Obligation Abbott 5.3% ( US002824AY67 ) en USD

Abbott

99.4378 % ▼

Etats-unis

US002824AY67 ( en USD )

5.3% par an ( paiement semestriel )

26/05/2040

Prospectus brochure de l'obligation Abbott US002824AY67 en USD 5.3%, échéance 26/05/2040

/

/

002824AY6

AA- ( Haute qualité )

Aa3 ( Haute qualité )

27/05/2025 ( Dans 111 jours )

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

L'Obligation émise par Abbott ( Etats-unis ) , en USD, avec le code ISIN US002824AY67, paye un coupon de 5.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/05/2040

L'Obligation émise par Abbott ( Etats-unis ) , en USD, avec le code ISIN US002824AY67, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Abbott ( Etats-unis ) , en USD, avec le code ISIN US002824AY67, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Page 1 of 48
424B5 1 a2198933z424b5.htm 424B5
Filed Pursuant to Rule 424(B)(5)
Registration No. 333-157290
CALCULATION OF REGISTRATION FEE
Title of Each
Class of
Securities to
Maximum
be
Amount to be
Maximum Offering
Aggregate Offering
Amount of
Registered

Registered

Price Per Unit
Price
Registration Fee
2.700%
Notes
due 2015 $
750,000,000
99.898%$
749,235,000 $
53,475
4.125%
Notes
due 2020 $ 1,000,000,000
99.951%$
999,510,000 $
71,300
5.300%
Notes
due 2040 $ 1,250,000,000
99.228%$ 1,240,350,000 $
89,125
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Prospectus Supplement
(To Prospectus dated February 12, 2009)
$3,000,000,000

Abbott

Abbott Laboratories
$ 750,000,000 2.700% Notes due 2015
$1,000,000,000 4.125% Notes due 2020
$1,250,000,000 5.300% Notes due 2040
We are offering $750,000,000 aggregate principal amount of 2.700% Notes due 2015 (the "2015 Notes"),
$1,000,000,000 aggregate principal amount of 4.125% Notes due 2020 (the "2020 Notes") and $1,250,000,000 aggregate
principal amount of 5.300% Notes due 2040 (the "2040 Notes" and, together with the 2015 Notes and the 2020 Notes, the
"notes"). Interest on the notes will be paid semi-annually in arrears on May 27 and November 27 of each year, beginning on
November 27, 2010. The 2015 Notes will mature on May 27, 2015, the 2020 Notes will mature on May 27, 2020 and the
2040 Notes will mature on May 27, 2040. We may redeem some or all of the notes at any time and from time to time at our
option. The redemption prices are discussed under the heading "Description of Notes--Redemption of the Notes."
The notes will be our general unsecured senior obligations and will rank equally with all of our other unsecured senior
indebtedness from time to time outstanding.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-2 of this prospectus
supplement.

Price to
Underwriting
Proceeds, Before

Public(1)
Discounts
Expenses, to Us

Per 2015 Note
99.898%
0.350%
99.548%
Total
$749,235,000
$2,625,000
$746,610,000

Per 2020 Note
99.951%
0.450%
99.501%
Total
$999,510,000
$4,500,000
$995,010,000

Per 2040 Note
99.228%
0.875%
98.353%
Total
$1,240,350,000
$10,937,500
$1,229,412,500

(1)
Plus accrued interest from May 27, 2010, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes will not be listed on any national securities exchange. Currently, there are no public markets for the notes.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear
Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about May 27, 2010.
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Joint Book-Running Managers
BofA Merrill

J.P. Morgan

Morgan Stanley
Lynch

Barclays Capital
Deutsche Bank Securities
Senior Co-Managers
Citi

BNP

RBS

Wells
PARIBAS
Fargo
Securities
Co-Managers

Mitsubishi

SOCIETE

Santander

Goldman,
UFJ
GENERALE
Sachs &
Securities
Co.

