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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 26, 2025
ABBVIE
INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-35565 |
|
32-0375147 |
(State of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer Identification Number) |
1
North Waukegan Road
North
Chicago, Illinois 60064-6400
(Address
of principal executive offices, including zip code)
(847)
932-7900
(Registrant’s telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.01 Par Value |
|
ABBV |
|
New
York Stock Exchange Chicago
Stock Exchange |
0.750%
Senior Notes due 2027 |
|
ABBV27 |
|
New
York Stock Exchange |
2.125%
Senior Notes Due 2028 |
|
ABBV28 |
|
New
York Stock Exchange |
2.625%
Senior Notes Due 2028 |
|
ABBV28B |
|
New
York Stock Exchange |
2.125%
Senior Notes due 2029 |
|
ABBV29 |
|
New
York Stock Exchange |
1.250%
Senior Notes due 2031 |
|
ABBV31 |
|
New
York Stock Exchange |
Common Stock, $0.01 Par Value |
ABBV |
On February 26, 2025, AbbVie Inc. (“AbbVie”)
completed its previously announced underwritten public offering (the “Notes Offering”) of $1,250,000,000 billion in
aggregate principal amount of its 4.650% senior notes due 2028 (the “2028 Notes”), $1,000,000,000 in aggregate principal
amount of its 4.875% senior notes due 2030 (the “2030 Notes”), $1,000,000,000 in aggregate principal amount of its
5.200% senior notes due 2035 (the “2035 Notes”) and $750,000,000 in aggregate principal amount of its 5.600% senior
notes due 2055 (the “2055 Notes” and, together with the 2028 Notes, the 2030 Notes and the 2035 Notes, the “Notes”).
The offering of each series of Notes was registered
under the Securities Act of 1933, as amended (the “Act”), pursuant to AbbVie’s registration statement on Form S-3ASR
(File No. 333-284980) (the “Registration Statement”) dated as of February 14, 2025. The terms of the Notes
are further described in AbbVie’s prospectus supplement dated February 18, 2025, as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(5) of the Act on February 20, 2025.
The Notes are governed by the Indenture, dated
November 8, 2012 (the “Base Indenture”), between AbbVie and U.S. Bank Trust Company, National Association, as
successor-in-interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by that certain
Supplemental Indenture No. 11, dated as of February 26, 2025, with respect to the Notes (the “Supplemental Indenture”
and, together with the Base Indenture as so supplemented, the “Indenture”).
Each series of Notes will mature on March 15
of the applicable year. The Notes are unsecured, unsubordinated obligations of AbbVie and will rank equally in right of payment with all
of AbbVie’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations.
AbbVie may optionally redeem (i) the 2028
Notes in whole or in part at any time prior to February 15, 2028 (the “2028 Par Call Date”); (ii) the
2030 Notes in whole or in part at any time prior to February 15, 2030 (the “2030 Par Call Date”); (iii) the
2035 Notes in whole or in part at any time prior to December 15, 2034 (the “2035 Par Call Date”); and (iv) the
2055 Notes in whole or in part at any time prior to September 15, 2054 (the “2055 Par Call Date” and, together
with the 2028 Par Call Date, the 2030 Par Call Date and the 2035 Par Call Date, collectively, the “Par Call Dates”),
each at a redemption price calculated in a manner set forth in the Indenture. On or after the applicable Par Call Date in respect of a
series of Notes, AbbVie may redeem the Notes of such series, in whole or in part, at any time and from time to time, at a redemption price
equal to 100% of the principal amount of the Notes of such series being redeemed plus accrued and unpaid interest thereon to but not including
the redemption date.
The Indenture contains customary terms and covenants,
including limitations on AbbVie’s ability and the ability of certain of its subsidiaries to incur liens securing funded indebtedness
and on AbbVie’s ability to consolidate or merge with or into, or convey, transfer or lease its properties and assets substantially
as an entirety to any person.
