , en USD, avec le code ISIN US002824BG43, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 a2230293z424b5.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
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Title of Each Class of
Securities to be
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
Registered

Registered(1)

Price Per Unit

Offering Price

Registration Fee(2)(3)
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2.350% Notes due
2019

$2,850,000,000

99.902

2,847,207,000

329,991.29
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2.900% Notes due
2021

$2,850,000,000

99.823

2,844,955,500

329,730.34
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3.400% Notes due
2023

$1,500,000,000

99.529

1,492,935,000

173,031.17
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3.750% Notes due
2026

$3,000,000,000

99.256

2,977,680,000

345,113.11
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4.750% Notes due
2036

$1,650,000,000

99.360

1,639,440,000

190,011.10
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4.900% Notes due
2046

$3,250,000,000

99.221

3,224,682,500

373,740.70
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(1)
$2,850,000,000 aggregate principal amount of 2.350% Notes due 2019 will be issued. $2,850,000,000 aggregate principal
amount of 2.900% Notes due 2021 will be issued. $1,500,000,000 aggregate principal amount of 3.400% Notes due 2023 will be
issued. $3,000,000,000 aggregate principal amount of 3.750% Notes due 2026 will be issued. $1,650,000,000 aggregate principal
amount of 4.750% Notes due 2036 will be issued. $3,250,000,000 aggregate principal amount of 4.900% Notes due 2046 will be
issued.
(2)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(3)
Paid herewith.
Table of Contents
Prospectus Supplement
(To Prospectus dated March 5, 2015)
$15,100,000,000
Abbott Laboratories
$2,850,000,000 2.350% Notes due 2019
$2,850,000,000 2.900% Notes due 2021
$1,500,000,000 3.400% Notes due 2023
$3,000,000,000 3.750% Notes due 2026
$1,650,000,000 4.750% Notes due 2036
$3,250,000,000 4.900% Notes due 2046
We are offering $2,850,000,000 aggregate principal amount of 2.350% Notes due 2019 (the "2019 Notes"), $2,850,000,000 aggregate principal amount of 2.900% Notes due
2021 (the "2021 Notes"), $1,500,000,000 aggregate principal amount of 3.400% Notes due 2023 (the "2023 Notes"), $3,000,000,000 aggregate principal amount of 3.750% Notes due 2026 (the
"2026 Notes"), $1,650,000,000 aggregate principal amount of 4.750% Notes due 2036 (the "2036 Notes") and $3,250,000,000 aggregate principal amount of 4.900% Notes due 2046 (the "2046
Notes" and, together with the 2019 Notes, the 2021 Notes, the 2023 Notes, the 2026 Notes and the 2036 Notes, the "notes"). Interest on the 2019 Notes will be paid semi-annually in arrears on
May 22 and November 22 in each year and on the 2021 Notes, the 2023 Notes, the 2026 Notes, the 2036 Notes and the 2046 Notes semi-annually in arrears on May 30 and November 30 in
each year, commencing on May 22, 2017 in the case of the 2019 Notes, and on May 30, 2017, in the case of the 2021 Notes, the 2023 Notes, the 2026 Notes, the 2036 Notes and the 2046
Notes. The 2019 Notes will mature on November 22, 2019, the 2021 Notes will mature on November 30, 2021, the 2023 Notes will mature on November 30, 2023, the 2026 Notes will mature
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on November 30, 2026, the 2036 Notes will mature on November 30, 2036 and the 2046 Notes will mature on November 30, 2046. We may redeem some or all of the notes of each series at
any time at our option, in whole or from time to time in part. The redemption prices are discussed under the heading "Description of Notes--Redemption of the Notes--Optional Redemption."
If (x) the consummation of the St. Jude Medical Acquisition (as defined herein) does not occur on or before December 31, 2017 or (y) Abbott (as defined below) notifies the
trustee (as defined herein) that Abbott will not pursue the consummation of the St. Jude Medical Acquisition, Abbott will be required to redeem the 2019 Notes, the 2023 Notes, the 2026
Notes, the 2036 Notes and the 2046 Notes, in each case, then outstanding at a redemption price equal to 101% of the principal amount of the notes to be redeemed plus accrued and unpaid
interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein). The 2021 Notes are not subject to the Special Mandatory Redemption (as defined herein). See
"Description of Notes--Redemption of the Notes--Special Mandatory Redemption."
The notes will be our unsecured, unsubordinated debt obligations and will rank equally in right of payment with all of our other unsecured and unsubordinated debt
obligations from time to time outstanding.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement. You should also
consider the risk factors described in the documents incorporated by reference into this prospectus supplement and the accompanying
prospectus.
Proceeds, Before
Price to
Underwriting
Expenses, to

