UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C.  20549

FORM 10-Q

Commission File No. 1-2189

ABBOTT LABORATORIES

100 Abbott Park Road

Abbott Park, Illinois 60064-6400

Telephone:  (847) 937-6l00

Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of l934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes  o   No  x

As of September 30, 2006, Abbott Laboratories had 1,534,863,822 common shares without par value outstanding.

PART  I.  FINANCIAL INFORMATION

Abbott Laboratories and Subsidiaries

Condensed Consolidated Financial Statements

(Unaudited)

Abbott Laboratories and Subsidiaries

Condensed Consolidated Statement of Earnings

(Unaudited)

(dollars and shares in thousands except per share data)

The accompanying notes to condensed consolidated financial statements are an integral part of this statement.

2

Abbott Laboratories and Subsidiaries

Condensed Consolidated Statement of Cash Flows

(Unaudited)

(dollars in thousands)

The accompanying notes to condensed consolidated financial statements are an integral part of this statement.

3

Abbott Laboratories and Subsidiaries

Condensed Consolidated Balance Sheet

(Unaudited)

(dollars in thousands)

The accompanying notes to condensed consolidated financial statements are an integral part of this statement.

4

Abbott Laboratories and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2006

(Unaudited)

Note 1 — Basis of Presentation

The accompanying unaudited, condensed consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnote disclosures normally included in audited financial statements.  However, in the opinion of management, all adjustments (which include only normal adjustments) necessary to present fairly the results of operations, financial position and cash flows have been made.  It is suggested that these statements be read in conjunction with the financial statements included in Abbott’s Annual Report on Form 10-K for the year ended December 31, 2005.

Note 2 — Supplemental Financial Information

The increases in Other (income) expense, net for the third quarter and nine months ended September 30, 2006 are primarily due to fair value adjustments to certain derivative financial instruments related to the investment in Boston Scientific common stock.

Other, net in Net Cash From Operating Activities for 2006 and 2005 includes the effects of contributions to the main domestic defined benefit plan of $200 million and $641 million, respectively, and to the post-employment medical and dental plans of $40 million and $140 million, respectively, and changes in income taxes, primarily income tax payments.

The cost basis of the Boston Scientific shares accounted for as available-for-sale securities is $1.326 billion at September 30, 2006.  The fair value of the available-for-sale shares was $866 million at September 30, 2006, resulting in charges of $119 million and $276 million to Accumulated other comprehensive income (loss), net of income tax benefits of $79 million and $184 million for the third quarter and nine months ended September 30, 2006, respectively.

The decline in the fair value of the Boston Scientific shares, as noted above, is considered by management to be temporary as these shares have been owned by Abbott for a relatively short period of time and Abbott has both the ability and intent to hold the shares for a period of time to allow for the decline in value to reverse.

In the second quarter 2006, Abbott issued $4.0 billion of long-term debt that matures in 2009 through 2016 with interest rates ranging from 5.375 percent to 5.875 percent.

5

Note 3 — Litigation and Environmental Matters

Abbott has been identified as a potentially responsible party for investigation and cleanup costs at a number of locations in the United States and Puerto Rico under federal and state remediation laws and is investigating potential contamination at a number of company-owned locations.  Abbott has recorded an estimated cleanup cost for each site for which management believes Abbott has a probable loss exposure.  No individual site cleanup exposure is expected to exceed $3 million, and the aggregate cleanup exposure is not expected to exceed $15 million.

There are two patent disputes with third parties who claim Abbott’s products infringe their patents.  In the first dispute, Abbott has agreed to arbitrate and is subject to a minimum amount of damages, which Abbott has reserved.  In the second dispute, which Abbott assumed as part of the Guidant acquisition, reserves equal to the expected resolution have been recorded.