The foregoing summary of the Indenture does not
purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indenture,
which are attached as Exhibits 4.1 and 4.2, respectively, hereto and are incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are provided as part
of this Form 8-K:
4.1 |
Indenture, dated November 8, 2012, between AbbVie Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Amendment No. 5 to AbbVie’s Registration Statement on Form 10 filed November 16, 2012). |
|
|
4.2 |
Supplemental Indenture No. 11, dated February 26, 2025, between AbbVie Inc. and U.S. Bank Trust Company, National Association, as trustee. |
|
|
4.3 |
Form of 4.650% Note due 2028 (included in Exhibit 4.2 hereto). |
|
|
4.4 |
Form of 4.875% Note due 2030 (included in Exhibit 4.2 hereto). |
|
|
4.5 |
Form of 5.200% Note due 2035 (included in Exhibit 4.2 hereto). |
|
|
4.6 |
Form of 5.600% Note due 2055 (included in Exhibit 4.2 hereto). |
|
|
5.1 |
Opinion of Wachtell, Lipton, Rosen & Katz, dated February 26, 2025, with respect to the Notes. |
|
|
23.1 |
Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1 of this Current Report on Form 8-K) |
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
ABBVIE INC. |
|
|
|
Date: February 26, 2025 |
By: |
/s/ Scott
T. Reents |
|
|
Scott T. Reents |
|
|
Executive Vice President, Chief Financial
Officer |
Exhibit 4.2
ABBVIE INC.
SUPPLEMENTAL INDENTURE NO. 11
$1,250,000,000 4.650% Senior Notes due 2028
$1,000,000,000 4.875% Senior Notes due 2030
$1,000,000,000 5.200% Senior Notes due 2035
$750,000,000 5.600% Senior Notes due 2055
THIS SUPPLEMENTAL INDENTURE NO. 11, dated as of
February 26, 2025 (the “Supplemental Indenture”), among ABBVIE INC., a Delaware corporation (the “Company”),
and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as successor-in-interest to U.S. Bank National Association,
as trustee (the “Trustee”).
RECITALS OF THE COMPANY:
WHEREAS, the Company has heretofore executed and
delivered to the Trustee an Indenture, dated as of November 8, 2012 (as heretofore supplemented or amended, the “Indenture”),
providing for the issuance from time to time of one or more series of Securities (as defined in the Indenture);
WHEREAS, Article IX of the Indenture provides
for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental
to the Indenture;
WHEREAS, Section 9.1(7) of the Indenture
provides that the Company and the Trustee may enter into an indenture supplemental to the Indenture to establish the form or terms of
Securities of any series as permitted by Sections 2.1 and 3.1 of the Indenture; and
WHEREAS, all the conditions and requirements necessary
to make this Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and
for the purposes herein expressed have been performed and fulfilled.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the
issuance of the series of Securities provided for herein, the Company and the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective Holders of the Securities of each such series as follows:
Article 1.
RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION
Section 1.1 Relation
to Indenture. This Supplemental Indenture constitutes an integral part of the Indenture and capitalized terms defined in the
Indenture that are used but not defined herein shall have the meanings assigned to such terms in the Indenture.
Section 1.2 Definitions.
For all purposes of this Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section.
“2028 Notes” has the meaning
assigned to such term in Section 2.1
“2030 Notes” has the meaning
assigned to such term in Section 2.1.
“2035 Notes” has the meaning
assigned to such term in Section 2.1.
“2055 Notes” has the meaning
assigned to such term in Section 2.1.
“Definitive Note” means a certificated
Note that does not include the Global Notes Legend.
“Depository” means The Depository
Trust Company, its nominees and their respective successors.
“Global Notes Legend” means
the legend set forth in Exhibits A1 through A4 to this Supplemental Indenture.
“Notes” means the 2028 Notes,
the 2030 Notes, the 2035 Notes and the 2055 Notes.
“Notes Custodian” means the
custodian with respect to a Global Note (as appointed by the Depository) or any successor person thereto, who will initially be the Trustee.
“Participant” means members
of, or participants in, the Depository.
