ABBOTT LABORATORIES — Capital/Financing Update 2016

Nov 17, 2016

FWP 1 a16-21553_3fwp.htm FWP

*Filed Pursuant to Rule 433*

*Dated November 17, 2016*

*Registration Statement No. 333-202508*

FINAL TERM SHEET

2.350% Notes due 2019

Issuer:	Abbott Laboratories
Principal Amount:	$2,850,000,000
Coupon:	2.350%
Maturity:	November 22, 2019
Price to Public:	99.902% plus accrued interest, if any, from November 22, 2016
Yield to maturity:	2.384%
Benchmark Treasury:	1.000% due November 15, 2019
Spread to Benchmark Treasury:	+105 bps
Treasury Price and Yield:	99-00 ¾ / 1.334%
Coupon Dates:	Semiannually on May 22 and November 22
First Coupon:	May 22, 2017
Settlement Date:	November 22, 2016
Optional Redemption Provisions:	Abbott may redeem the notes, at any time at its option, in whole or from time to time in part, at a redemption price equal to the sum of: 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 20 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date on the principal amount of the notes being redeemed.
Special Mandatory	As described in the Preliminary Prospectus Supplement dated

1

SEQ.=1,FOLIO='1',FILE='C:\JMS\108645\16-21553-3\task8176654\21553-3-bi-01.htm',USER='108645',CD='Nov 18 06:18 2016'

Redemption Provisions:	November 17, 2016.
CUSIP:	002824 BC3
Joint Bookrunning Managers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Morgan Stanley & Co. LLC SG Americas Securities, LLC
Co-Managers:	BNP Paribas Securities Corp. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. MUFG Securities Americas Inc. Santander Investment Securities Inc. HSBC Securities (USA) Inc. Standard Chartered Bank Goldman, Sachs & Co. BBVA Securities Inc. ING Financial Markets LLC Mizuho Securities USA Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. The Williams Capital Group, L.P.

*The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated, at 1-800-294-1322, Barclays Capital Inc. at (888) 603-5847, or Morgan Stanley & Co. LLC, toll-free at (866) 718-1649.*

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\108645\16-21553-3\task8176654\21553-3-bi-01.htm',USER='108645',CD='Nov 18 06:18 2016'

FINAL TERM SHEET

2.900% Notes due 2021

Issuer:	Abbott Laboratories
Principal Amount:	$2,850,000,000
Coupon:	2.900%
Maturity:	November 30, 2021
Price to Public:	99.823% plus accrued interest, if any, from November 22, 2016
Yield to maturity:	2.938%
Benchmark Treasury:	1.250% due October 31, 2021
Spread to Benchmark Treasury:	+120 bps
Treasury Price and Yield:	97-22 ¼ / 1.738%
Coupon Dates:	Semiannually on May 30 and November 30
First Coupon:	May 30, 2017
Settlement Date:	November 22, 2016
Optional Redemption Provisions:	Abbott may redeem the notes, at any time at its option, in whole or from time to time in part, at a redemption price equal to the sum of: 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 20 basis points, 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 notes are redeemed on or after October 30, 2021, 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.
CUSIP:	002824 BD1

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\108645\16-21553-3\task8176654\21553-3-bi-01.htm',USER='108645',CD='Nov 18 06:18 2016'

Joint Bookrunning Managers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Morgan Stanley & Co. LLC Citigroup Global Markets Inc.
Co-Managers:	BNP Paribas Securities Corp. Deutsche Bank Securities Inc. SG Americas Securities, LLC MUFG Securities Americas Inc. Santander Investment Securities Inc. HSBC Securities (USA) Inc. Standard Chartered Bank Goldman, Sachs & Co. BBVA Securities Inc. ING Financial Markets LLC Mizuho Securities USA Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. The Williams Capital Group, L.P.

