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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400 U.S.A.

On the Cover: Valcote ER

Natalia Vilches Salas, Santiago, Chile

    Civil Engineering student Natalia Vilches Salas (front) doesn't let epilepsy stand in the way of her active life and busy school schedule. She takes Abbott's Valcote to help control her symptoms, allowing her to pursue the the things she loves, like playing the guitar, hiking the Andes Mountains and kayaking with her friend, Daniela Palma Carrasco.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

YOUR VOTE IS IMPORTANT

Please sign and promptly return your proxy
in the enclosed envelope, or vote your
shares by telephone or using the Internet.

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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 29, 2016

The Annual Meeting of the Shareholders of Abbott Laboratories will be held at Abbott's headquarters, 100 Abbott Park Road, at the intersection of Route 137 and Waukegan Road, Lake County, Illinois, on Friday, April 29, 2016, at 9:00 a.m. for the following purposes:

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To elect 11 directors to hold office until the next Annual Meeting or until their successors are elected (Item 1 on the proxy card),



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To ratify the appointment of Ernst & Young LLP as auditors of Abbott for 2016 (Item 2 on the proxy card),



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To vote on an advisory vote on the approval of executive compensation (Item 3 on proxy card), and



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To transact such other business as may properly come before the meeting.

The Board of Directors recommends that you vote FOR Items 1, 2, and 3 on the proxy card.

The close of business on March 2, 2016, has been fixed as the record date for determining the shareholders entitled to receive notice of and to vote at the Annual Meeting.

Abbott's 2016 Proxy Statement and 2015 Annual Report to Shareholders are available at www.abbott.com/proxy.

If you are a registered shareholder, you may access your proxy card by either:

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Going to the following website: www.investorvote.com/abt, entering the information requested on your computer screen and then following the simple instructions, or



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Calling (in the United States, U.S. territories, and Canada) toll-free 1-800-652-VOTE (8683) on a touch-tone telephone, and following the simple instructions provided by the recorded message.

By order of the Board of Directors.

Hubert L. Allen
Secretary

March 18, 2016

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PROXY SUMMARY

This summary contains highlights about Abbott and the upcoming 2016 Annual Meeting of Shareholders. This summary does not contain all of the information that you should consider in advance of the meeting, and we encourage you to read the entire proxy statement carefully before voting.

The accompanying proxy is solicited on behalf of the Board of Directors for use at the Annual Meeting of Shareholders. The meeting will be held on April 29, 2016, at Abbott's headquarters, 100 Abbott Park Road, at the intersection of Route 137 and Waukegan Road, Lake County, Illinois. This proxy statement and the accompanying proxy card are being mailed to shareholders on or about March 18, 2016.

Abbott's investment identity is one of long-term diversified growth and increasing returns to shareholders. Over the last 5 years, Abbott has delivered a cumulative total shareholder return (TSR) of 123%, significantly outperforming both the Standard & Poor's 500 Index (S&P 500) and the Dow Jones Industrial Average (DJIA) over that same time horizon.

5-YEAR TSR*: LONG-TERM GROWTH
Over the past 5 years, Abbott has outperformed both major stock market indices

*

Source: Thomson Reuters. Thomson Reuters applied an adjustment factor to adjust Abbott historical share prices prior to and up through December 31, 2012 to account for the AbbVie Inc. (AbbVie) separation, which was effective on January 1, 2013. To accurately reflect the TSR created by Abbott since the AbbVie separation, Abbott uses the daily dividend reinvestment methodology to calculate TSR. Other financial data providers may use different methodologies to adjust for the AbbVie separation, which may produce different results.

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Abbott is well-established with a decades-long presence in the world's largest markets with 50% of its revenue from faster-growing emerging geographies and 50% from more developed economies. Abbott also has a beneficial balance between different types of payers which is evenly divided between traditional healthcare payers and direct consumers.

The four principal businesses that compose Abbott are leaders in large, attractive markets and aligned with favorable, long-term healthcare trends. These businesses operate in different sectors of the overall healthcare market: nutritionals, pharmaceuticals, diagnostics, and innovation-driven medical devices. Our presence and expertise in these sectors allow us to create new solutions across the spectrum of health and for all stages of life that help people live their best lives through better health. The breadth and balance of our business and product portfolio enable us to help more people, in more places, and increase our stability in an ever-changing world.

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Continuing operations exclude the businesses sold in the first quarter of 2015: Abbott's developed markets branded generics business and Animal Health business.

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The Board of Directors regularly monitors best practices in governance and adopts measures that it determines are in the best interest of Abbott and its shareholders. Highlights of our governance practices include:

BOARD OF DIRECTORS

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10 of 11 directors are independent



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All directors elected annually



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Independent lead director since 2005



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No former employees serve as directors



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Executive sessions of independent directors at each regularly scheduled Board meeting



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97% average attendance of all directors at Board and committee meetings in 2015



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Annual succession planning for management



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Annual Board and Board committee self-assessments



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Adopted a proxy access policy in 2015

Our independent directors bring diverse and relevant skills, experience, and perspectives.

SHAREHOLDER INTERESTS

We actively engage with our shareholders throughout the year to understand and consider issues that matter most to them.

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During 2015, we conducted outreach with a cross-section of shareholders representing more than 40% of our outstanding shares.



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We hold an annual "Say on Pay" advisory vote to approve executive compensation.



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Abbott's Public Policy Committee oversees corporate political contributions, legal and regulatory compliance, and healthcare compliance.

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As an innovative, responsible, and sustainable business, Abbott serves an important role in building a healthy society. We strive to foster economic, environmental, and social well-being everywhere we operate, in everything we do, and in partnership with others.

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For the third consecutive year, Abbott was named the leading company in its industry by the Dow Jones Sustainability Index (DJSI). This was the 11th consecutive year that Abbott was recognized for sustainability leadership through its inclusion on the DJSI, including both the Dow Jones Sustainability World Index and the Dow Jones Sustainability North America Index.



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Abbott was ranked No. 1 for Social Responsibility in its industry sector (Medical Products and Equipment) on the Fortune Most Admired Companies list in 2014 and 2015.



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Abbott has been included in the global 100 Best Corporate Citizens list compiled by Corporate Responsibility magazine for seven consecutive years, 2009 to 2015.



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Abbott has set 2020 goals to significantly reduce its environmental impacts in the areas of carbon dioxide emissions, total water intake, and total waste generated.

To learn more about Abbott's sustainability efforts, please visit www.abbott.com/citizenship.

Our investors compare us to other global multinational companies, not necessarily in healthcare. These companies share similar characteristics that are aligned with our investment identity of diversified growth and returns to shareholders.

Therefore, our peer group was selected to strike the appropriate balance between size (both revenues and market capitalization), similar return profiles, geographic breadth, and management and operating structure. The peer group purposely includes companies that are outside the healthcare industry.

After the separation with AbbVie on January 1, 2013, the peer group excludes companies that focus primarily on proprietary pharmaceuticals. It also excludes companies whose revenues are predominantly derived from the U.S. as well as small non-diverse healthcare companies. Our investors tell us that these companies are not viable peers.

In selecting our peer group for performance and compensation benchmarking, we considered:

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Globally diverse manufacturing-driven organizations with significant international operations



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Consumer-facing organizations



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Similar financial and operating measures, including market capitalization, revenue, and number of employees



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Similar return of cash profiles, including dividends and share repurchases



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Similar geographic mix of revenues and profits

See pages 30 through 32 for additional details on our peer group, especially in regard to the treatment of our peer group by Institutional Shareholder Services.