Section 1.3 Amendment
to Section 4.1 of the Indenture. Solely as it relates to the Notes, Section 4.1 of the Indenture shall be amended
by replacing subsection (1)(B) with the following:
| (B) | all of the Securities of such series not theretofore delivered to the Trustee for cancellation |
(i) have
become due and payable,
(ii) will
become due and payable at their Stated Maturity within one year, or
(iii) if
redeemable at the Company’s option, are to be called for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,
and the Company, in the case of clause (i), (ii) or
(iii) above, has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge
the entire indebtedness on the Securities of such series not theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, and interest on the Securities of such series to the date of such deposit (in the case of Securities which have become
due and payable), or to their Stated Maturity or the Redemption Date, as the case may be (provided that in connection with any discharge
relating to any redemption that requires the payment of a premium, the amount deposited shall be sufficient for purposes of the Indenture
to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption,
with any deficit as of the Redemption Date only required to be deposited with the Trustee on or prior to the Redemption Date), together
with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at Maturity or the Redemption
Date, as the case may be;
Section 1.4 Amendment
to Section 5.1 to the Indenture. Solely as it relates to the Notes, Section 5.1 of the Indenture shall be amended by:
(a) replacing
subsection (4) with the following:
“default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for
a period of 90 days after the giving of written notice to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder (provided that such notice may
not be given with respect to any action taken, and reported publicly or to Holders of the Securities more than two years prior to such
notice);” and
(b) adding
the following paragraph at the end of Section 5.1:
“Any time period in this Indenture to cure any actual
or alleged default or Event of Default may be extended or stayed by a court of competent jurisdiction.”
Section 1.5 Amendment
to Section 11.2 of the Indenture. Solely as it relates to the Notes, Section 11.2 of the Indenture shall be amended
by replacing “45 days” with “15 days” therein.
Section 1.6 Amendment
to Section 11.3 of the Indenture. Solely as it relates to the Notes, Section 11.3 of the Indenture shall be amended
by (a) replacing “45 days” with “15 days” therein, in each instance thereof, and (b) replacing “by
random lot” with “pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair.”
Section 1.7 Amendment
to Section 11.4 of the Indenture. Solely as it relates to the Notes, Section 11.4 of the Indenture shall be amended
by:
(a) replacing
the first sentence therein with the following:
“Notice
of redemption shall be given electronically or by first-class mail, postage prepaid to each Holder of Securities to be redeemed, at his
or her address appearing in the Security Register, or otherwise in accordance with the applicable procedures of The Depository Trust Company,
sent or mailed not less than 10 nor more than 60 days prior to the Redemption Date.”
(b) adding
the following sentence to the end of Section 11.4 of the Indenture:
“Any
redemption or notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent, and, at the
Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied.”
Section 1.8 Amendment
to Section 13.4 of the Indenture. Solely as it relates to the Notes, Section 13.4 of the Indenture shall be
amended by replacing subsections (5) and (6) with the following:
| (5) | In the case of an election under Section 13.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since
the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax in the same manner
as would have been the case if such defeasance had not occurred. |
| (6) | In the case of an election under Section 13.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the beneficial owners of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal income tax in the same manner as would have been the case
if such covenant defeasance had not occurred. |
Section 1.9 Rules of
Construction. For all purposes of this Supplemental Indenture:
(a) capitalized
terms used herein without definition shall have the meanings specified in the Indenture;
(b) all
references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture;
(c) the
terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental
Indenture; and
(d) in
the event of a conflict with the definition of terms in the Indenture, the definitions in this Supplemental Indenture shall control.
Article 2.
THE SECURITIES
Section 2.1 Title
of the Notes. There shall be (i) a series of Securities designated the 4.650% Senior Notes due 2028 (the “2028
Notes”), (ii) a series of Securities designated the 4.875% Senior Notes due 2030 (the “2030 Notes”),
(iii) a series of Securities designated the 5.200% Senior Notes due 2035 (the “2035 Notes”) and (iv) a series
of Securities designated the 5.600% Senior Notes due 2055 (the “2055 Notes”).
Section 2.2 Initial
Principal Amount. The 2028 Notes will be initially issued in an aggregate principal amount of $1,250,000,000, the 2030 Notes
will be initially issued in an aggregate principal amount of $1,000,000,000, the 2035 Notes will be initially issued in an aggregate principal
amount of $1,000,000,000 and the 2055 Notes will be initially issued in an aggregate principal amount of $750,000,000.
Section 2.3 [Reserved].
Section 2.4 Form and
Dating.
(a) General.
The Notes and the Trustee’s certificate of authentication shall be substantially in the forms set forth in the corresponding Exhibits A1-A4
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated
the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The
Notes of each series and any additional Notes of such series subsequently issued under the Indenture will be treated as a single series
or class for all purposes under the Indenture, including, without limitation, waivers, amendments and redemptions; provided that, if any
such additional Notes are not fungible with the existing Notes for Federal income tax purposes, such additional Notes will have a separate
CUSIP number.
The terms and provisions contained in the Notes
shall constitute, and are hereby expressly made, a part of this Supplemental Indenture, and the Company and the Trustee, by their execution
and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent
any provision of any Note conflicts with the express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture
shall govern and be controlling.