There are several civil actions pending brought by individuals or entities that allege generally that Abbott and numerous pharmaceutical companies reported false or misleading pricing information relating to the average wholesale price of certain pharmaceutical products in connection with federal, state and private reimbursement.  Civil actions have also been brought against Abbott, and in some cases other members of the pharmaceutical industry, by state attorneys general seeking to recover alleged damages on behalf of state Medicaid programs.  In May 2006, Abbott was notified that the U.S. Department of Justice intervened in a civil whistle-blower lawsuit alleging that Abbott inflated prices for Medicaid and Medicare reimbursable drugs.  The outcome of these investigations and litigation could include the imposition of fines or penalties.  Abbott is unable to estimate the amount of possible loss, and no loss reserves have been recorded for these exposures.  Many of the products involved in these cases are Hospira products.  Hospira, Abbott’s former hospital products business, was spun off to Abbott’s shareholders in 2004.  Abbott retained liability for losses that result from these cases and investigations to the extent any such losses both relate to the sale of Hospira’s products prior to the spin-off of Hospira and relate to allegations that were made in such pending and future cases and investigations that were the same as allegations existing at the date of the spin-off.

Within the next year, legal proceedings may occur that may result in a change in the estimated reserves recorded by Abbott.  For its legal proceedings and environmental exposures, excluding the cases and investigations discussed in the third paragraph of this footnote, Abbott estimates the range of possible loss to be from approximately $175 million to $385 million.  The recorded reserve balance at September 30, 2006 for these proceedings and exposures was approximately $205 million.  These reserves represent management’s best estimate of probable loss, except for one which is recorded at the minimum, as defined by Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies.”

While it is not feasible to predict the outcome of all such proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on Abbott’s financial position, cash flows, or results of operations, except for the cases and investigations discussed in the third paragraph of this footnote, the resolution of which could be material to cash flows or results of operations for a quarter.

Note 4 — Taxes on Earnings

Taxes on earnings reflect the estimated annual effective rates, the effect of the resolution of prior years’ income tax audits in the third quarter 2006 and the effect of discrete tax events that occurred in the second and third quarters of 2006.  For the nine months ended September 30, 2006, 10.9 percentage points of tax benefit was attributed to the income tax audit resolution and discrete items, primarily the tax benefit on acquired in-process and collaborations research and development.  The first nine months 2005 includes additional income tax expense of approximately $52 million for remittances of foreign earnings of approximately $600 million in connection with the American Jobs Creation Act of 2004.  The effective tax rates, excluding the effect of the income taxes on the remittances of foreign earnings, the income tax audit resolution and discrete items, are less than the statutory U.S. federal income tax rate principally due to the domestic dividend exclusion and the benefit of lower statutory tax rates and tax exemptions in several taxing jurisdictions.

6

Note 5 — Comprehensive Income, net of tax

(dollars in thousands)

Note 6 — Post-Employment Benefits

(dollars in millions)

Retirement plans consist of defined benefit, defined contribution, and medical and dental plans.  Net cost for the nine months ended September 30 for Abbott’s major defined benefit plans and post-employment medical and dental benefit plans is as follows:

Abbott funds its domestic defined benefit plans according to IRS funding limitations.  In the first quarters of 2006 and 2005, $200 and $641, respectively, was contributed to the main domestic defined benefit plan and $40 and $140, respectively, was contributed to the post-employment medical and dental benefit plans.

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.”  The new statement requires immediate recognition of the deferrals on the balance sheet with a corresponding charge to Accumulated other comprehensive income (loss).  Required adoption of this statement as of December 31, 2006 is estimated to result in a decrease in Abbott’s shareholders’ equity of approximately $1,000.