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RELATIVE PERFORMANCE

In 2015, Abbott achieved another strong year of financial results and returns. Operational sales, which excludes the impact of foreign exchange, increased 9.1% and adjusted diluted earnings per share (EPS), excluding specified items, increased 8.6% vs. 2014, notably outpacing our peer group averages.

Abbott also continued to deliver strong total shareholder return (TSR) relative to its peer group with 5-year performance ranked at the 83^rd percentile.

See Annex I for a reconciliation of GAAP and non-GAAP financial measures.

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In 2015, we received 96% shareholder support for our annual advisory vote on "Say on Pay" demonstrating strong support for our approach to executive compensation. We continue to evolve our compensation program based upon feedback we receive during our ongoing shareholder outreach, as well as continual review of market practices. We implemented the following features to strengthen the alignment between the interests of our executive officers and shareholders.

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

The compensation program for our executive officers includes key features that align the interests of our executive officers with our business strategies and goals, as well as the interests of our shareholders. The program does not include features that could misalign these interests.

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COMPENSATION DECISIONS FOR 2015 NEO PROXY DISCLOSURES

Compensation for named executive officers (NEO) is determined by the Compensation Committee based on Company performance relative to our peer group, officer performance relative to goals, and compensation levels relative to our peer group. Over 80% of our NEO compensation is based on performance. The compensation decisions reflected in this proxy summary are detailed in the Compensation Discussion and Analysis (CD&A) section of the proxy statement. In summary, the Committee decided to:

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Pay executive officers 2015 annual incentives ranging from 54% to 121% of target, with an average of 89% of target.



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Grant executive officer long-term incentive (LTI) awards in February 2015 ranging from 90% to 125% of guideline, with an average of 104% of guideline.

OVERVIEW OF CHANGES TO INCENTIVE PROCESSES

During 2015, we made several changes to our incentive processes in response to shareholder feedback received after the LTI awards described in this proxy statement were granted. While we are not required to disclose the updates to our LTI process until our 2017 proxy statement, we have included the changes to both our short-term and our long-term incentive process in this proxy statement to illustrate our responsiveness to our shareholders' feedback. The details of these changes are shown in the CD&A and summarized below.

Annual Incentive for 2015, paid in February 2016 and shown in this proxy statement

The annual incentive plan was revised to:

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Add a funding trigger of earnings per share (EPS). The EPS goal must be achieved in order for officers to receive a payout from the plan.



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Evaluate officers against four specific, documented criteria (Sales Growth, Financial Return, Strategic Initiatives, and Leadership). The weightings for the criteria vary based on each executive's role.

Additional details can be found on pages 32 and 33.

Preview of February 2016 LTI Grants, required to be included in our 2017 proxy statement

As in prior years, LTI guidelines were set based upon Abbott's 1-, 3-, and 5-year TSR relative to its peers. These guidelines were then adjusted based upon individual officer performance, as in the past.

For the 2016 grants, the individual officer assessment focused on rewarding sustained performance over a three-year period (2013-2015) by scoring each officer's achievements in three categories (Sales and Market Share Growth, Margin Contribution, and Strategic Milestones) for those three years. With these changes, our LTI plan uses different measures and different measurement periods than those used for our annual incentive plan. These changes were made based on feedback from our shareholders.

Additional details can be found on page 35.

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INFORMATION ABOUT THE ANNUAL MEETING

Who Can Vote

Shareholders of record at the close of business on March 2, 2016 will be entitled to notice of and to vote at the Annual Meeting. As of January 31, 2016, Abbott had 1,473,241,861 outstanding common shares, which are Abbott's only outstanding voting securities. All shareholders have cumulative voting rights in the election of directors and one vote per share on all other matters.

Notice and Access

In accordance with the Securities and Exchange Commission's "Notice and Access" rules, Abbott mailed a Notice of Internet Availability of Proxy Materials (the "Notice") to certain shareholders in mid-March of 2016. The Notice describes the matters to be considered at the Annual Meeting and how the shareholders can access the proxy materials online. It also provides instructions on how those shareholders can vote their shares. If you received the Notice, you will not receive a print version of the proxy materials, unless you request one. If you would like to receive a print version of the proxy materials, free of charge, please follow the instructions on the Notice.

Cumulative Voting

Cumulative voting allows a shareholder to multiply the number of shares owned by the number of directors to be elected and to cast the total for one nominee or distribute the votes among the nominees, as the shareholder desires. Shareholders may not cumulate their votes against a nominee. If shares are voted cumulatively and there are more nominees than there are director vacancies, nominees who receive the greatest number of votes will be elected. If you wish to cumulate your votes, you must sign and mail in your proxy card or attend the Annual Meeting.

Voting by Proxy

All of Abbott's shareholders may vote by mail or at the Annual Meeting. Abbott's By-Laws provide that a shareholder may authorize no more than two persons as proxies to attend and vote at the meeting. Most of Abbott's shareholders may also vote their shares by telephone or the Internet. If you vote by telephone or the Internet, you do not need to return your proxy card. The instructions for voting can be found with your proxy card or on the Notice.

Revoking a Proxy

You may revoke your proxy by voting in person at the Annual Meeting or, at any time prior to the meeting:

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by delivering a written notice to the Secretary of Abbott,



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by delivering an authorized proxy with a later date, or



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by voting by telephone or the Internet after you have given your proxy.

Discretionary Voting Authority

Unless authority is withheld in accordance with the instructions on the proxy, the persons named in the proxy will vote the shares covered by proxies they receive to elect the 11 nominees named in Item 1 on the proxy card. Should a nominee become unavailable to serve, the shares will be voted for a substitute designated by the Board of Directors, or for fewer than 11 nominees if, in the judgment of the proxy holders, such action is necessary or desirable. The persons named in the proxy may also decide to vote shares cumulatively in their sole discretion so that one or more of the nominees may receive fewer votes than the other nominees (or no votes at all), although they have no present intention of doing so. The proxy holders may not cast your vote for any nominee from whom you have withheld authority to vote.

Where a shareholder has specified a choice for or against the ratification of the appointment of Ernst & Young LLP as auditors or the advisory vote on the approval of executive compensation or where the shareholder has abstained on these matters, the shares represented by the proxy will be voted (or not voted) as specified. Where no choice has been specified, the proxy will be voted FOR the ratification of Ernst & Young LLP as auditors and FOR the approval of executive compensation.

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With the exception of matters omitted from this proxy statement pursuant to the rules of the Securities and Exchange Commission, the Board of Directors is not aware of any other issue which may properly be brought before the meeting. If other matters are properly brought before the meeting, the accompanying proxy will be voted in accordance with the judgment of the proxy holders.

Quorum and Vote Required to Approve Each Item on the Proxy

A majority of the outstanding shares entitled to vote on a matter, represented in person or by proxy, constitutes a quorum for consideration of that matter at the meeting. The affirmative vote of a majority of the shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders with respect to that matter.

Effect of Withhold Votes, Broker Non-Votes, and Abstentions

Shares represented by proxies which are present and entitled to vote on a matter but which have elected to withhold authority to vote for one or more directors or to abstain from voting on another matter will have the effect of votes against those directors or that matter. A proxy submitted by an institution, such as a broker or bank that holds shares for the account of a beneficial owner, may indicate that all or a portion of the shares represented by that proxy are not being voted with respect to a particular matter. This could occur, for example, when the broker or bank is not permitted to vote those shares in the absence of instructions from the beneficial owner of the shares. These "non-voted shares" will be considered shares not present and, therefore, not entitled to vote on those matters, although these shares may be considered present and entitled to vote for other purposes. Brokers and banks have discretionary authority to vote shares in absence of instructions on matters the New York Stock Exchange considers "routine", such as the ratification of the appointment of the auditors. They do not have discretionary authority to vote shares in absence of instructions on "non-routine" matters. The election of directors and the advisory vote on the approval of executive compensation are "non-routine" matters. Non-voted shares will not affect the determination of the outcome of the vote on any matter to be decided at the meeting.