The Company hereby designates The Depository Trust
Company as the initial Depository for the Global Notes.
(b) Global
Notes. The Notes will be issued initially in the form of one or more global notes (the “Global Notes”) in
definitive, fully registered, book-entry form. The Global Notes will be delivered to the Notes Custodian and registered in the name of
the Depository or the nominee of such Depository. The aggregate principal amount of the Global Notes may from time to time be increased
or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.
(c) Book-Entry
Provisions. This Section 2.4(c) shall apply only to a Global Note deposited with or on behalf of the Depository. The
Company shall execute and the Trustee shall, in accordance with this Section 2.4(c) and pursuant to an order of the Company,
authenticate and deliver initially one or more Global Notes that (A) shall be registered in the name of the Depository for such Global
Note or Global Notes or the nominee of such Depository and (B) shall be delivered by the Trustee to such Depository or pursuant to
such Depository’s instructions or held by the Trustee as Notes Custodian.
(d) Payments.
Payments in respect of the principal of, premium, if any, and interest on a Global Note registered in the name of the Depository or its
nominee will be payable to the Depository in its capacity as the registered holder under the Indenture. Under the terms of the Indenture,
the Company, the Trustee and any agent of the Company or the Trustee will treat the persons in whose names the Notes, including the Global
Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes, whether or not the
Notes be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Participants,
the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any
Global Note.
(e) Definitive
Notes. Except as provided in Section 2.6, owners of a beneficial interest in the Global Notes will not have Notes registered
in their names, will not receive physical delivery of Definitive Notes and will not be considered the registered owners or “holders”
thereof under the Indenture for any purpose.
Section 2.5 Transfer
and Exchange.
(a) Transfer
and Exchange of Definitive Notes. When Definitive Notes are presented to the Security Registrar with a request:
(i) to
register the transfer of such Definitive Notes; or
(ii) to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Security Registrar
shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however,
that the Definitive Notes surrendered for transfer or exchange:
(A) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar,
duly executed by the Holder thereof or his or her attorney duly authorized in writing; and
(B) are
accompanied by the following additional information and documents, as applicable:
(x) if
such Definitive Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect (in the form set forth on the reverse side of the Note); or
(y) if
such Definitive Notes are being transferred to the Company, a certification to that effect (in the form satisfactory to the Trustee).
(b) Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirement set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar,
together with written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books
and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the
Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee
shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Global
Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited
to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of
the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for certificated
securities pursuant to Section 2.6, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order,
a new Global Note in the appropriate principal amount.
(c) Transfer
and Exchange of Global Notes.
(i) The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this
Supplemental Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.
A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the Depository’s procedures
containing information regarding the participant account of the Depository to be credited with a beneficial interest in such Global Note
or another Global Note, and such account shall be credited in accordance with such order with a beneficial interest in the applicable
Global Note, and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global
Note being transferred.
(ii) If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Security
Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest
is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall
reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest
is being transferred.
(iii) Notwithstanding
any other provisions of this Supplemental Indenture (other than the provisions set forth in Section 2.6), a Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.
(d) [Reserved].
(e) [Reserved].
(f) Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by the Depository to the Trustee for cancellation
or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged
for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal
amount of Notes represented by such Global Note shall be reduced, and an adjustment shall be made on the books and records of the Trustee
(if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect
such reduction.
(g) Obligations
with Respect to Transfers and Exchanges of Notes.
(i) To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global
Notes at the Security Registrar’s request.
(ii) No
service charge shall be made for any registration of transfer or exchange of the Notes, but the Company or the Security Registrar may
require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith
(other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections
9.6 or 11.7 of the Indenture).
(h) Prior
to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security Registrar
may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the
Company, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(i) The
Company hereby appoints the Trustee as Security Registrar for the Notes. Neither the Company nor the Security Registrar shall be required
to register the transfer of or exchange Notes of any series (i) during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of Notes of that series selected for redemption under Section 11.3 of the Indenture
and ending at the close of business on the day of such mailing, or (ii) so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.
(j) All
Notes issued upon any transfer or exchange pursuant to the terms of this Supplemental Indenture shall evidence the same Debt and shall
be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(k) No
Obligation of the Trustee.
(i) The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depository
or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under
or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under
the Notes shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global
Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and
procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository
with respect to its members, participants and any beneficial owners.