Public(1)

Discounts

Us(1)

Per 2019 Note

99.902%
0.250%
99.652%
Total

$
2,847,207,000
$
7,125,000
$
2,840,082,000
Per 2021 Note

99.823%
0.350%
99.473%
Total

$
2,844,955,500
$
9,975,000
$
2,834,980,500
Per 2023 Note

99.529%
0.400%
99.129%
Total

$
1,492,935,000
$
6,000,000
$
1,486,935,000
Per 2026 Note

99.256%
0.450%
98.806%
Total

$
2,977,680,000
$ 13,500,000
$
2,964,180,000
Per 2036 Note

99.360%
0.875%
98.485%
Total

$
1,639,440,000
$ 14,437,500
$
1,625,002,500
Per 2046 Note

99.221%
0.875%
98.346%
Total

$
3,224,682,500
$ 28,437,500
$
3,196,245,000
(1)
Plus accrued interest from November 22, 2016, if settlement occurs after that date.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. 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 November 22, 2016.
Joint Book-Running Managers

BofA Merrill Lynch
Barclays
Morgan Stanley
(All notes)
(All notes)
(All notes)
BNP PARIBAS
Citigroup
Deutsche Bank Securities

MUFG
SOCIETE GENERALE
(2046 Notes)
(2021 Notes)
(2023 Notes, 2026 Notes)
(2036 Notes)
(2019 Notes)
Senior Co-Managers

BNP PARIBAS
Citigroup
Deutsche Bank Securities
(2019 Notes, 2021 Notes, 2023 Notes, 2026 Notes,
(2019 Notes, 2023 Notes, 2026 Notes, 2036 Notes,
(2019 Notes, 2021 Notes, 2036 Notes, 2046 Notes)
2036 Notes)
2046 Notes)
MUFG

SOCIETE GENERALE
(2019 Notes, 2021 Notes, 2023 Notes, 2026 Notes, 2046 Notes)
(2021 Notes, 2023 Notes, 2026 Notes, 2036 Notes, 2046 Notes)
Co-Managers

HSBC
Standard Chartered Bank
Santander
Goldman, Sachs & Co.
The Williams Capital Group, L.P.
(All Notes)
(All Notes)
(All Notes)
(All Notes)
(All Notes)

BBVA
ING
Mizuho Securities
RBC Capital Markets
US Bancorp
(All Notes)
(All Notes)
(All Notes)
(All Notes)
(All Notes)

The date of this prospectus supplement is November 17, 2016.
Table of Contents
TABLE OF CONTENTS
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Prospectus Supplement