Inspectors of Election

The inspectors of election and the tabulators of all proxies, ballots, and voting tabulations that identify shareholders are independent and are not Abbott employees.

Cost of Soliciting Proxies

Abbott will bear the cost of making solicitations from its shareholders and will reimburse banks and brokerage firms for out-of-pocket expenses incurred in connection with this solicitation. Proxies may be solicited by mail, telephone, Internet, or in person by directors, officers, or employees of Abbott and its subsidiaries.

Abbott has retained Georgeson Inc. to aid in the solicitation of proxies at an estimated cost of $19,500 plus reimbursement for reasonable out-of-pocket expenses.

Abbott Laboratories Stock Retirement Plan

Participants in the Abbott Laboratories Stock Retirement Plan will receive voting instructions for their shares held in the Abbott Laboratories Stock Retirement Trust. The Stock Retirement Trust is administered by both a trustee and an Investment Committee. The trustee of the Trust is The Northern Trust Company. The members of the Investment Committee are Stephen R. Fussell, Karen M. Peterson, and Brian P. Wentworth, employees of Abbott. The voting power with respect to the shares is held by and shared between the Investment Committee and the participants. The Investment Committee must solicit voting instructions from the participants and follow the voting instructions it receives. The Investment Committee may use its own discretion with respect to those shares for which no voting instructions are received.

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Confidential Voting

It is Abbott's policy that all proxies, ballots, and voting tabulations that reveal how a particular shareholder has voted be kept confidential and not be disclosed, except:

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where disclosure may be required by law or regulation,



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where disclosure may be necessary in order for Abbott to assert or defend claims,



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where a shareholder provides comments with a proxy,



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where a shareholder expressly requests disclosure,



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to allow the inspectors of election to certify the results of a vote, or



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in other limited circumstances, such as a contested election or proxy solicitation not approved and recommended by the Board of Directors.

Householding of Proxy Materials

Shareholders sharing an address may receive only one copy of the proxy materials or the Notice of Internet Availability of Proxy Materials, unless their broker, bank, or other intermediary has received contrary instructions from any shareholder at that address. This is known as "householding." Shareholders wishing to discontinue householding and receive separate copies of the proxy materials or the Notice of Internet Availability of Proxy Materials should notify their broker, bank, or other intermediary.

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NOMINEES FOR ELECTION AS DIRECTORS

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors held six meetings in 2015. The average attendance of all directors at Board and committee meetings in 2015 was ninety-seven percent and each director attended at least seventy-five percent of the total number of Board meetings and meetings of the committees on which he or she served. Abbott encourages its Board members to attend the annual shareholders meeting. Last year, all of Abbott's directors attended the annual shareholders meeting.

The Board has determined that each of the following directors is independent in accordance with the New York Stock Exchange listing standards: R. J. Alpern, R. S. Austin, S. E. Blount, W. J. Farrell, E. M. Liddy, N. McKinstry, P. N. Novakovic, W. A. Osborn, S. C. Scott III, and G. F. Tilton. To determine independence, the Board applied the categorical standards attached as Exhibit A to this proxy statement. The Board also considered whether a director has any other material relationships with Abbott or its subsidiaries and concluded that none of these directors had a relationship that impaired the director's independence. This included consideration of the fact that some of the directors are officers or serve on boards of companies or entities to which Abbott sold products or made contributions or from which Abbott purchased products and services during the year. In making its determination, the Board relied on both information provided by the directors and information developed internally by Abbott.

The Board has risk oversight responsibility for Abbott and administers this responsibility both directly and with assistance from its committees.

The Board has determined that the current leadership structure, in which the offices of Chairman and Chief Executive Officer are held by one individual and an independent director acts as lead director, ensures the appropriate level of oversight, independence, and responsibility is applied to all Board decisions, including risk oversight, and is in the best interests of Abbott and its shareholders.

Chairman/Chief Executive Officer

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Coherent leadership and direction for the Board and executive management



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Clear accountability and a single focus for the chain of command to execute our strategic initiatives and business plans



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CEO's extensive industry expertise, leadership experience, and familiarity with our business



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By leading management and chairing the Board, we benefit from our CEO's strategic and operational insights, enabling a focused vision encompassing the full range, from long-term strategic direction and day-to-day execution

Lead Independent Director

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Currently, the Chairman of the Nominations and Governance Committee acts as the lead director



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Chosen by and from the independent members of the Board of Directors, and serves as the liaison between the Chairman of the Board and the independent directors



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Facilitates communication with the Board and presides over regularly conducted executive sessions of the independent directors or sessions where the Chairman of the Board is not present



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Reviews and approves matters, such as agenda items, schedule sufficiency, and, where appropriate, information provided to other Board members



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Has the authority to call meetings of the independent directors and, if requested by major shareholders, ensures that he or she is available for consultation and direct communication



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The lead director, and each of the other directors, communicates regularly with the Chairman and Chief Executive Officer regarding appropriate agenda topics and other Board related matters

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The Nominations and Governance Committee assists the Board of Directors in identifying individuals qualified to become Board members and recommends to the Board the nominees for election as directors at the next annual meeting of shareholders. The process used by the Nominations and Governance Committee to identify a nominee to serve as a member of the Board of Directors depends on the qualities being sought. From time to time, Abbott engages an executive search firm to assist the Committee in identifying individuals qualified to be Board members.

Abbott's outline of directorship qualifications, which as part of Abbott's corporate governance guidelines, is available in the corporate governance section of Abbott's investor relations website (www.abbottinvestor.com). These qualifications describe specific characteristics that the Nominations and Governance Committee and the Board take into consideration when selecting nominees for the Board, such as: strong management experience and senior level experience in medicine, hospital administration, medical and scientific research and development, finance, international business, government, and academic administration. An individual nominee is not required to satisfy all the characteristics listed in the outline of directorship qualifications and there is no requirement that all such characteristics be represented on the Board.

In addition, Board members should have backgrounds that, when combined, provide a portfolio of experience and knowledge that will serve Abbott's governance and strategic needs. Board candidates will be considered on the basis of a range of criteria, including broad-based business knowledge and relationships, prominence, and excellent reputations in their primary fields of endeavor, as well as a global business perspective and commitment to good corporate citizenship. Directors should have demonstrated experience and ability that is relevant to the Board of Directors' oversight role with respect to Abbott's business and affairs. Each director's biography includes the particular experience and qualifications that led the Board to conclude that the director should serve on the Board. The directors' biographies are on pages 13 through 18.

A description of the procedure for the recommendation and nomination of directors, including by proxy access, is on page 67.

In the process of identifying nominees to serve as a member of the Board of Directors, the Nominations and Governance Committee considers the Board's diversity of relevant experience, areas of expertise, ethnicity, gender, and geography and assesses the effectiveness of the process in achieving that diversity. Currently, 50% of the independent directors are women or minorities.

The process used to identify and select nominees has resulted in an experienced, diverse, and well-rounded Board of Directors that possesses the skills and perspectives necessary for its oversight role. All of Abbott's directors exhibit:

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The following table details some of the attributes, skills, and experience represented on Abbott's Board of Directors.

Other Abbott Independent Director Metrics

Our independent directors bring a balance of relevant skills, experience, and perspective.

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The Board of Directors has five committees established in Abbott's By-Laws: Audit Committee, Compensation Committee, Nominations and Governance Committee, Public Policy Committee, and Executive Committee. Each of the members of the Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee is independent.