*The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated, at 1-800-294-1322, Barclays Capital Inc. at (888) 603-5847, or Morgan Stanley & Co. LLC, toll-free at (866) 718-1649.*

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\108645\16-21553-3\task8176654\21553-3-bi-01.htm',USER='108645',CD='Nov 18 06:18 2016'

FINAL TERM SHEET

3.400% Notes due 2023

Issuer:	Abbott Laboratories
Principal Amount:	$1,500,000,000
Coupon:	3.400%
Maturity:	November 30, 2023
Price to Public:	99.529% plus accrued interest, if any, from November 22, 2016
Yield to maturity:	3.476%
Benchmark Treasury:	1.625% due October 31, 2023
Spread to Benchmark Treasury:	+140 bps
Treasury Price and Yield:	97-03 / 2.076%
Coupon Dates:	Semiannually on May 30 and November 30
First Coupon:	May 30, 2017
Settlement Date:	November 22, 2016
Optional Redemption Provisions:	Abbott may redeem the notes, at any time at its option, in whole or from time to time in part, at a redemption price equal to the sum of: 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 25 basis points, 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 notes are redeemed on or after September 30, 2023, 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.
Special Mandatory	As described in the Preliminary Prospectus Supplement dated

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\108645\16-21553-3\task8176654\21553-3-bi-01.htm',USER='108645',CD='Nov 18 06:18 2016'

Redemption Provisions:	November 17, 2016.
CUSIP:	002824 BE9
Joint Bookrunning Managers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Morgan Stanley & Co. LLC Deutsche Bank Securities Inc.
Co-Managers:	BNP Paribas Securities Corp. Citigroup Global Markets Inc. SG Americas Securities, LLC MUFG Securities Americas Inc. Santander Investment Securities Inc. HSBC Securities (USA) Inc. Standard Chartered Bank Goldman, Sachs & Co. BBVA Securities Inc. ING Financial Markets LLC Mizuho Securities USA Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. The Williams Capital Group, L.P.

*The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated, at 1-800-294-1322, Barclays Capital Inc. at (888) 603-5847, or Morgan Stanley & Co. LLC, toll-free at (866) 718-1649.*

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\108645\16-21553-3\task8176654\21553-3-bi-01.htm',USER='108645',CD='Nov 18 06:18 2016'

FINAL TERM SHEET

3.750% Notes due 2026

Issuer:	Abbott Laboratories
Principal Amount:	$3,000,000,000
Coupon:	3.750%
Maturity:	November 30, 2026
Price to Public:	99.256% plus accrued interest, if any, from November 22, 2016
Yield to maturity:	3.840%
Benchmark Treasury:	2.000% due November 15, 2026
Spread to Benchmark Treasury:	+155 bps
Treasury Price and Yield:	97-13+ / 2.290%
Coupon Dates:	Semiannually on May 30 and November 30
First Coupon:	May 30, 2017
Settlement Date:	November 22, 2016
Optional Redemption Provisions:	Abbott may redeem the notes, at any time at its option, in whole or from time to time in part, at a redemption price equal to the sum of: 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 25 basis points, 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 notes are redeemed on or after August 30, 2026, 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.
Special Mandatory	As described in the Preliminary Prospectus Supplement dated

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\105330\16-21553-3\task8176656\21553-3-bi-03.htm',USER='105330',CD='Nov 18 06:20 2016'

Redemption Provisions:	November 17, 2016.
CUSIP:	002824 BF6
Joint Bookrunning Managers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Morgan Stanley & Co. LLC Deutsche Bank Securities Inc.
Co-Managers:	BNP Paribas Securities Corp. Citigroup Global Markets Inc. SG Americas Securities, LLC MUFG Securities Americas Inc. Santander Investment Securities Inc. HSBC Securities (USA) Inc. Standard Chartered Bank Goldman, Sachs & Co. BBVA Securities Inc. ING Financial Markets LLC Mizuho Securities USA Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. The Williams Capital Group, L.P.