Banca

UBS

The Williams

Standard
IMI
Investment
Capital Group,
Chartered
Bank
L.P.
Bank

US Bancorp
The date of this prospectus supplement is May 24, 2010.
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Page 4 of 48
Table of Contents
TABLE OF CONTENTS

Page
About This Prospectus Supplement

S-ii
Abbott Laboratories

S-1
Recent Developments

S-1
Risk Factors

S-2
Cautionary Statement Regarding Forward-Looking Statements

S-4
Use of Proceeds

S-5
Ratio of Earnings To Fixed Charges

S-5
Capitalization

S-6
Description of Notes

S-7
Material U.S. Federal Income Tax Considerations
S-12
Underwriting
S-16
Legal Opinions
S-20
Experts
S-20
Prospectus
About This Prospectus Supplement

2
Abbott Laboratories

2
Use of Proceeds

2
Description of Debt Securities

2
Legal Opinions

11
Experts

11
Where You Can Find More Information

12
S-i
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Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering. The second part, the accompanying prospectus, gives more general information, some of which may not apply to
this offering. You should read the entire prospectus supplement, as well as the accompanying prospectus and the documents
incorporated by reference that are described under "Where You Can Find More Information" in the accompanying
prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus and any free writing prospectus prepared by or on behalf of us. We have not, and the underwriters
have not, authorized any other person to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in
this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference is accurate only as of
the respective dates of those documents in which the information is contained. Our business, financial condition, results of
operations, and prospects may have changed since those dates.
References to "Abbott," "we," "us," and "our" in this prospectus supplement and the accompanying prospectus are to
Abbott Laboratories, or Abbott Laboratories and its consolidated subsidiaries, as the context requires.
S-ii
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Table of Contents

ABBOTT LABORATORIES
Abbott Laboratories is an Illinois corporation, incorporated in 1900. 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.
Abbott's reportable segments are as follows:
Pharmaceutical Products--Worldwide sales of a broad line of pharmaceuticals. For segment reporting purposes, three
pharmaceutical divisions are aggregated and reported as the Pharmaceutical Products segment.
Nutritional Products--Worldwide sales of a broad line of adult and pediatric nutritional products.
Diagnostic Products--Worldwide sales of diagnostic systems and tests for blood banks, hospitals, commercial
laboratories and alternate-care testing sites. For segment reporting purposes, three diagnostic divisions are aggregated and
reported as the Diagnostic Products segment.
Vascular Products--Worldwide sales of coronary, endovascular and vessel closure products.

RECENT DEVELOPMENTS
On May 21, 2010, Abbott announced that its subsidiary Abbott Healthcare Private Limited entered into a definitive
Business Transfer Agreement (the "Agreement") with Piramal Healthcare Limited ("Piramal") to acquire Piramal's
Healthcare Solutions business (Domestic Formulations) for an up-front payment of $2.12 billion, plus $400 million annually
for the next four years, beginning in 2011. The Agreement is subject to shareholder approval of Piramal and other customary
closing conditions and regulatory approvals and includes customary representations, warranties and covenants by the parties.
S-1
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Table of Contents

RISK FACTORS
Before you decide to invest in the notes, you should consider the factors set forth below as well as the risk factors
discussed in our Annual Report on Form 10-K for the year ended December 31, 2009, our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2010 and our other filings with the Securities and Exchange Commission, which
are incorporated by reference into this prospectus supplement and the accompanying prospectus. See "Where You Can Find
More Information" in the accompanying prospectus.
A public trading market for the notes may not develop.
We have not applied and do not intend to apply for listing of the notes on any securities exchange or any automated
quotation system. As a result, markets for the notes may not develop or, if any do develop, they may not be sustained. If
active markets for the notes fail to develop or cannot be sustained, the trading prices and liquidity of the notes could be
adversely affected.
The market prices of the notes may be volatile.
The market prices of the notes will depend on many factors that may vary over time and some of which are beyond our
control, including:
·
our financial performance;

·
the amount of indebtedness we and our subsidiaries have outstanding;

·
market interest rates;

·
the market for similar securities;