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibility with respect to Abbott's accounting and financial reporting practices and the audit process; the quality and integrity of Abbott's financial statements; the independent auditors' qualifications, independence, and performance; the performance of Abbott's internal audit function and internal auditors; and certain areas of legal and regulatory compliance. The Committee is governed by a written charter. A copy of the report of the Audit Committee is on page 62.

Compensation Committee

The Compensation Committee assists the Board of Directors in carrying out the Board's responsibilities relating to the compensation of Abbott's executive officers and directors. The Committee is governed by a written charter. The Compensation Committee annually reviews the compensation paid to the members of the Board and gives its recommendations to the full Board regarding both the amount of director compensation that should be paid and the allocation of that compensation between equity-based awards and cash. In recommending director compensation, the Compensation Committee takes comparable director fees into account and reviews any arrangement that could be viewed as indirect director compensation.

This Committee also reviews, approves, and administers the incentive compensation plans in which any executive officer of Abbott participates and all of Abbott's equity-based plans. It may delegate the responsibility to administer and make grants under these plans to management, except to the extent that such delegation would be inconsistent with applicable law or regulation or with the listing rules of the New York Stock Exchange. The processes and procedures used for the consideration and determination of executive compensation are described in the section of the proxy captioned, "Compensation Discussion and Analysis."

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The Compensation Committee has the sole authority, under its charter, to select, retain, and/or terminate independent compensation advisors. The Committee engaged Meridian as its compensation consultant for 2015. Meridian performs no other work for Abbott. The Committee engages compensation consultants to provide counsel and advice on executive and non-employee director compensation matters. The consultant and its principal report directly to the Chair of the Committee. The principal meets regularly and as needed with the Committee in executive sessions, has direct access to the Chair during and between meetings, and performs no other services for Abbott or its senior executives. The Committee determines what variables it will instruct the consultant to consider, and they include: peer groups against which performance and pay should be examined, financial metrics to be used to assess Abbott's relative performance, competitive long-term incentive practices in the marketplace, and compensation levels relative to market practice. The Committee negotiates and approves any fees paid to the consultant for these services. Based on its evaluation of Meridian's independence in accordance with the New York Stock Exchange listing standards and information provided by Meridian, the Committee determined that the work performed by Meridian does not present any conflicts of interest. A copy of the Compensation Committee report is on page 41.

Nominations and Governance Committee

The Nominations and Governance Committee assists the Board of Directors in identifying individuals qualified to become Board members and recommends to the Board the nominees for election as directors at the next annual meeting of shareholders; recommends to the Board the people to be elected as executive officers of Abbott; develops and recommends to the Board the corporate governance guidelines applicable to Abbott; and serves in an advisory capacity to the Board and the Chairman of the Board on matters of organization, management succession plans, major changes in the organizational structure of Abbott, and the conduct of Board activities. The Committee is governed by a written charter. The process used by this Committee to identify a nominee to serve as a member of the Board of Directors depends on the qualities being sought. From time to time, Abbott engages an executive search firm to assist the Committee in identifying individuals qualified to be Board members. The process used by the Committee to identify nominees is described on page 20 in the section captioned, "Director Selection."

Public Policy Committee

The Public Policy Committee assists the Board of Directors in fulfilling its oversight responsibility with respect to Abbott's public policy, certain areas of legal and regulatory compliance, and governmental affairs and healthcare compliance issues that affect Abbott. The Committee is governed by a written charter.

Executive Committee

The Executive Committee may exercise all the authority of the Board in the management of Abbott, except for matters expressly reserved by law for Board action.

Interested parties may communicate with the Board of Directors by writing a letter to the Chairman of the Board, to the Chairman of the Nominations and Governance Committee, who acts as the lead director at the meetings of the independent directors, or to the independent directors c/o Abbott Laboratories, 100 Abbott Park Road, D-364, AP6D, Abbott Park, Illinois 60064-6400, Attention: Corporate Secretary. The General Counsel and Corporate Secretary regularly forwards to the addressee all letters other than mass mailings, advertisements, and other materials not relevant to Abbott's business. In addition, directors regularly receive a log of all correspondence received by the Company that is addressed to a member of the Board and may request any correspondence on that log.

Abbott's corporate governance guidelines, outline of directorship qualifications, director independence standards, code of business conduct, and the charters of Abbott's Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee are all available in the corporate governance section of Abbott's investor relations website (www.abbottinvestor.com).

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Our CEO is not compensated for serving on the Board or Board committees. Abbott's remaining directors, who are all non-employee directors, are compensated for their service under the Abbott Laboratories Non-Employee Directors' Fee Plan and the Abbott Laboratories 2009 Incentive Stock Program.

The following table sets forth a summary of the non-employee directors' 2015 compensation.

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SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS

The table below reflects the number of Abbott common shares beneficially owned as of January 31, 2016, by each director, the Chief Executive Officer, the Chief Financial Officers in 2015, and the three other most highly paid executive officers (the "named officers"), and by all directors and executive officers of Abbott as a group. It also reflects the number of stock equivalent units held by non-employee directors under the Abbott Laboratories Non-Employee Directors' Fee Plan and restricted stock units held by non-employee directors and executive officers.

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EXECUTIVE COMPENSATION

INTRODUCTION

This Compensation Discussion and Analysis (CD&A) describes Abbott's executive compensation program in 2015. Since the long-term incentive (LTI) shown in this CD&A reflects awards granted in February 2015, we also will preview changes made to our 2016 LTI process in response to shareholder feedback on page 35.

In particular, this CD&A explains how the Compensation Committee (the Committee) and Board of Directors made its compensation decisions for the Company's executives, including the six named officers: Miles D. White, Chairman of the Board and Chief Executive Officer; Thomas C. Freyman, Executive Vice President, Finance and Administration (previously also Chief Financial Officer until June 1, 2015); Brian B. Yoor, Senior Vice President, Chief Financial Officer (effective June 1, 2015); Brian J. Blaser, Executive Vice President, Diagnostic Products; John M. Capek, Executive Vice President, Ventures; and Michael J. Warmuth, Executive Vice President, Established Pharmaceuticals.

The CD&A also describes the pay philosophy the Committee has established for the Company's executive officers, the process the Committee utilizes to examine performance in the context of executive pay decisions, the performance goals and results for each named officer, and recent updates to our compensation program.

RELATIVE PERFORMANCE

In 2015, Abbott achieved another strong year of financial results and returns. Operational sales, which excludes the impact of foreign exchange, increased 9.1%, and adjusted diluted earnings per share (EPS), excluding specified items, increased 8.6% vs. 2014, notably outpacing our peer group averages. Abbott also continued to deliver strong total shareholder returns (TSR) relative to its peer group, with 5-year performance ranked at the 83^rd percentile.

See Annex I for a reconciliation of GAAP and non-GAAP financial measures.

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Abbott and its Compensation Committee have designed a compensation program to attract and retain executives whose talent and contributions support and advance the profitable growth of the Company and growth in shareholder value. The program is designed to be:

•

Competitive: While we target competitive total compensation, actual payouts vary based upon Company and individual performance. LTI awards are pegged to the appropriate relative Company performance. Each year, we look at LTI market percentiles between the 10^th and the 90^th to determine appropriate award levels. Actual pay reflects actual performance relative to peers.



•

Aligned to our shareholders' interests: Almost two-thirds of our pay is equity-based, directly tying executive returns with shareholder returns.



•

Performance-based: Other than base salary, which is the smallest component of our executives' compensation, all components of our Total Direct Compensation program (i.e., base salary, annual cash incentive, performance-based restricted stock awards, and stock options) are aligned with Company and/or division performance.



•

Balanced: Short- and long-term objectives focus our executives on actions that create value today while building for sustainable future success. Our compensation program rewards the achievement of short-term goals and milestones that will accelerate our success over the long-range plan.

