Filed pursuant to Rule 433
Dated February 22, 2024
Issuer Free Writing Prospectus supplementing the
Preliminary Prospectus Supplement dated
February 21, 2024 and the
Prospectus dated February 22, 2022
Registration No. 333-262908
AbbVie Inc.
Pricing Term Sheet
$2,250,000,000 4.800% Senior Notes due 2027 (the “2027 Notes”)
$2,500,000,000 4.800% Senior Notes due 2029 (the “2029 Notes”)
$2,000,000,000 4.950% Senior Notes due 2031 (the “2031 Notes”)
$3,000,000,000 5.050% Senior Notes due 2034 (the “2034 Notes”)
$750,000,000 5.350% Senior Notes due 2044 (the “2044 Notes”)
$3,000,000,000 5.400% Senior Notes due 2054 (the “2054 Notes”)
$1,500,000,000 5.500% Senior Notes due 2064 (the “2064 Notes”)
Terms Applicable to Each Series of the Notes
| Issuer: | AbbVie Inc. |
| Trade Date: | February 22, 2024 |
| Settlement Date: | February 26, 2024 (T+2) |
| Ratings* | A3 (Stable) by Moody’s Investors Service, Inc. / A- (Stable) by Standard & Poor’s Ratings Group Inc. |
| Form of Offering: | SEC Registered (Registration No. 333-262908) |
| Joint Book-Running Managers: |
Morgan Stanley & Co. LLC (All Notes) J.P. Morgan Securities LLC (All Notes) BofA Securities, Inc. (All Notes) Citigroup Global Markets Inc. (All Notes) Barclays Capital Inc. (2054 Notes, 2064 Notes) BNP Paribas Securities Corp. (2044 Notes, 2054 Notes) HSBC Securities (USA) Inc. (2027 Notes, 2034 Notes) Deutsche Bank Securities Inc. (2034 Notes, 2044 Notes) SG Americas Securities, LLC (2027 Notes, 2031 Notes) Mizuho Securities USA LLC (2029 Notes, 2031 Notes) Wells Fargo Securities, LLC (2029 Notes, 2064 Notes) |
| Co-Managers: |
Barclays Capital Inc. (2027 Notes, 2029 Notes, 2031 Notes, 2034 Notes, 2044 Notes) BNP Paribas Securities Corp. (2027 Notes, 2029 Notes, 2031 Notes, 2034 Notes, 2064 Notes) HSBC Securities (USA) Inc. (2029 Notes, 2031 Notes, 2044 Notes, 2054 Notes, 2064 Notes) Deutsche Bank Securities Inc. (2027 Notes, 2029 Notes, 2031 Notes, 2054 Notes, 2064 Notes) SG Americas Securities, LLC (2029 Notes, 2034 Notes, 2044 Notes, 2054 Notes, 2064 Notes) Mizuho Securities USA LLC (2027 Notes, 2034 Notes, 2044 Notes, 2054 Notes, 2064 Notes) Wells Fargo Securities, LLC (2027 Notes, 2031 Notes, 2034 Notes, 2044 Notes, 2054 Notes) MUFG Securities Americas Inc. U.S. Bancorp Investments, Inc. Lloyds Securities Inc. Santander US Capital Markets LLC TD Securities (USA) LLC Siebert Williams Shank & Co., LLC R. Seelaus & Co., LLC CastleOak Securities, L.P. Samuel A. Ramirez & Company, Inc. Drexel Hamilton, LLC |
| Interest Payment Dates: | March 15 and September 15, commencing September 15, 2024 |
| Day Count Convention: | 30 / 360 |
Terms Applicable to 4.800% Senior Notes due 2027
| Aggregate Principal Amount: | $2,250,000,000 |
| Final Maturity Date: | March 15, 2027 |
| Public Offering Price: | 99.859%, plus accrued and unpaid interest, if any, from February 26, 2024 |
| Benchmark Treasury: | 4.125% due February 15, 2027 |
| Benchmark Treasury Price and Yield: | 98-31 / 4.499% |
| Spread to Benchmark Treasury: | T+35 bps |
| Coupon: | 4.800% |
| Yield to Maturity: | 4.849% |
| Make-Whole Call: | Make-whole call at T+10 bps |
| Par Call: | On or after February 15, 2027 |
| CUSIP / ISIN: | 00287YDR7 / US00287YDR71 |
Terms Applicable to 4.800% Senior Notes due 2029
| Aggregate Principal Amount: | $2,500,000,000 |
| Final Maturity Date: | March 15, 2029 |
| Public Offering Price: | 99.793%, plus accrued and unpaid interest, if any, from February 26, 2024 |
| Benchmark Treasury: | 4.000% due January 31, 2029 |
| Benchmark Treasury Price and Yield: | 98-15 ¼ / 4.346% |
| Spread to Benchmark Treasury: | T+50 bps |
| Coupon: | 4.800% |
| Yield to Maturity: | 4.846% |
| Make-Whole Call: | Make-whole call at T+10 bps |
| Par Call: | On or after February 15, 2029 |
| CUSIP / ISIN: | 00287YDS5 / US00287YDS54 |
Terms Applicable to 4.950% Senior Notes due 2031
| Aggregate Principal Amount: | $2,000,000,000 |
| Final Maturity Date: | March 15, 2031 |
| Public Offering Price: | 99.896%, plus accrued and unpaid interest, if any, from February 26, 2024 |
| Benchmark Treasury: | 4.000% due January 31, 2031 |
| Benchmark Treasury Price and Yield: | 97-26 ¼ / 4.367% |