·
competition; and

·
general economic conditions.
As a result of these factors, you may only be able to sell your notes at prices below those you believe to be appropriate,
including prices below the price you paid for them.
An increase in interest rates could result in a decrease in the relative value of the notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the
premium, if any, over market interest rates will decline. Consequently, if you purchase these notes and market interest rates
increase, the market values of your notes may decline. We cannot predict the future level of market interest rates.
Ratings of each series of notes may not reflect all risks of an investment in the notes.
We expect that the notes will be rated by at least one nationally recognized statistical rating organization. The ratings of
the notes will primarily reflect our financial strength and will change in accordance with the rating of our financial strength.
Any rating is not a recommendation to purchase, sell, or hold the notes. These ratings do not correspond to market price or
suitability for a particular investor. In addition, ratings at any time may be lowered or withdrawn in their entirety.
The notes do not restrict our ability to incur additional debt or prohibit us from taking other action that could negatively
impact holders of the notes.
We are not restricted under the terms of the indenture governing the notes or the notes from incurring additional
indebtedness. The terms of the indenture limit our ability to secure additional debt without also securing the notes and to
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enter into sale and leaseback transactions. However, these
S-2
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Table of Contents
limitations are subject to numerous exceptions. See "Description of Debt Securities--Certain Covenants of the Company" in
the accompanying prospectus. In addition, the notes do not require us to achieve or maintain any minimum financial results
relating to our financial position or results of operations. Our ability to recapitalize, incur additional debt, secure existing or
future debt, or take a number of other actions that are not limited by the terms of the indenture and the notes, including
repurchasing indebtedness or common shares or preferred shares, if any, or paying dividends, could have the effect of
diminishing our ability to make payments on the notes when due.
Our financial performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our
financial and operating performance, which, in turn, are subject to prevailing economic conditions and to financial, business
and other factors beyond our control.
The notes will be unsecured and effectively subordinated to our secured debt because, in certain circumstances, the
holders of secured debt will be entitled to proceed against the collateral securing such debt and only the proceeds of such
collateral in excess of the secured debt will be available for payment of the unsecured debt, including the notes.
The notes will be unsecured. As of March 31, 2010, we did not have any significant secured debt outstanding. The
holders of any secured debt that we may have may foreclose on our assets securing our debt, reducing the cash flow from the
foreclosed property available for payment of unsecured debt. The holders of any secured debt that we may have also would
have priority over unsecured creditors in the event of our liquidation. In the event of our bankruptcy, liquidation, or similar
proceeding, the holders of secured debt that we may have would be entitled to proceed against their collateral, and that
collateral will not be available for payment of unsecured debt, including the notes. As a result, the notes will be effectively
subordinated to any secured debt that we may have.
The notes are effectively subordinated to the liabilities of our subsidiaries, which may reduce our ability to use the assets
of our subsidiaries to make payments on the notes.
The notes are not guaranteed by our subsidiaries and therefore the notes will be effectively subordinated to all existing
and future indebtedness and other liabilities of our subsidiaries. In the event of a bankruptcy, liquidation, or similar
proceeding of a subsidiary, following payment by the subsidiary of its liabilities, the subsidiary may not have sufficient assets
to make payments to us. As of March 31, 2010, our subsidiaries had approximately $0.5 billion of outstanding indebtedness
(excluding intercompany debt and liabilities and accounts payable incurred in the ordinary course of business).
S-3
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Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference include
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management's current
expectations, estimates, and projections. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "forecasts," variations of these words, and similar expressions are intended to identify these forward-looking
statements. Certain factors, including but not limited to those identified under the heading "Risk Factors" in this prospectus
supplement, as well as those in Item 1A, "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year
ended December 31, 2009, our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 and our other
filings with the Securities and Exchange Commission, which are incorporated by reference into this prospectus supplement
and the accompanying prospectus, may cause actual results to differ materially from current expectations, estimates,
projections, and forecasts and from past results. You are cautioned not to place undue reliance on such statements, which
speak only as of the date made. Abbott undertakes no obligation to release publicly any revisions to forward-looking
statements as the result of subsequent events or developments.
S-4
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