TOTAL COMPENSATION MIX

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Last year, 96% of our shareholders approved the compensation of our named executive officers. We reached out to and conducted meetings with investors representing more than 40% of our outstanding shares. In those meetings, we discussed our pay programs broadly, including aspects that were previously subject to shareholder resolutions. Based on shareholder discussions and recommendations, the Committee, during its annual evaluation of the Company's compensation programs and evolving market practices, made several changes to our programs.

These changes made in 2015 and 2016 continue our practice of evolving our program based upon shareholder feedback as well as a review of market practices. Over the past several years, we have made numerous other changes to our program, including:

•

Using three performance assessments to determine the amount of equity awards:



–

Relative TSR (compared to peer companies)—Determines, as an aggregate target, where our equity grant guidelines should be positioned relative to the market



–

Individual performance—Determines individual officer awards based on equity grant guidelines (grant guideline x individual performance factor)



–

The ROE target—Ensures that performance has been sustained before awards vest



•

Granting equity awards with double-trigger vesting in the event of a change in control



•

Eliminating tax gross-ups in our executive officer pay program



•

Engaging a Compensation Committee consultant that performs no other work for Abbott



•

Adding a share retention requirement which applies until share ownership guidelines are met



•

Revising executive share ownership guidelines:



–

Chief Executive Officer—6 times base salary



–

Executive Vice President/Senior Vice President—3 times base salary



–

All other officers—2 times base salary

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The Committee makes compensation decisions in the context of the objectives of our program. They ensure the compensation delivered to our executives is competitive, based on performance, balanced between the short- and long-term, and aligned with shareholder interests.

BENCHMARKING USING PEER COMPANIES

To determine the competitiveness of our compensation and benefit programs, the Committee, in consultation with its independent consultant, annually compares the level of compensation, market pay practices, and our relative performance to those of peer companies.

Our shareholders compare us to other global multinational companies, not necessarily in healthcare. These companies share similar characteristics aligned with our investment identity of diversified growth and returns to shareholders.

Therefore, our peer group was selected to strike the appropriate balance between size (both revenues and market capitalization), similar return profiles, geographic breadth, and management and operating structure. The peer group purposely includes companies that are outside the healthcare industry.

After the separation with AbbVie, the peer group excludes companies that focus primarily on proprietary pharmaceuticals. It also excludes companies whose revenues are predominantly derived from the U.S. as well as small non-diverse healthcare companies. Our investors tell us that these companies are not viable peers.

In selecting our peer group for performance and compensation benchmarking, we considered:

•

Globally diverse manufacturing-driven organizations with significant international operations



•

Consumer-facing organizations



•

Similar financial and operating measures, including market capitalization, revenue, and number of employees



•

Similar return of cash profiles, including dividends and share repurchases



•

Similar geographic mix of revenues and profits

As it pertains to healthcare peers, Johnson & Johnson most closely reflects our diversified growth and income identity, as well as the lines of business in which we operate. Other healthcare companies in our peer group reflect major lines of our business and/or compete directly with Abbott in specific businesses or product areas, while also reflecting our financial and operating scale.

Although Standard & Poor's has assigned Abbott to the General Industry Classification Standard of "Health Care Equipment," this classification does not accurately describe Abbott or our peers:

•

Less than 50% of our sales are generated by healthcare equipment products;



•

Approximately 50% of our sales are generated by nutritional and pharmaceutical products; and



•

Approximately 50% of our sales are direct to consumers and patients. Therefore, our peer group includes consumer and household product companies: Procter & Gamble, Kimberly-Clark, Coca-Cola, and McDonald's.

Our peer group also includes companies that reflect the breadth of our international operations. We currently generate approximately 70% of our revenues internationally.

In partnership with the Committee's independent consultant and other consultants, this particular set of peer companies was determined shortly after the separation of AbbVie in 2013 to reflect the nature of our business going forward. In 2015, the Committee reviewed with its consultant and reaffirmed that these companies (after removing Covidien, which was acquired by Medtronic in 2015) continue to represent an appropriate peer group. This group has been overwhelmingly supported by our investors during shareholder outreach.

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Given that there had been no significant relative change in Abbott's revenue size or market capitalization, the positive feedback we had received from investors, and the Committee's strong opinion that stability in a peer group is important, the Committee and its consultant determined that the only change to the peer group would be the removal of Covidien (which was acquired by Medtronic in 2015).

This updated group is summarized below, showing the primary characteristics for which each company was selected.

Institutional Shareholder Services (ISS) Analysis

The Company has not changed materially since the separation of AbbVie. We have maintained the same peer group since separation, yet ISS has significantly changed the peer group used in their analysis each year in the three years since the separation.

For their 2014 analysis, ISS selected a peer group which closely matched our own. They selected 16 peers, 13 of which were consistent with the peer group selected by our Compensation Committee.

Conversely, for their 2015 analysis, ISS chose to make significant changes to the peer group it used to analyze Abbott's pay and performance. ISS removed five (including Johnson & Johnson, our most relevant peer) of the 16 peers they used in their 2014 analysis, and added two new peers (Raytheon, a government contractor with little revenue outside the U.S., and Merck, a proprietary pharmaceutical company which was part of our peer group prior to the AbbVie separation but which is not an appropriate peer for the Abbott of 2015).

Whereas the 2014 analysis included 13 of the 19 peers used by our Compensation Committee to make decisions, the 2015 analysis reflected only 9. Therefore, ISS' analysis evolved to rely on only 47% of our own peers, making it extremely unlikely that the ISS assessment would align with our Committee's assessment.

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Such frequent and cumulative year-to-year changes in the ISS peer group prevent reasonable year-over-year comparisons. In addition, change of this magnitude inherently corrupts an analysis that is based upon relative measures (which ISS' Relative Degree of Alignment metric is). While we do not yet know ISS' final 2016 peer group, even without change, this group bears little resemblance to the original peers. This could create the impression that Abbott's pay and performance are not aligned simply due to the frequent change of peers and inclusion of "peers" that were intentionally excluded by Abbott.

We have shared these concerns with ISS and have asked them to reconsider this approach.

FIXED PAY—BASE SALARY

Base salary targets are set using the median of the peer group as an initial benchmark. Specific pay rates are based on an executive's performance, experience, unique skills, and internal equity with others at Abbott. Base salaries range from the 10^th to the 90^th percentile, depending on experience, expertise, unique role requirements, and tenure, with an average of the 52^nd percentile, or essentially at the market median. Once the rate of pay is set at the time of hire or upon promotion, subsequent changes in pay, including salary increases, are based on the executive's performance, the job he or she is performing, internal equity, and the Company's operating budget.

PERFORMANCE-BASED PAY

Abbott's primary performance-based compensation programs for executive officers are the annual cash incentive plan and the long-term incentive plan. These plans are described in more detail on the following pages. It is important to note that the annual and long-term incentive performance measures differ both in terms of the measures and the period over which results are assessed. However, both plans are formula-driven based on specific operating, strategic, and leadership results.

ANNUAL CASH INCENTIVE PLAN (PERFORMANCE INCENTIVE PLAN)

Our annual cash incentive plan is a key part of our officers' total compensation. It rewards executives for achieving specific annual goals at the corporate and divisional levels. It also rewards executives for achieving operational and strategic goals.

During 2015, Abbott's six named officers participated in the 1998 Abbott Laboratories Performance Incentive Plan (PIP), which is designed to comply with the requirements of Section 162(m) of the Internal Revenue Code of 1986 for performance-based compensation.