(ii) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Supplemental
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Section 2.6 Definitive
Notes.
(a) A
Global Note deposited with the Depository or with the Trustee as Notes Custodian pursuant to Section 2.4 shall be transferred to
the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global
Note, in exchange for such Global Note, only if such transfer complies with Section 2.5 and (i) the Depository (A) notifies
the Company that the Depository is no longer willing or able to act as a depositary or clearing system for the Notes or (B) ceases
to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended, and in either event, a successor
depositary or clearing system is not appointed by the Company within 90 days of such notice or cessation, (ii) upon the occurrence
and continuation of an Event of Default and the Depository notifies the Trustee of its decision to exchange the Global Note for Definitive
Notes, or (iii) the Company determines not to have the Notes represented by a Global Note.
(b) Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.6 shall be surrendered by the Depository
to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and upon Company Order the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes
of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.6 shall be executed, authenticated
and delivered only in denominations of $2,000 of principal amount and any integral multiple of $1,000 in excess thereof and registered
in such names as requested by or on behalf of the Depository (in accordance with its customary procedures).
(c) The
registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to take under the Indenture or the Notes.
(d) In
the event of the occurrence of any of the events specified in Section 2.6(a)(i), (ii) or (iii), the Company will promptly make
available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.
Article 3.
MISCELLANEOUS PROVISIONS
Section 3.1 Ratification.
The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
Section 3.2 Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original,
and all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture
and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile, PDF or other electronic transmission (e.g., www.docusign.com) shall constitute effective
execution and delivery of this Supplemental Indenture as to the other parties hereto shall be deemed to be their original signatures for
all purposes.
The words “execution,” “signed,” “signature,”
and words of like import in this Supplemental Indenture and (solely as it relates to the Notes) in the Indenture shall be deemed to include
electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
The Company agrees to assume all risks arising out of the use of digital
signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of the Trustee acting
on unauthorized instructions, and the risk of interception and misuse by third parties, in each case, except to the extent arising from
the negligence or bad faith of the Trustee.
Section 3.3 Governing
Law. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
Section 3.4 Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act
that is required under the Trust Indenture Act to be a part of and govern this Supplemental Indenture, the latter provision shall control.
If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified
or excluded, the latter provision shall be deemed to apply to this Supplemental Indenture as so modified or to be excluded, as the case
may be.
Section 3.5 The
Trustee. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall
be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture or of the Securities.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the day and year first above written.
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ABBVIE INC. |
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By: |
/s/
Scott T. Reents |
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Name: |
Scott T. Reents |
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Title: |
Executive Vice President, Chief Financial Officer |
[Signature Page to Supplemental Indenture]
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U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee |
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By: |
/s/
Linda Garcia |
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Name: |
Linda Garcia |
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Title: |
Vice President |
[Signature Page to Supplemental Indenture]
EXHIBIT A1 — Form of 4.650%
Senior Notes due 2028
ABBVIE INC.
4.650% Senior Notes due 2028
CUSIP No: 00287Y DY2
ISIN No: US00287YDY23
This Security is a Security in a global form within
the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This
global Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole
by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository)
may be registered except in such limited circumstances.
Unless this Security is presented by an authorized
representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this Security is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
ABBVIE INC.
ABBVIE
INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term
includes any successor Person under the Indenture and Supplemental Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of [•]
Dollars ($[•]), or such other principal sum as may be indicated
on the Schedule of Exchanges attached hereto, on March 15, 2028 and to pay interest thereon from February 26, 2025 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 15 and
September 15 in each year, commencing September 15, 2025, at the rate of 4.650% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall be the date that is fifteen calendar days prior to the
relevant Interest Payment Date (whether or not a Business Day). Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any)
and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in St. Paul, Minnesota,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be made by (1) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (2) wire transfer as directed by the Holder, in immediately
available funds to an account maintained by the Depository or its nominee with respect to a Global Note, and to the Holder or its nominee
with respect to a Definitive Note; provided further that in the case of a Definitive Note (1) the Holder thereof shall have provided
written wiring instructions to the Trustee on or before the related Regular Record Date and (2) if appropriate instructions for any
such wire transfer are not received by the related Regular Record Date, then such payment shall be made by check mailed to the address
of the Holder specified in the Security Register.