7

Note 7 — Segment Information

(dollars in millions)

Revenue Segments— Abbott’s principal business is the discovery, development, manufacture and sale of a broad line of health care products.  Abbott’s products are generally sold directly to retailers, wholesalers, hospitals, health care facilities, laboratories, physicians’ offices and government agencies throughout the world.  Effective with the acquisition of Guidant’s vascular intervention and endovascular solutions businesses on April 21, 2006, Abbott’s base vascular business and Guidant’s vascular intervention and endovascular solutions businesses are reported as the Vascular Products segment.  Effective January 1, 2006, Abbott’s segments were reorganized to reflect the shift of nutritional products from Abbott’s International division to a newly formed division, Abbott Nutrition International.  As a result of this reorganization, total assets of approximately $850 have been transferred from the International division to the Abbott Nutrition International division.  For segment reporting purposes, Abbott’s Ross Products division and the Abbott Nutrition International division are aggregated and reported as the Nutritional Products segment and the U.S. and international pharmaceutical products divisions are aggregated and reported as the Pharmaceutical Products segment.  Abbott’s reportable segments are as follows:

Pharmaceutical Products— Worldwide sales of a broad line of pharmaceuticals.  For segment reporting purposes, two pharmaceutical divisions are aggregated and reported as the Pharmaceutical Products segment.

Diagnostic Products— Worldwide sales of diagnostic systems and tests for blood banks, hospitals, consumers, commercial laboratories and alternate-care testing sites.  For segment reporting purposes, four diagnostic divisions are aggregated and reported as the Diagnostic Products segment.

Nutritional Products— Worldwide sales of a broad line of adult and pediatric nutritional products.  For segment reporting purposes, two nutritional divisions are aggregated and reported as the Nutritional Products segment.

Vascular Products— Worldwide sales of coronary, endovascular and vessel closure products.

Abbott’s underlying accounting records are maintained on a legal entity basis for government and public reporting requirements.  Segment disclosures are on a performance basis consistent with internal management reporting.  Intersegment transfers of inventory are recorded at standard cost and are not a measure of segment operating earnings.  The cost of some corporate functions and the cost of certain employee benefits are charged to segments at predetermined rates that approximate cost.  Remaining costs, if any, are not allocated to segments.  For acquisitions prior to 2006, substantially all intangible assets and related amortization are not allocated to segments.  The following segment information has been prepared in accordance with the internal accounting policies of Abbott, as described above, and are not presented in accordance with generally accepted accounting principles applied to the consolidated financial statements.

8

(a)          The decreases in Pharmaceutical Products segment sales are due primarily to the effects of the amendment to the Boehringer Ingelheim distribution agreement.

(b)         The increases in Vascular Products segment sales are primarily due to the acquisition of Guidant’s vascular intervention and endovascular solutions businesses on April 21, 2006.

(c)          Corporate functions and benefit plans costs for the third quarter and nine months ended September 30, 2006, include a philanthropic contribution of $70 to the Abbott Fund.

(d)         Approximately 40 to 45 percent of the annual cost of share-based awards will typically be recognized in the first quarter due to the timing of the granting of share-based awards.

(e)          Other, net for the third quarter and nine months ended September 30, 2006, includes income from fair value adjustments to certain derivative financial instruments related to the investment in Boston Scientific common stock.

Note 8 — Business Combination and Related Transactions

In order to expand Abbott’s presence in the growing vascular market, Abbott acquired Guidant’s vascular intervention and endovascular solutions businesses for approximately $4.1 billion, in cash, in connection with Boston Scientific’s acquisition of Guidant.  These businesses were acquired on April 21, 2006 and the financial results of the acquired operations are included in these financial statements beginning on that date.  In addition, Abbott will also pay to Boston Scientific $250 million each upon government approvals to market the XIENCE drug-eluting stent in the U.S. and in Japan.  Each $250 million payment will result in the recording of additional goodwill.  The preliminary allocation of the acquisition cost is shown in the table below (in millions of dollars).  The valuation of intellectual property, including intangible assets and acquired in-process research and development, is substantially complete, but the valuations of the other assets and liabilities are preliminary.  The allocation will be finalized when certain information regarding the other assets and liabilities is known.