Each year, the Committee sets the maximum award allocations under the PIP for each named officer as a percentage of consolidated net earnings. For 2015, the maximum award for the Chief Executive Officer was 0.15% of adjusted consolidated net earnings for the fiscal year-end and, for all of the other named officers, 0.075% of adjusted consolidated net earnings. Historically and in 2015, the Committee exercised its discretion to deliver PIP awards that were below the maximum awards that are authorized by these formulas based on achieved performance against annual goals and other factors described below.

Process to Determine Awards

Under the PIP, the Committee sets a target payout (expressed as a percentage of base salary) for each officer based upon market benchmarks and internal equity. The final payout is determined based upon performance relative to annual goals. This process is described below. In 2015, annual incentive payouts for Abbott's executive officers ranged from 54% to 121% of target, with an average of 89% of target.

Step One: Fund Annual Incentive Pool Based on EPS Achievement

In order for the PIP to pay out, the EPS goal (see 2015 Performance Goals for Performance Incentive Plan on page 38) must be achieved. If the EPS goal is not achieved, then the PIP is not funded and there are no payouts.

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Step Two: Assess Individual Performance vs. Goals

Individual goals are finalized at the beginning of each year based upon each executive officer's responsibilities. The weighting of goals depends upon whether the executive is a Business Unit leader or a Corporate leader, as follows:

Sales Growth Goals—To stress the importance of top-line growth, each officer is measured against Abbott's internal targets, which are established to exceed peer group growth rates.

Sales growth performance required to earn payouts above 100% varies by business to reflect each business's market. To exceed a target payout in Sales Growth, the business must grow market share, exceeding both peer sales growth rates and Abbott's internal targets.

Financial Return Goals—While top-line growth is important, that growth must be profitable in order to drive value for our shareholders. To stress the importance of profitability, each officer is assessed on relevant return goals, primarily earnings, margin contribution, and cash flow.

Strategic Initiative Goals—Strategic initiative goals are primarily related to key planned strategic actions, such as portfolio expansion, key R&D milestones, gross margin expansion, and entry into new markets. Strategic goals are set such that fully successful achievement of the goals results in a 100% payout. 100% is the maximum payout and there is no additional upside. Lower levels of achievement result in payouts of 75%, 50%, or 0%.

Leadership Goals—Leadership goals are primarily related to talent and succession planning initiatives. These goals are focused on stabilizing business leadership gaps, ensuring businesses have the talent they need to perform in the current period, and building our leadership bench to sustain our performance. Leadership goals are set such that fully successful achievement of the goals results in a 100% payout. 100% is the maximum payout and there is no additional upside. Lower levels of achievement result in payouts of 75%, 50%, or 0%.

The following formula summarizes the PIP payout process, assuming the EPS goal is achieved.

For example:

This resulted in payouts that ranged from the 13^th percentile to the 88^th percentile of our peer group market, with an average of the 49^th percentile. This average percentile is well below Abbott's 1-year relative TSR performance of the 61^st percentile.

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LONG-TERM INCENTIVE PLAN (LTI)

Our long-term incentive plan is the largest component of our executive officers' total compensation. As such, we believe it is critical that Company and individual performance, on both an absolute and relative basis, are reflected. The LTI process used in February 2015 (described below) resulted in annual grants to executive officers ranging from the 43^rd percentile to the 75^th percentile of our peer group, with an average of the 54^th percentile. A preview of the process used in February 2016 (which will be disclosed in our 2017 proxy statement) is described on page 35.

Process to Determine Awards in February 2015, Shown in this Proxy Statement

Our process for determining guidelines, individual awards, and vesting of those awards incorporates:

•

TSR performance relative to our peers on a one-, three-, and five-year basis

•

Absolute performance compared to goals for achieving our long-range plan

•

Each officer's performance relative to other officers

This process is more rigorous than automatically granting LTI at the median and adjusting the awards only for relative TSR at the time the awards vest.

We followed a rigorous two-step process in determining awards ultimately received by our executive officers:

Step One: Determine LTI Awards
Step Two: Determine if Options and Shares Vest

Step One: Determine LTI Awards

In order to determine LTI awards, Abbott follows three steps.

Step One (A)—Company LTI Award Guidelines—Abbott obtains survey data annually to assess the competitive LTI market for our peer group companies for each executive position. Each year, we position our LTI award guidelines relative to the competitive LTI market by comparing Abbott's TSR performance to our peers. Our February 2015 LTI grants (based on 2014 performance and shown in the Summary Compensation Table of this proxy statement) were set at the 50^th percentile of the market based on the Compensation Committee's evaluation of one-, three-, and five-year TSR performance through 2014, as shown below.

The 2015 LTI award guideline reflects an increase from the 37^th percentile that was used for the February 2014 grants, based on the Committee's evaluation of TSR performance through 2013.

Step One (B)—Determine Individual Officer Awards—The recommendation for each officer starts with the Company LTI award guideline (based on relative TSR performance as described above) for the officer's position, as established in Step One (A). Individual officer awards are then further adjusted up or down based upon assessment of:

1)

Performance—goals, leadership, and sustained performance (Weighted 50%)

2)

Long-range Plan Progress—e.g., product approvals, R&D milestones, and margin expansion (Weighted 50%)

3)

Impact—assessment of relative contribution to overall enterprise (Modifier of –10% to +10%)

Awards granted in 2015, based on individual officer performance in 2014, resulted in awards ranging from 90%—125% of guideline award levels, with an average of 104% of guideline.

Step One (C)—Convert Individual LTI Award Values to Equity Grants—In 2015, to recognize the continued growth focus of Abbott and to directly align the interests of executive officers with the interests of our shareholders, the Compensation Committee granted the long-term incentive awards in the form of 50% stock options and 50% performance-restricted shares. This mix is consistent with the practices of our peer group.

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Step Two—Determine if Options and Shares Vest

Stock options vest over three years. Since stock options only accrue value through share price appreciation, the value realized upon the exercise of vested stock options directly aligns the compensation earned with the value shareholders received over the same period of time. Options are also aligned with shareholder value through the impact of relative TSR in determining the size of awards granted (Step One).

Performance-restricted shares vest ¹/3 each year that the performance target is achieved. Vesting is absolute—either 100% or 0%. There is no partial vesting if the target is missed or additional vesting upside if the Company over-performs. The Committee believes adjusted return on equity (ROE) is the appropriate performance measure for vesting because ROE measures how much profit the Company generates over the long-term with the capital that shareholders have invested.

Although Company TSR performance and individual officer performance are used in Step One to grant the appropriate award level, the focus on ROE for vesting provides a second shareholder protection to ensure our growth and investment return objectives are sustained after the initial grant is made. ROE is only used for vesting; it is not used in the determination of LTI award guidelines or individual officer performance.

For grants made in 2015, the ROE vesting target to determine future vesting was set at 11%, which reflected a 10% increase from the grants made in 2014. For grants made in 2016, the ROE target was increased further to 12%. This increase is consistent with our stated intent to increase our ROE and ROE targets over time.

Changes Made for February 2016 LTI Awards (Preview of 2017 Proxy Statement)

In response to shareholder feedback, we changed our approach to determining individual officer LTI awards in February 2016. Details on the individual awards will appear in our 2017 proxy statement (according to the Securities and Exchange Commission disclosure requirements). However, as transparent and timely disclosures to shareholders are important to us, we describe the revised approach, which was used to determine the February 2016 grants (based on 2015 performance), below.

The most significant revisions were to change the:

1)

Measurement period used to assess individual officer performance to three years to better reflect each executive's impact on Abbott's long-term success.

2)

Measures used to assess individual officer performance so that completely separate measures are used in the annual and long-term incentive plans.