Page

About this Prospectus Supplement
S-1

Summary
S-2

Abbott Laboratories
S-5

Recent Developments
S-5

Risk Factors
S-7

Cautionary Statement Regarding Forward-Looking Statements
S-15

Unaudited Pro Forma Condensed Combined Financial Information
S-16

Use of Proceeds
S-30

Ratio of Earnings to Fixed Charges
S-31

Capitalization
S-32

Description of Notes
S-33

Certain U.S. Federal Income Tax Considerations
S-42

Underwriting
S-47

Legal Matters
S-52

Experts
S-52

Where You Can Find More Information
S-53
Prospectus

Page

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

13
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
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supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described in the section entitled "Where You
Can Find More Information" in this prospectus supplement.
We have not, and the underwriters have not, authorized any person to provide you with any information other than that 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 and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. 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.
Unless otherwise specified herein, 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
SUMMARY
This summary highlights selected information from this prospectus supplement, the accompanying prospectus or the documents incorporated by
reference and should be read together with the information contained in other parts of this prospectus supplement, in the accompanying prospectus and
in the documents incorporated by reference. You should read carefully the entire prospectus supplement, the accompanying prospectus, the documents
incorporated by reference and the other documents to which we refer for a more complete understanding of this offering. You should read "Risk
Factors" beginning on page S-7 of this prospectus supplement for more information about important risks that you should consider before buying the
notes to be issued in connection with this offering.
General (Page S-5)
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. See the section entitled "Abbott Laboratories."
Recent Developments (Page S-5)
On September 16, 2016, Abbott announced that it had entered into an agreement to sell Abbott Medical Optics, its vision care business, to
Johnson & Johnson for $4.325 billion in cash. The transaction is expected to close in the first quarter of 2017 and is subject to customary closing
conditions, including regulatory approvals.
Ratio of Earnings to Fixed Charges (Page S-31)
The following table sets forth our ratio of earnings to fixed charges for the periods indicated.

Fiscal Year Ended December 31,
Nine Months
Ended Sept. 30,
2016

2015

2014

2013

2012

2011
2.5

13.1
11.1
9.2
0.5
2.5
The Offering (Page S-33)
For a more complete description of the terms of the notes, see the section entitled "Description of Notes."
Issuer:

Abbott Laboratories

Securities Offered:
$2,850,000,000 aggregate principal amount of 2.350% Notes due 2019 (the "2019 Notes")

$2,850,000,000 aggregate principal amount of 2.900% Notes due 2021 (the "2021 Notes")
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$1,500,000,000 aggregate principal amount of 3.400% Notes due 2023 (the "2023 Notes")

$3,000,000,000 aggregate principal amount of 3.750% Notes due 2026 (the "2026 Notes")

$1,650,000,000 aggregate principal amount of 4.750% Notes due 2036 (the "2036 Notes")
S-2
Table of Contents

$3,250,000,000 aggregate principal amount of 4.900% Notes due 2046 (the "2046 Notes")

2019 Notes:

Interest Rate
2.350% per year, accruing from November 22, 2016

Interest Payment Dates
Semi-annually in arrears on May 22 and November 22 of each year, beginning May 22, 2017

2021 Notes:

Interest Rate
2.900% per year, accruing from November 22, 2016

Interest Payment Dates
Semi-annually in arrears on May 30 and November 30 of each year, beginning May 30, 2017

2023 Notes:

Interest Rate
3.400% per year, accruing from November 22, 2016

Interest Payment Dates
Semi-annually in arrears on May 30 and November 30 of each year, beginning May 30, 2017

2026 Notes:

Interest Rate
3.750% per year, accruing from November 22, 2016

Interest Payment Dates
Semi-annually in arrears on May 30 and November 30 of each year, beginning May 30, 2017

2036 Notes:

Interest Rate
4.750% per year, accruing from November 22, 2016

Interest Payment Dates
Semi-annually in arrears on May 30 and November 30 of each year, beginning May 30, 2017

2046 Notes:

Interest Rate
4.900% per year, accruing from November 22, 2016

Interest Payment Dates
Semi-annually in arrears on May 30 and November 30 of each year, beginning May 30, 2017

Ranking:
The notes will be Abbott's unsecured, unsubordinated debt obligations and will rank equally in
right of payment with all of Abbott's other unsecured and unsubordinated debt obligations from
time to time outstanding.

Use of Proceeds:
Abbott expects to use the net proceeds from the offering of the notes, together with cash on hand,
to fund the cash consideration payable by Abbott for the St. Jude Medical Acquisition and to pay
related expenses and for general corporate purposes, which may include, without limitation, the
repayment of indebtedness or the funding of other acquisitions.

Optional Redemption:
Abbott may redeem some or all of the notes of each series, at any time at its option in whole or
from time to time in part, at a redemption price equal to the sum of:
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· the greater of:
S-3
Table of Contents

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 (exclusive of interest accrued to the redemption date), discounted to
the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-
day months) at a rate equal to the Treasury Yield (as defined below in "Description of Notes--
Redemption of the Notes--Optional Redemption") plus 20 basis points, in the case of the 2019
Notes, 20 basis points, in the case of the 2021 Notes, 25 basis points, in the case of the 2023
Notes, 25 basis points, in the case of the 2026 Notes, 30 basis points, in the case of the 2036
Notes, and 30 basis points, in the case of the 2046 Notes.