The acquisition cost has been allocated to the acquired net assets based on preliminary appraisals of the estimated fair values on the date of acquisition.  Acquired intangible assets will be amortized over 3 to 15 years (average of approximately 10 years).  Acquired in-process research and development was charged to income in the second and third quarters of 2006.  The net tangible assets acquired consist primarily of property and equipment of approximately $530 million, trade accounts receivable of approximately $250 million and inventories of approximately $120 million, net of assumed liabilities, primarily trade accounts payable, litigation reserves and other liabilities.

In order to facilitate Boston Scientific’s acquisition of Guidant, Abbott also acquired 64.6 million shares of Boston Scientific common stock directly from Boston Scientific and loaned $900 million to a wholly-owned subsidiary of Boston Scientific.  Abbott is required to dispose of the shares by October 2008.  Sales of the shares are limited to approximately 5.4 million shares per month until October 2007.  The amount recorded upon the acquisition of the shares includes a discount to market, based on an appraisal, to reflect the value of the restrictions on sale.  On the date of acquisition, half of the shares were recorded as available for sale in accordance with SFAS No. 115 and the remainder under the cost method in accordance with APB No. 18.  As of September 30, 2006, all of the shares are recorded as available for sale in accordance with SFAS No. 115.  The loan, which is due in April 2011, is guaranteed by Boston Scientific and bears a favorable effective interest rate of 4 percent, which is reflected in the valuation of

9

the note receivable.  In connection with the acquisition of the shares, Boston Scientific is entitled to certain after-tax gains upon Abbott’s sale of the shares.  Abbott would retain any gains on the sale of the Boston Scientific shares up to a sales price of $23.83; Boston Scientific would receive any after-tax gains on the sale of the shares for the portion of the sales price in excess of  $23.83 but lower than $26.00; and Boston Scientific would receive one-half of any after-tax gain for the portion of the sales price in excess of $25.99.  Based on an appraisal, Abbott recorded approximately $114 million for this gain-sharing derivative financial instrument liability.  In addition, Boston Scientific agreed to reimburse Abbott for certain borrowing costs on debt incurred to acquire the Boston Scientific shares.  After Abbott incurs the first $10 million of interest expense on debt incurred to acquire the shares, Boston Scientific will reimburse Abbott for the next $60 million of interest expense.  Reimbursement for the incremental interest expense will be in the form of additional common stock of Boston Scientific, payable 18 months after the acquisition.  Abbott recorded approximately $55 million for this interest derivative financial instrument asset.  The effect of recording the shares, the loan to Boston Scientific and the derivative financial instruments at fair value on the date of acquisition resulted in the recording of additional goodwill of approximately $204 million.  The financial assets and liability acquired from Boston Scientific were valued and recorded at acquisition as follows (in millions of dollars):

In the third quarter of 2005, Abbott acquired the remaining interest in a small medical products company that was previously accounted for under the equity method of accounting.  The cash purchase price was approximately $10 million.  Acquisition accounting resulted in the recording of non-tax deductible goodwill of approximately $67 million, intangible assets of approximately $22 million and a charge of approximately $2 million for acquired in-process research and development.  In addition, Abbott acquired a less than 50 percent equity interest in a small medical products company for approximately $15 million in cash, resulting in a charge to acquired in-process research and development of approximately $15 million.

Note 9 — Incentive Stock Programs

In the first nine months of 2006, Abbott granted 24,111,952 stock options, 4,883,579 replacement stock options, 1,049,911 (net of forfeitures of 100,000) restricted stock awards and 934,197 (net of forfeitures of 21,300) restricted stock units under the programs.  The purchase price of shares under option must be at least equal to the fair market value of the common stock on the date of grant, and the maximum term of an option is 10 years.  Options granted in 2006 vest equally over three years except for replacement options, which vest in six months.  Most options granted before January 1, 2005 included a replacement feature.  When an employee tenders mature shares to Abbott upon exercise of a stock option, a replacement stock option is granted equal to the amount of shares tendered.  Replacement options are granted at the then current market price for a term that expires on the date of the underlying option grant.  Upon a change in control of Abbott, all outstanding stock options become fully exercisable, and all terms and conditions of all restricted stock awards and units are deemed satisfied.  Restricted stock awards granted in 2006 have a 5 year term, with no more than one-third of the award vesting in any one year upon Abbott reaching a minimum return on equity target.  Restricted stock units granted in 2006 vest over three years and upon vesting, the recipient receives one share of Abbott stock for each vested restricted stock unit.  Restricted stock awards and settlement of vested restricted stock units are issued out of treasury shares.  Abbott issued new shares for exercises of stock options.  Abbott does not have a policy of purchasing its shares relating to its share-based programs.  At September 30, 2006, approximately 25 million shares were reserved for future grants.