*The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated, at 1-800-294-1322, Barclays Capital Inc. at (888) 603-5847, or Morgan Stanley & Co. LLC, toll-free at (866) 718-1649.*

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\105330\16-21553-3\task8176656\21553-3-bi-03.htm',USER='105330',CD='Nov 18 06:20 2016'

FINAL TERM SHEET

4.750% Notes due 2036

Issuer:	Abbott Laboratories
Principal Amount:	$1,650,000,000
Coupon:	4.750%
Maturity:	November 30, 2036
Price to Public:	99.360% plus accrued interest, if any, from November 22, 2016
Yield to maturity:	4.800%
Benchmark Treasury:	2.250% due August 15, 2046
Spread to Benchmark Treasury:	+175 bps
Treasury Price and Yield:	84-14 / 3.050%
Coupon Dates:	Semiannually on May 30 and November 30
First Coupon:	May 30, 2017
Settlement Date:	November 22, 2016
Optional Redemption Provisions:	Abbott may redeem the notes, at any time at its option, in whole or from time to time in part, at a redemption price equal to the sum of: 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 30 basis points, 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 notes are redeemed on or after May 30, 2036, 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.
Special Mandatory	As described in the Preliminary Prospectus Supplement dated

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\105330\16-21553-3\task8176656\21553-3-bi-03.htm',USER='105330',CD='Nov 18 06:20 2016'

Redemption Provisions:	November 17, 2016.
CUSIP:	002824 BG4
Joint Bookrunning Managers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Morgan Stanley & Co. LLC MUFG Securities Americas Inc.
Co-Managers:	BNP Paribas Securities Corp. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. SG Americas Securities, LLC Santander Investment Securities Inc. HSBC Securities (USA) Inc. Standard Chartered Bank Goldman, Sachs & Co. BBVA Securities Inc. ING Financial Markets LLC Mizuho Securities USA Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. The Williams Capital Group, L.P.

*The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated, at 1-800-294-1322, Barclays Capital Inc. at (888) 603-5847, or Morgan Stanley & Co. LLC, toll-free at (866) 718-1649.*

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\105330\16-21553-3\task8176656\21553-3-bi-03.htm',USER='105330',CD='Nov 18 06:20 2016'

FINAL TERM SHEET

4.900% Notes due 2046

Issuer:	Abbott Laboratories
Principal Amount:	$3,250,000,000
Coupon:	4.900%
Maturity:	November 30, 2046
Price to Public:	99.221% plus accrued interest, if any, from November 22, 2016
Yield to maturity:	4.950%
Benchmark Treasury:	2.250% due August 15, 2046
Spread to Benchmark Treasury:	+190 bps
Treasury Price and Yield:	84-14 / 3.050%
Coupon Dates:	Semiannually on May 30 and November 30
First Coupon:	May 30, 2017
Settlement Date:	November 22, 2016
Optional Redemption Provisions:	Abbott may redeem the notes, at any time at its option, in whole or from time to time in part, at a redemption price equal to the sum of: 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 30 basis points, 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 notes are redeemed on or after May 30, 2046, 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.
Special Mandatory	As described in the Preliminary Prospectus Supplement dated

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\105330\16-21553-3\task8176656\21553-3-bi-03.htm',USER='105330',CD='Nov 18 06:20 2016'

Redemption Provisions:	November 17, 2016.
CUSIP:	002824 BH2
Joint Bookrunning Managers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Morgan Stanley & Co. LLC BNP Paribas Securities Corp.
Co-Managers:	Citigroup Global Markets Inc. Deutsche Bank Securities Inc. SG Americas Securities, LLC MUFG Securities Americas Inc. Santander Investment Securities Inc. HSBC Securities (USA) Inc. Standard Chartered Bank Goldman, Sachs & Co. BBVA Securities Inc. ING Financial Markets LLC Mizuho Securities USA Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. The Williams Capital Group, L.P.

*The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated, at 1-800-294-1322, Barclays Capital Inc. at (888) 603-5847, or Morgan Stanley & Co. LLC, toll-free at (866) 718-1649.*

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\105330\16-21553-3\task8176656\21553-3-bi-03.htm',USER='105330',CD='Nov 18 06:20 2016'