· plus, in either case, accrued and unpaid interest, if any, to, but excluding, the redemption date
on the principal amount of the notes being redeemed.

Notwithstanding the foregoing, if the 2021 Notes are redeemed on or after October 30, 2021 (one
month prior to maturity date of the 2021 Notes), the 2023 Notes are redeemed on or after
September 30, 2023 (two months prior to maturity date of the 2023 Notes), the 2026 Notes are
redeemed on or after August 30, 2026 (three months prior to maturity date of the 2026 Notes),
the 2036 Notes are redeemed on or after May 30, 2036 (six months prior to maturity date of the
2036 Notes) or the 2046 Notes are redeemed on or after May 30, 2046 (six months prior to
maturity date of the 2046 Notes), the redemption price will be 100% of the principal amount of
the notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the
redemption date on the principal amount of the notes being redeemed. See the section entitled
"Description of Notes--Redemption of the Notes--Optional Redemption ."

Special Mandatory Redemption:
If (x) the consummation of the St. Jude Medical Acquisition does not occur on or before
December 31, 2017 or (y) Abbott notifies the trustee that Abbott will not pursue the
consummation of the St. Jude Medical Acquisition, Abbott will be required to redeem the 2019
Notes, the 2023 Notes, the 2026 Notes, the 2036 Notes and the 2046 Notes, in each case, then
outstanding at a redemption price equal to 101% of the principal amount of the notes to be
redeemed plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory
Redemption Date. The 2021 Notes are not subject to the Special Mandatory Redemption. See the
section entitled "Description of Notes--Redemption of the Notes--Special Mandatory
Redemption."
S-4
Table of Contents
Risk Factors:

An investment in the notes involves various risks and prospective investors should carefully
consider the matters discussed in the section entitled "Risk Factors" in this prospectus
supplement, as well as the other risks described in this prospectus supplement, the accompanying
prospectus and the documents incorporated and deemed to be incorporated by reference therein,
before making a decision to invest in the notes. See the section entitled "Where You Can Find
More Information."
ABBOTT LABORATORIES
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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.
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 Medical Optics segment, which Abbott agreed to sell on September 16, 2016, and the Diabetes
Care segment. See the section entitled "Recent Developments."
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 in this prospectus supplement or the accompanying prospectus, and you should not rely on any such information in
making an investment decision.
RECENT DEVELOPMENTS
On September 16, 2016, Abbott announced that it had entered into an agreement to sell Abbott Medical Optics, its vision care business, to
Johnson & Johnson for $4.325 billion in cash. Abbott's vision business has products in areas including cataract surgery, laser vision correction (LASIK)
and corneal care products (contact solution, eye drops, etc.). The transaction is expected to close in the first quarter of 2017 and is subject to customary
closing conditions, including regulatory approvals.
On October 18, 2016, Abbott and St. Jude Medical announced entry into an agreement in principle to sell certain products to Terumo
Corporation for a total of approximately $1.12 billion in a
S-5
Table of Contents
transaction aimed at obtaining certain regulatory approvals in the U.S. and certain foreign jurisdictions that are conditions precedent to completion of
the mergers contemplated by the St. Jude Medical Transaction Agreement (as defined below) (the "Divestiture"). Pursuant to the Divestiture, Terumo
would acquire St. Jude Medical's Angio-SealTM and FemoSealTM vascular closure products and Abbott's Vado® Steerable Sheath product. The
Divestiture is conditioned upon completion of the St. Jude Medical Acquisition (as defined below) and is expected to close promptly following
completion of the St. Jude Medical Acquisition. The Company and Abbott expect the St. Jude Medical Acquisition to be completed prior to year-end
2016. An agreement with respect to the Divestiture is still undergoing regulatory approval and has not yet been finalized.
S-6
Table of Contents
RISK FACTORS
Abbott's business is subject to uncertainties and risks. You should carefully consider and evaluate all of the information included below and
incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risk factors incorporated by reference from
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Abbott's most recent Annual Report on Form 10-K under the caption "Item 1A--Risk Factors" and Abbott's subsequent Quarterly Reports on Form 10-
Q, which are incorporated by reference herein, and the other information contained in this prospectus supplement or accompanying prospectus or
incorporated by reference herein, as updated by Abbott's subsequent filings under the Securities Exchange Act of 1934 (the "Exchange Act") which also
are incorporated by reference into this document. See the section entitled "Where You Can Find More Information."
Risks Relating to the Notes
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.
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.
S-7
Table of Contents
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 governing the notes 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 Sections 10.6 and 10.7 of the indenture governing the notes. 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 governing the
notes or 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
governing the notes.
The indenture governing the notes includes covenants that, among other things, limit our ability and the ability of our domestic subsidiaries to
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(i) incur, issue, assume or guarantee any indebtedness for borrowed money secured by a mortgage on any principal domestic property or any shares of
stock or debt of any domestic subsidiary without effectively providing that the notes be secured equally and ratably and (ii) enter into sale and leaseback
transactions with respect to principal domestic properties. However, as of September 30, 2016, neither we, nor any of our domestic subsidiaries, have
any property that constitutes a principal domestic property under the indenture governing the notes.
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 governing the notes.
The indenture governing the notes includes covenants that, among other things, limit our ability and the ability of our domestic subsidiaries to
(i) incur, issue, assume or guarantee any indebtedness for borrowed money secured by a mortgage on any principal domestic property or any shares of
stock or debt of any domestic subsidiary without effectively providing that the notes be secured equally and ratably and (ii) enter into sale and leaseback
transactions with respect to principal domestic properties. The indenture governing the notes provides that a principal domestic property means any
building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for
manufacturing, processing, research, warehousing or distribution and located in the United States of America (excluding its territories and 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, exceeds 2% of our consolidated net assets, other than any such building, structure or
other facility or a portion thereof (i) which is an air or water pollution control facility financed by state or local governmental obligations, or (ii) which
the chairman of the board of directors, the chief executive officer, an executive vice president, a senior vice president or a vice president, and the chief
financial officer, the treasurer, or an assistant treasurer, of Abbott determines 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 governing the notes, our chairman of the board of directors or any such 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
governing the notes.
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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
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 September 30, 2016, we did not have any significant secured debt outstanding. In certain circumstances, 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 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 to the extent of the collateral securing such debt.
The notes are structurally 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 structurally 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 September 30, 2016, assuming the St. Jude
Medical Acquisition had been consummated prior to such date and the anticipated incurrence and assumption and extinguishment of certain
indebtedness in connection therewith, but excluding the impact of the potential use of proceeds from the potential sale of St. Jude Medical's vascular
closure business to Terumo and the pending sale of Abbott's vision care business, our subsidiaries had approximately $5,914 million of outstanding