| Spread to Benchmark Treasury: | T+60 bps |
| Coupon: | 4.950% |
| Yield to Maturity: | 4.967% |
| Make-Whole Call: | Make-whole call at T+10 bps |
| Par Call: | On or after January 15, 2031 |
| CUSIP / ISIN: | 00287YDT3 / US00287YDT38 |
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Terms Applicable to 5.050% Senior Notes due 2034
| Aggregate Principal Amount: | $3,000,000,000 |
| Final Maturity Date: | March 15, 2034 |
| Public Offering Price: | 99.685%, plus accrued and unpaid interest, if any, from February 26, 2024 |
| Benchmark Treasury: | 4.000% due February 15, 2034 |
| Benchmark Treasury Price and Yield: | 97-08+ / 4.340% |
| Spread to Benchmark Treasury: | T+75 bps |
| Coupon: | 5.050% |
| Yield to Maturity: | 5.090% |
| Make-Whole Call: | Make-whole call at T+12.5 bps |
| Par Call: | On or after December 15, 2033 |
| CUSIP / ISIN: | 00287YDU0 / US00287YDU01 |
Terms Applicable to 5.350% Senior Notes due 2044
| Aggregate Principal Amount: | $750,000,000 |
| Final Maturity Date: | March 15, 2044 |
| Public Offering Price: | 99.862%, plus accrued and unpaid interest, if any, from February 26, 2024 |
| Benchmark Treasury: | 4.750% due November 15, 2043 |
| Benchmark Treasury Price and Yield: | 101-25 / 4.611% |
| Spread to Benchmark Treasury: | T+75 bps |
| Coupon: | 5.350% |
| Yield to Maturity: | 5.361% |
| Make-Whole Call: | Make-whole call at T+12.5 bps |
| Par Call: | On or after September 15, 2043 |
| CUSIP / ISIN: | 00287YDV8 / US00287YDV83 |
Terms Applicable to 5.400% Senior Notes due 2054
| Aggregate Principal Amount: | $3,000,000,000 |
| Final Maturity Date: | March 15, 2054 |
| Public Offering Price: | 99.657%, plus accrued and unpaid interest, if any, from February 26, 2024 |
| Benchmark Treasury: | 4.750% due November 15, 2053 |
| Benchmark Treasury Price and Yield: | 104-16+ / 4.473% |
| Spread to Benchmark Treasury: | T+95 bps |
| Coupon: | 5.400% |
| Yield to Maturity: | 5.423% |
| Make-Whole Call: | Make-whole call at T+15 bps |
| Par Call: | On or after September 15, 2053 |
| CUSIP / ISIN: | 00287YDW6 / US00287YDW66 |
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Terms Applicable to 5.500% Senior Notes due 2064
| Aggregate Principal Amount: | $1,500,000,000 |
| Final Maturity Date: | March 15, 2064 |
| Public Offering Price: | 99.626%, plus accrued and unpaid interest, if any, from February 26, 2024 |
| Benchmark Treasury: | 4.750% due November 15, 2053 |
| Benchmark Treasury Price and Yield: | 104-16+ / 4.473% |
| Spread to Benchmark Treasury: | T+105 bps |
| Coupon: | 5.500% |
| Yield to Maturity: | 5.523% |
| Make-Whole Call: | Make-whole call at T+20 bps |
| Par Call: | On or after September 15, 2063 |
| CUSIP / ISIN: | 00287YDX4 / US00287YDX40 |
The Issuer has filed a registration statement (including a preliminary prospectus supplement and an accompanying prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents that the Issuer has filed with the SEC, including the preliminary prospectus supplement, for more complete information about the Issuer and this offering. You may get these documents for free by visiting the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request it by contacting Morgan Stanley & Co. LLC at 1-866-718-1649, J.P. Morgan Securities LLC collect at 1-212-834-4533, BofA Securities, Inc. at 1-800-294-1322 and Citigroup Global Markets Inc. at 1-800-831-9146.
The Issuer expects to deliver the Notes against payment for the Notes on or about February 26, 2024, which is the second business day following the date of the pricing of the Notes (‘‘T+2’’).
*These Issuer ratings are not a recommendation to buy, sell or hold the Notes offered hereby. The ratings may be subject to revision or withdrawal at any time by the relevant rating agency. Each of the Issuer ratings included herein should be evaluated independently of any other Issuer rating.
Terms used but not defined herein shall have the meanings ascribed thereto in the Issuer’s preliminary prospectus supplement, dated February 21, 2024, to the Issuer’s prospectus, dated February 22, 2022.
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