Our process continues to look at LTI market data for each executive position based upon percentiles—10^th, 25^th, 40^th, 50^th, 60^th, 75^th, and 90^th. The Committee examines overall Company performance and sets our LTI award guidelines relative to the market performance by comparing Abbott's TSR performance to our peers. The market data at that percentile level is then used to determine the total award pool. For example, if based on 1-, 3-, and 5-year TSR performance, the Committee determines targeted LTI should be at the 37^th percentile (as it did for our 2014 grant), then the 37^th percentile market data determines the pool for LTI awards before adjusting for performance, as described below.

The actual grant sizes are then directly linked to individual officer performance. We assess officers in three areas: Sales and Market Share Growth, Margin Contribution, and Strategic Milestones over a three-year period. Each officer is assigned an overall score based on whether they missed, achieved, or exceeded the specific targets in all three measures for all three years. That resulting assessment score determines the LTI performance adjustment, which ranged from 75% to 125% of the guideline, based on measurement of continuation and sustainability of performance.

This new LTI process resulted in annual grants to Abbott executive officers ranging from the 30th percentile to the 68th percentile of our peer group, with an average of the 48th percentile.

Accordingly, this process delivers a more precise calculation of the Company's actual relative performance and a more differentiated range of individual awards within that pool based on each officer's individual contribution to overall results.

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PAY DECISIONS FOR NAMED EXECUTIVE OFFICERS

The following pages highlight the rationale for the pay decisions for each named officer. It is important to note that annual incentive pay decisions were made in early 2016 on the basis of 2015 results. Long-term incentive decisions (options and performance shares) shown in the Summary Compensation Table of this proxy statement were made in early 2015 based on 2014 results (see prior year proxy statement for discussion of 2014 results). Specific 2015 financial goals are detailed on page 38.

Miles D. White

Base Salary—No increase.

Performance Incentive Plan—Mr. White's target bonus is 160% of his base salary. Based on performance in 2015, Mr. White received a bonus in February 2016 of $3,300,000, which was equal to 109% of his target bonus. This payout reflects his goal achievement, including 120% achievement of his operating cash flow goal, overachievement of his return goals, 99.5% achievement of his sales growth goal, and overall leadership in 2015 completing the sale of the Established Pharmaceuticals developed markets business to Mylan and overcoming significant headwinds such as the impact of a strong dollar in global markets.

Long-Term Incentives—Based on performance in 2014, Mr. White received an LTI award in February 2015 with a value of $12,497,968, which was equal to approximately 115% of his LTI award guideline. This award reflects Abbott's sustained strong financial returns, including exceeding its double-digit adjusted EPS growth commitments and consistently meeting or beating earnings targets annually for the past 13 years, as well as Mr. White's significant additional strategic and operational achievements in the acquisitions of CFR and Veropharm and the sale of the Established Pharmaceuticals developed markets business to Mylan.

Thomas C. Freyman

Base Salary—No increase.

Performance Incentive Plan—Mr. Freyman's target bonus is 110% of his base salary. Based on performance in 2015, Mr. Freyman received a bonus in February 2016 of $1,019,000, which was equal to 95% of his target bonus. This payout reflects his goal achievement for 2015, including 120% achievement of his operating cash flow goal, overachievement of his return goals, and 99.5% achievement of his sales growth goal. Mr. Freyman's strategic and leadership goals for 2015 included executing phase three of the global Finance back office restructuring and other cost reduction initiatives, supporting Business Development efforts, reorganizing IT and improving IT infrastructure, developing a plan to improve efficiency of purchasing transactions, and preparing for the transition of our new Chief Financial Officer Mr. Yoor. His payout reflected achievement of his strategic and leadership goals in all material respects.

Long-Term Incentives—Based on performance in 2014, Mr. Freyman received an LTI award in February 2015 with a value of $3,799,365, which was equal to approximately 125% of his LTI award guideline. This award reflects his significant additional strategic and operational achievements in completing the acquisitions of CFR and Veropharm, the sale of the Established Pharmaceuticals developed markets business to Mylan, and for exceeding Abbott's double-digit adjusted EPS growth commitments and consistently meeting or beating earnings targets for the past 13 years.

Brian B. Yoor

Base Salary—Mr. Yoor's annual base salary was increased from $340,000 to $350,000 in February 2015. His base salary was then increased from $350,000 to $500,000 in June 2015 in connection with his promotion to Senior Vice President, Chief Financial Officer.

Performance Incentive Plan—Mr. Yoor's target bonus is 90% of his base salary. Based on performance in 2015, Mr. Yoor received a bonus in February 2016 of $427,500, which was equal to 95% of his target bonus. This payout reflects his goal achievement for 2015, including 120% achievement of his operating cash flow goal, overachievement of his return goals, and 99.5% achievement of his sales growth goal. Mr. Yoor's strategic and leadership goals for 2015 included executing phase three of the global Finance back office restructuring and other cost reduction initiatives, supporting Business Development efforts, and executing key financial transactions. His payout reflected achievement of his strategic and leadership goals in all material respects.

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Long-Term Incentives—Based on performance in 2014, Mr. Yoor received an LTI award in February 2015 with a value of $549,906, which was equal to approximately 125% of his LTI award guideline. This award reflects his work in building a new Investor Relations team following the AbbVie separation, his shareholder outreach efforts, and his contribution to 2014 acquisition and divestiture efforts.

Mr. Yoor received an additional LTI award in June 2015 with a value of $1,124,942 in connection with his promotion to Senior Vice President, Chief Financial Officer.

Brian J. Blaser

Base Salary—No increase.

Performance Incentive Plan—Mr. Blaser's target bonus is 105% of his base salary. Based on performance in 2015, Mr. Blaser received a bonus in February 2016 of $700,000, which was equal to 99% of his target bonus. This payout reflects his goal achievement, including significant overachievement of his operating plan in ADD, achievement of operating plan in Point of Care and Molecular Diagnostics businesses, and 102.0% achievement of his sales growth goals. Mr. Blaser's strategic goals in 2015 included achieving new product platform delivery goals, increasing market share in key markets and entering new markets. Mr. Blaser's leadership goals in 2015 focused on filling critical roles and addressing key talent issues. His payout reflected achievement of his strategic and leadership goals in all material respects.

Long-Term Incentives—Based on performance in 2014, Mr. Blaser received an LTI award in February 2015 with a value of $2,309,606, which was equal to 110% of his LTI award guideline of $2,100,000. This award reflects the strong margin and sales contributions his business has made to the enterprise over the past three years and progress in establishing key new product platforms.

John M. Capek

Base Salary—No increase.

Performance Incentive Plan—Mr. Capek's target bonus is 105% of his base salary. Based on performance in 2015, Mr. Capek received a bonus in February 2016 of $585,000, which was equal to 83% of his target bonus. This payout reflects his goal achievement for 2015, including 120% achievement of his operating cash flow goal, overachievement of his corporate return goals, and 99.5% achievement of his sales growth goal. Mr. Capek's strategic and leadership goals in 2015 included the successful acquisition of Topera, successful formation of the Electrophysiology business, and successful transition of the leadership of the Ventures group. His payout reflected achievement of most of his strategic goals and achievement of his leadership goals.

Long-Term Incentives—Based on performance in 2014, Mr. Capek received an LTI award in February 2015 with a value of $2,204,625, which was equal to 105% of his LTI award guideline. This award reflects bringing Libre to market in Diabetes Care and successful leadership of our Medical Devices businesses, including entry into the Electrophysiology business.

Michael J. Warmuth

Base Salary—No increase.