The number of restricted stock awards and units outstanding and the weighted-average grant-date fair value at January 1, 2006 and September 30, 2006 was 2,381,800 and $50.09 and 3,876,761 and $45.28, respectively.  The number of restricted stock awards and units, and the weighted-average grant-date fair value, that were granted, vested and lapsed during the nine months ended September 30, 2006 were 2,105,408 and $43.87, 472,786 and $49.30 and 137,661 and $43.93, respectively.  The fair value of restricted stock awards and units vested in the nine months ended September 30, 2006 and 2005 was $27,475,000 and $11,189,000, respectively.

10

The aggregate intrinsic value of options outstanding and exercisable at September 30, 2006 was $834 million and $641 million, respectively.  The total unrecognized compensation cost related to all share-based compensation plans at September 30, 2006 amounted to approximately $287 million and is expected to be recognized over the next three years.

On January 1, 2006, Abbott adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” which requires that the fair value of share-based awards be recorded in the results of operations.  Abbott used the modified prospective method of adoption.  Under this method, prior years’ financial results do not include the impact of recording stock options using fair value.  Under the revised standard, awards issued after 2005 and the remainder of any unrecognized cost for grants issued prior to 2006 are charged to expense.  Total non-cash compensation expense charged against income in the third quarter and first nine months of 2006 for share-based plans totaled approximately $59 million and $270 million, respectively, and the income tax benefits recognized were approximately $14 million and $64 million, respectively.  Approximately 40 to 45 percent of the annual net cost of share-based awards will typically be recognized in the first quarter due to the timing of the granting of share-based awards.  Compensation cost capitalized as part of inventory is not significant.  Through December 31, 2005, Abbott measured compensation cost using the intrinsic value-based method of accounting for stock options and replacement options granted to employees.  Had compensation cost been determined using the fair value-based accounting method in 2005, pro forma net income (in millions) and earnings per share (EPS) amounts would have been as follows:

The weighted average fair value of an option granted in 2006 and 2005 was $11.72 and $12.17, respectively.  The fair value of an option grant was estimated using the Black-Scholes option-pricing model with the following assumptions:

11

The risk-free interest rate is based on the rates available at the time of the grant for zero-coupon U.S. government issues with a remaining term equal to the option’s expected life.  The average life of an option granted in 2006 is based on both historical and projected exercise and lapsing data.  Prior to 2006, the average life of an option granted was based on historical experience.  Expected volatility for 2006 option grants is based on implied volatilities from traded options on Abbott’s stock and historical volatility of Abbott’s stock over the expected life of the option.  Expected volatility for options granted prior to 2006 was based on historical volatility over a period prior to the option grant equal to the option’s expected life.   Dividend yield is based on the option’s exercise price and annual dividend rate at the time of grant.

Note 10 — Equity Method Investment

(dollars in millions)

Abbott’s 50 percent-owned joint venture, TAP Pharmaceutical Products Inc. (TAP), is accounted for under the equity method of accounting.  Summarized financial information for TAP is as follows:

Note 11 — Goodwill and Intangible Assets

(dollars in millions)

Abbott recorded total goodwill of approximately $1,900 related to the acquisition of Guidant’s vascular intervention and endovascular solutions businesses in the second quarter of 2006 and total goodwill of approximately $67 related to the acquisition of a medical device company in the third quarter of 2005.  Foreign currency translation adjustments and other adjustments increased (decreased) goodwill in the first nine months of 2006 and 2005 by approximately $322 and $(350), respectively.  There were no reductions of goodwill relating to impairments or disposal of all or a portion of a business.

