雅培美股招股说明书(2026-02-25版)

$1,000,000,000 Floating Rate Notes due 2029$2,250,000,000 3.700% Notes due 2029$2,500,000,000 4.000% Notes due 2031$2,750,000,000 4.300% Notes due 2033$3,750,000,000 4.650% Notes due 2036$2,000,000,000 4.750% Notes due 2038$3,750,000,000 5.500% Notes due 2056$2,000,000,000 5.600% Notes due 2066 Abbott Laboratories (“Abbott” or the “Company”) is offering $1,000,000,000 aggregate principal amount of Floating RateNotes due 2029 (the “Floating Rate Notes”), $2,250,000,000 aggregate principal amount of 3.700% Notes due 2029 (the “2029Notes”), $2,500,000,000 aggregate principal amount of 4.000% Notes due 2031 (the “2031Notes”), $2,750,000,000 aggregateprincipal amount of 4.300% Notes due 2033 (the “2033 Notes”), $3,750,000,000 aggregate principal amount of 4.650% Notesdue 2036 (the “2036 Notes”), $2,000,000,000 aggregate principal amount of 4.750% Notes due 2038 (the “2038 Notes”),$3,750,000,000 aggregate principal amount of 5.500% Notes due 2056(the “2056 Notes”) and $2,000,000,000 aggregateprincipal amount of 5.600% Notes due 2066 (the “2066 Notes” and, together with the 2029 Notes, 2031 Notes, 2033 Notes,2036 Notes, 2038 Notes and 2056 Notes, the “Fixed Rate Notes” and the Fixed Rate Notes together with the Floating RateNotes, the “notes”). The Floating Rate Notes will bear interest at a floating rate equal to a benchmark rate, which will initiallybe Compounded SOFR (as defined herein), plus a spread of 0.500% per annum. Interest on the Floating Rate Notes will be paidon each March9, June 9, September 9 and December 9, commencing on June9, 2026. Interest on the 2029 Notes will be paidsemi-annually in arrears on March 9 and September 9 in each year, commencing on September 9, 2026. Interest on the 2031Notes, 2033 Notes, 2036 Notes, 2038 Notes, 2056 Notes and 2066 Notes will be paid semi-annually in arrears on March15 andSeptember15 in each year, commencing on September15, 2026. The Floating Rate Notes will mature on March9, 2029, the2029 Notes will mature on March9, 2029, the 2031 Notes will mature on March15, 2031, the 2033 Notes will mature onMarch15, 2033, the 2036 Notes will mature on March15, 2036, the 2038 Notes will mature on March15, 2038, the 2056Noteswill mature on March15, 2056, and the 2066 Notes will mature on March15, 2066. We may redeem some or all of the FixedRate Notes of each series at any time at our option, in whole or from time to time in part. The redemption prices are discussedunder the heading “Description of Notes— Redemption of the Notes— Optional Redemption.” On November19, 2025, we entered into an Agreement and Plan of Merger (as it may be amended, supplemented, restatedor otherwise modified from time to time, the “Merger Agreement”) with Exact Sciences Corporation, a Delaware corporation(“Exact Sciences”), and Badger Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Abbott (“MergerSub”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with andinto Exact Sciences (the “Merger”), with Exact Sciences surviving the Merger as a direct, wholly owned subsidiary of Abbott.Absent a Special Mandatory Redemption (as defined herein), we intend to use the net proceeds from this offering, together withcash on hand and/or additional borrowings (which may include, among other things, issuances of commercial paper), to fund theconsideration for the Exact Sciences Acquisition (as defined herein), to repay certain indebtedness of Exact Sciences, to payrelated fees and expenses, and for general corporate purposes, which may include, without limitation, the repayment ofindebtedness. See the section entitled “Use of Proceeds.” In the event that (x)the Exact Sciences Acquisition is notconsummated on or prior to the date that is five (5)business days after the later of (i)February17, 2027 or (ii)any later date asthe parties to the Merger Agreement may agree as the “End Date” thereunder or (y)we notify the trustee in writing that we willnot pursue the consummation of the Exact Sciences Acquisition, we will be required to redeem the notes then outstanding at aredemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest, if any, to, butexcluding, the Special Mandatory Redemption Date (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 ourother unsecured and unsubordinated debt obligations from time to time outstanding. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY ORADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATIONTO THE CONTRARY IS A CRIMINAL OFFENSE. The notes will not be listed on any national securities exchange. Currently, there are