Performance Incentive Plan—Mr. Warmuth's target bonus is 105% of his base salary. Based on performance in 2015, Mr. Warmuth received a bonus in February 2016 of $700,000, which was equal to 99% of his target bonus. This payout reflects his goal achievement, including achievement of his return goals and 102.4% achievement of his sales growth goals. Mr. Warmuth's strategic and leadership goals in 2015 included achieving M&A goals (including divestiture of the developed market business), increasing market share in key countries, and achieving new product expansion goals. His payout reflected achievement of his strategic and leadership goals in all material aspects.

Long-Term Incentives—Based on performance in 2014, Mr. Warmuth received an LTI award in February 2015 with a value of $2,414,589, which was equal to 115% of his LTI award guideline. This award reflects his strategic leadership in significantly expanding the Established Pharmaceuticals business (e.g., acquisitions of CFR and Veropharm) and the sale of the developed markets business to Mylan.

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2015 PERFORMANCE GOALS FOR PERFORMANCE INCENTIVE PLAN

DISCUSSION OF NAMED OFFICERS' ACHIEVEMENT OF GOALS DURING 2015

FINANCIAL GOALS

The results shown below reflect an increase of 9.1% in operational sales from continuing operations excluding the impact of foreign exchange, an increase of 8.6% in adjusted diluted EPS, and an increase of 7.2% in adjusted net income over 2014. For a reconciliation to GAAP, see Annex 1.

⁽¹⁾

Reflects a Sales Growth goal under the annual incentive plan. Adjusted Sales exclude the impact of foreign exchange on actual sales relative to the goal target.

⁽²⁾

Reflects a Financial Return goal under the annual incentive plan.

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BENEFITS AND PERQUISITES

Each of the benefits described below was designed to support the Company's objective of providing a competitive total pay program. Individual benefits do not directly affect decisions regarding other benefits or pay components, except to the extent that benefits and pay components must, in aggregate, be competitive, as previously discussed.

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SHARE OWNERSHIP AND RETENTION GUIDELINES

To further promote sustained shareholder return and to ensure the Company's executives remain focused on both short- and long-term objectives, the Company has established share ownership guidelines. Each officer has five years from the date appointed/elected to his/her position to achieve the ownership level associated with the position.

Any officer who has not achieved at least 50% of the stock ownership guideline after three years in their current position will be required to hold 50% of future shares until they meet the ownership guideline.

All named officers with 5 years tenure in their current position meet or exceed the guidelines.

HEDGING

Directors and officers are prohibited from entering into or engaging in any financial transaction that is designed to reduce the financial risk associated with owning Abbott stock. These financial transactions include, but are not limited to, engaging in short sales, derivative transactions (such as equity swaps, straddles, puts, or calls), and hedging or monetizing transactions (such as collars, exchange funds, or prepaid forward variable contracts) that are linked directly to Abbott stock.

PLEDGING

Directors and officers are prohibited from holding Abbott stock in a margin account, pledging Abbott stock, or otherwise securing any of their obligations by assigning Abbott stock as collateral. The Compensation Committee, or its delegate, may grant an exception provided that:

•

The director or officer meets Abbott's applicable minimum stock ownership guideline; and



•

Only Abbott stock in excess of the applicable minimum stock ownership guideline is held in the margin account, pledged, or assigned as collateral.

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RECOUPMENT POLICY

In 2015, following discussions by management with shareholders, the Compensation Committee implemented a recoupment policy. The Compensation Committee has broad discretion to administer and implement the policy and seek recoupment of equity or cash incentive awards if it determines that a senior executive engaged in misconduct or failed in a supervisory capacity, resulting in a material violation of law or Abbott policy that causes significant financial harm to Abbott. The Compensation Committee may recover incentive compensation awarded to a senior executive in the prior three years or reduce future awards. The policy will not affect awards made prior to its effective date or following a change in control.

COMPLIANCE

The Performance Incentive Plan and Incentive Stock Program, which are described above, are intended to comply with Internal Revenue Code Section 162(m) to ensure deductibility.

The Committee reserves the flexibility to take actions that may be based on considerations in addition to tax deductibility. The Committee believes that shareholder interests are best served by not restricting the Committee's discretion and flexibility in crafting compensation programs, even if such programs may result in certain non-deductible compensation expenses. Accordingly, the Committee may from time to time approve components of compensation for certain officers that are not deductible.

The Compensation Committee of the Board is primarily responsible for reviewing, approving, and overseeing Abbott's compensation plans and practices, and works with management and the Committee's independent consultant to establish Abbott's executive compensation philosophy and programs. The Committee has reviewed and discussed the Compensation Discussion and Analysis with management and has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee
W. J. Farrell, Chairman
R. S. Austin
E. M. Liddy
W. A. Osborn
S. C. Scott III

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During 2015, Abbott conducted its annual risk assessment of its compensation policies and practices for employees and executives. Abbott's risk assessment is reinforced by Abbott's adherence to a number of industry-leading best practices, including:

Based on this assessment, Abbott determined its compensation and benefit programs appropriately align employees and performance without incentivizing risky behaviors. Any risk arising from its compensation policies and practices is not reasonably likely to have a material adverse effect on Abbott or its shareholders.

The following factors were among those considered:

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Compensation structure encourages employees to regard Abbott as a career employer, to consider the long-term impact of their decisions, and to align their interests with those of Abbott's shareholders (e.g., equity awards that vest over multi-year periods, defined benefit pension plan).



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Abbott's long-term incentive plan focuses on longer-term operating performance and shareholder returns, (e.g., in 2015, roughly 70% of CEO and 64% of other named officer total compensation was in the form of long-term equity incentives that vest over multiple years).



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Equity awards are made, and grant prices are set at the same time each year, at the Compensation Committee's regularly scheduled meeting. In addition, Abbott does not reprice stock options, award discounted stock options, or immediately vest stock options or restricted stock. The equity awards are based on multiple performance factors, and executive share ownership guidelines and share retention requirements promote alignment with shareholders.



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Abbott's annual incentive plan places an appropriate weighting on earnings achievement by balancing it with other factors, including operational and strategic measures. Since earnings are a key component of stock price performance, this aspect of Abbott's compensation plan promotes alignment with shareholder interests without creating duplication across incentive plans.



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Abbott's recoupment policy allows the Compensation Committee to seek recoupment of incentive compensation or reduce future awards if it determines that a senior executive engaged in misconduct or failed in a supervisory capacity, resulting in a material violation of law or Abbott policy that caused significant financial harm to Abbott.



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Annual benchmarking ensures performance achievement and incentive payout opportunities are aligned with a peer group that reflects the investment profile, operating characteristics, and employment and business markets of Abbott. Appropriateness of this group is assessed annually by the Compensation Committee's independent consultant and approved by the Compensation Committee.



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Abbott's hedging policy prohibits directors and officers from entering into financial transactions designed to reduce the financial risk associated with owning Abbott shares.



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Abbott's pledging policy prohibits directors and officers from holding Abbott shares in a margin account, pledging Abbott shares, or securing obligations by assigning Abbott shares as collateral unless granted an exception by the Compensation Committee.



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Training on code of business conduct and policies and procedures is mandatory for all employees and non-employee directors.



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Abbott's compensation program does not include features that could encourage excessive risk taking, such as over-weighting toward annual incentives, highly leveraged payout curves, uncapped incentive award payments, unreasonable thresholds, or steep payout cliffs at certain levels that may encourage short-term business decisions to meet payout thresholds.

This assessment was discussed with the Compensation Committee and its independent compensation consultant. The Committee and the consultant both agreed with the assessment.

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The following table summarizes compensation awarded to, earned by, or paid to the named officers. The section of the proxy statement captioned, "Compensation Discussion and Analysis—How Executive Pay Decisions Are Made" describes in greater detail the information reported in this table.

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The following table summarizes the outstanding equity awards held by the named officers at year-end.

See footnotes on page 53.

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See footnotes on page 53.

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