The gross amount of amortizable intangible assets, primarily product rights and technology, was $8,133 as of September 30, 2006 and $6,776 as of December 31, 2005, and accumulated amortization was $2,457 as of September 30, 2006 and $2,053 as of December 31, 2005.  Intangible assets with indefinite lives are not significant.  The estimated annual amortization expense for intangible assets is $567 in 2006, $602 in 2007, and $590 in 2008, 2009, and in 2010.  Intangible assets are amortized over 3 to 25 years (average 13 years).

12

Note 12 — Restructuring Plans

In 2005, Abbott management approved plans to realign its global manufacturing operations and selected international commercial operations.  An additional $39 million was subsequently recorded in the first nine months of 2006 relating to these restructurings, primarily for accelerated depreciation.  The following summarizes the activity for restructurings (dollars in millions):

Note 13 — Subsequent Event

On November 6, 2006, Abbott announced that it will acquire Kos Pharmaceuticals Inc. for net cash of approximately $3.7 billion, including cash currently held by Kos Pharmaceuticals. Kos Pharmaceuticals Inc. is a specialty pharmaceutical company that develops and markets proprietary medications for the treatment of chronic cardiovascular, metabolic and respiratory diseases. The transaction is subject to antitrust clearance under the Hart-Scott-Rodino Act and acquisition of a majority of the outstanding Kos Pharmaceuticals shares in the tender offer.

13

FINANCIAL REVIEW

Results of Operations

The following table details sales by reportable segment for the third quarter and first nine months:

(dollars in millions)

(a)             Percentage changes are versus the prior year and are based on unrounded numbers.

(b)            The Pharmaceutical Products segment had an agreement with Boehringer Ingelheim (BI) to co-promote and distribute three of its products in the U.S.  In 2005, Abbott and BI amended the agreement.  Effective January 1, 2006, Abbott no longer distributes or records sales for distribution activities for the BI products.  Abbott continued to co-promote one product, Micardis, through March 31, 2006.

Worldwide sales for the third quarter and nine months 2006 compared to 2005, excluding sales of BI products, reflect primarily unit growth and the acquisition of Guidant’s vascular intervention and endovascular solutions businesses on April 21, 2006.  The acquired businesses accounted for increases in sales of 427 percent and 240 percent in the Vascular Products segment and 4.8 percent and 2.6 percent in consolidated net sales for the third quarter and nine months ended September 30, 2006, respectively.  The relatively weaker U.S. dollar increased third quarter 2006 consolidated net sales and Total International sales by 0.9 percent and 2.1 percent, respectively.  In addition, the relatively weaker U.S. dollar increased third quarter 2006 sales in the Pharmaceutical Products segment, the Diagnostic Products segment and the Nutritional Products segment by 0.9 percent, 1.5 percent and 0.7 percent, respectively.  The relatively stronger U.S. dollar decreased first nine months 2006 consolidated net sales and Total International sales by 0.9 percent and 2.0 percent, respectively.  In addition, the relatively stronger U.S. dollar decreased first nine months 2006 sales in the Pharmaceutical Products segment and the Diagnostic Products segment by 1.0 percent and 1.5 percent, respectively.  Sales for the Nutritional Products segment were favorably impacted in the third quarter and first nine months of 2006 by increased sales volume of international pediatric products.  Sales for the Nutritional Products segment were also favorably impacted in the first nine months of 2006 by incremental revenue recorded through the first six months 2006 from a revised agreement for the U.S. promotion of Synagis.

14

A comparison of the product group sales by segment for the nine months ended September 30 is as follows:

(dollars in millions)