indebtedness (excluding intercompany debt and liabilities and accounts payable incurred in the ordinary course of business).
Risks Relating to the St. Jude Medical Acquisition
Completion of the St. Jude Medical Acquisition is subject to conditions and if these conditions are not satisfied or waived, the St. Jude Medical
Acquisition will not be completed.
The obligations of Abbott and St. Jude Medical to complete the St. Jude Medical Acquisition (as defined in the section entitled "Description of
Notes--Redemption of the Notes--Special Mandatory Redemption") are subject to the satisfaction or waiver of a number of conditions, including the
expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"),
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and all applicable filings, registrations, waiting periods (or extensions thereof) and approvals under each applicable competition law of specified
jurisdictions relating to the transactions contemplated by the St. Jude Medical Transaction Agreement (as defined in the section entitled "Description of
Notes--Redemption of the Notes--Special Mandatory Redemption") having been made, expired, terminated or obtained, as the case may be.
Additionally, among other things, completion of the St. Jude Medical Acquisition is conditioned on the accuracy of representations and warranties made
in the St. Jude Medical Transaction Agreement (subject to the materiality standards set forth therein), Abbott's and St. Jude Medical's performance of all
of their
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obligations under the St. Jude Medical Transaction Agreement in all material respects, the absence of an injunction or other order prohibiting the
St. Jude Medical Acquisition, the absence of a "Material Adverse Effect" (as defined in the St. Jude Medical Transaction Agreement) on the parties, the
absence of any stop order by the SEC with regards to Abbott's registration statement on Form S-4, which was declared effective by the SEC on
September 26, 2016, approval of the listing on the New York Stock Exchange ("NYSE") of the Abbott shares to be issued in the St. Jude Medical
Acquisition and the receipt by each of the parties of an opinion of nationally recognized outside counsel, dated as of the closing date, to the effect that
the St. Jude Medical Acquisition will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code (as defined
herein).
The failure to satisfy all of the required conditions in the St. Jude Medical Transaction Agreement could delay the completion of the St. Jude
Medical Acquisition for a significant period of time or prevent it from occurring. Any delay in completing the St. Jude Medical Acquisition could cause
Abbott not to realize some or all of the benefits that Abbott expects to achieve if the St. Jude Medical Acquisition is successfully completed within the
expected timeframe. There can be no assurance that the conditions to the closing of the St. Jude Medical Acquisition will be satisfied or waived or that
the St. Jude Medical Acquisition will be completed.
In order to complete the St. Jude Medical Acquisition, Abbott and St. Jude Medical must make certain governmental filings and obtain certain
governmental authorizations, and if such filings and authorizations are not made or granted or are granted with conditions, completion of the
St. Jude Medical Acquisition may be jeopardized or the anticipated benefits of the St. Jude Medical Acquisition could be reduced or not realized.
Although Abbott and St. Jude Medical have agreed in the St. Jude Medical Transaction Agreement to use their reasonable best efforts, subject
to certain limitations, to make certain governmental filings and obtain the required expiration or termination of the waiting period under the HSR Act,
there can be no assurance that the respective governmental authorities will approve of the St. Jude Medical Acquisition. Under the terms of the St. Jude
Medical Transaction Agreement, subject to certain exceptions, Abbott and St. Jude Medical are required to accept certain conditions and take certain
actions imposed by governmental authorities that would apply to, or affect, the businesses, assets or properties of Abbott or St. Jude Medical. There can
be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions
will not have the effect of (i) delaying completion of the St. Jude Medical Acquisition, (ii) imposing additional material costs on or materially limiting
the revenues of the combined company following the St. Jude Medical Acquisition, or (iii) otherwise adversely affecting the combined company's
business and results of operations after completion of the St. Jude Medical Acquisition. In addition, we can provide no assurance that these conditions,
terms, obligations or restrictions will not result in the delay or abandonment of the St. Jude Medical Acquisition.
If we do not complete the St. Jude Medical Acquisition on or prior to December 31, 2017, or if we notify the trustee that we will not pursue the
consummation of the St. Jude Medical Acquisition, we will be required to redeem the 2019 Notes, the 2023 Notes, the 2026 Notes, the 2036 Notes
and the 2046 Notes, in each case, then outstanding and may not have or be able to obtain all the funds necessary to redeem such notes. In addition,
if we are required to redeem any notes, you may not obtain your expected return on the redeemed notes.
We may not be able to consummate the St. Jude Medical Acquisition within the timeframe specified in the section entitled "Description of
Notes--Redemption of the Notes--Special Mandatory Redemption." Our ability to consummate the St. Jude Medical Acquisition is subject to various
closing conditions, many of which are beyond our control, and we may not be able to consummate the St. Jude Medical Acquisition.
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If (x) the consummation of the St. Jude Medical Acquisition does not occur on or before December 31, 2017 or (y) Abbott notifies the trustee
that Abbott will not pursue the consummation of the St. Jude Medical Acquisition, Abbott will be required to redeem the 2019 Notes, the 2023 Notes,
the 2026 Notes, the 2036 Notes and the 2046 Notes, in each case, then outstanding at a redemption price equal to 101% of the principal amount of the
notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding the Special Mandatory Redemption Date. However, there is no escrow
account or security interest for the benefit of the noteholders and it is possible that we will not have sufficient financial resources available to satisfy our
obligations to redeem the notes required to be redeemed in connection with the Special Mandatory Redemption. In addition, even if we are able to
redeem the notes pursuant to the provisions relating to the Special Mandatory Redemption you may not obtain your expected return on the notes to be
redeemed in connection therewith and may not be able to reinvest the proceeds from the Special Mandatory Redemption in an investment that results in
a comparable return. Your decision to invest in the notes is made at the time of the offering of the notes. You will have no rights under the provisions
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