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated: February 26, 2025
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ABBVIE INC. |
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By: |
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Name: |
Scott T. Reents |
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Title: |
Chief Financial Officer and Executive Vice President |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: February 26, 2025
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U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee |
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By: |
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Name: |
[ ] |
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Title: |
[ ] |
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[Authorized Officer] |
[FORM OF REVERSE OF SECURITY]
This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called the “Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as
trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and Supplemental
Indenture No. 11, dated as of February 26, 2025 (herein called the “Supplemental Indenture”), among the Company
and the Trustee, to which Indenture, Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities
of this series and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, in an initial aggregate principal amount of $1,250,000,000.
At any time prior to the Par Call Date (as defined
below), the Company may redeem the Securities of this series at its option, in whole or in part, at any time and from time to time, at
a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming such Securities matured
on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10
basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the Securities
of this series to be redeemed,
plus, in either case, accrued and unpaid interest
thereon to the Redemption Date.
On or after the Par Call Date, the Company may
redeem the Securities of this series, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the
principal amount of the Securities of this series being redeemed plus accrued and unpaid interest thereon to the Redemption Date.
“Par
Call Date” means February 15, 2028 (the date that is one (1) month prior to the maturity date of the Securities
of this series).
“Treasury Rate” means, with
respect to any Redemption Date for Securities of this series, the yield applicable to this series of Securities determined by the Company
in accordance with the following two paragraphs. The Treasury Rate applicable to this series of Securities shall be determined by the
Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board
of Governors of the Federal Reserve System), on the third New York Business Day preceding such Redemption Date based upon the yield or
yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of
Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation
or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities —
Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the applicable Treasury Rate, the Company
shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from such Redemption
Date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on
H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately
shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life —
and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and
rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer
than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this
paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant
number of months or years, as applicable, of such Treasury constant maturity from such redemption date.
If on the third New York Business Day preceding
such Redemption Date, H.15 TCM is no longer published, the Company shall calculate the applicable Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second New York Business Day preceding
such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as
applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the Par Call Date
and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.
In determining the applicable Treasury Rate in
accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall
be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time,
of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
No Securities of this series of a principal amount
of $2,000 or less will be redeemed in part. For so long as the Securities are held by The Depository Trust Company (or another depositary),
the redemption of the Securities shall be done in accordance with the policies and procedures of the applicable depositary.
“New York Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business
in New York, New York.
The Securities of this series do not provide for
a sinking fund.
If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture apply to the Securities
of this series.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding
of any series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture or Supplemental
Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only
in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any registration
of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient to cover any transfer
tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 9.6 or 11.7 of the Indenture).
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose name this Security is
registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined
in the Indenture and Supplemental Indenture shall have the meanings assigned to them in the Indenture and Supplemental Indenture.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This Security is a Book-Entry Security within the
meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security
is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances
described in the Indenture and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee
of the Depository to the Depository or another nominee of the Depository.
* * *
CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF SECURITIES
This Certificate relates to $
principal amount of Securities held in (check applicable space) book-entry or
definitive form by
(the “Transferor”).
The Transferor (check one box below):
| ¨ | has requested the Trustee by written order to deliver in exchange for its beneficial interest in the global Security held by the Depository
a Security or Securities in definitive, registered form of authorized denominations in an aggregate principal amount equal to its beneficial
interest in such global Security (or the portion thereof indicated above); or |
| ¨ | has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. |
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[INSERT NAME OF TRANSFEROR] |
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Dated: |
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By: |
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SCHEDULE OF EXCHANGES
The following exchanges, redemptions or purchases
of a part of this Book-Entry Security have been made:
Date of
Exchange/
Redemption/
Repurchase |
Amount of
decrease in
Principal Amount
of this Book-Entry
Security |
Amount of
increase in
Principal Amount
of this Book-
Entry Security |
Principal Amount
of this Book-Entry
Security following
such decrease (or
increase) |
Signature of
authorized
signatory of
Trustee |
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
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(Print or type assignee’s name, address and zip code) |
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(Insert assignee’s soc. sec. or tax I.D. No.) |
and irrevocably appoint
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.
Date: |
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Your Signature*: |
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By: |
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Name: |
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Title: |
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Sign exactly as your name appears on the other
side of this Security.
*NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which
requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.
EXHIBIT A2 — Form of 4.875%
Senior Notes due 2030
ABBVIE INC.
4.875% Senior Notes due 2030
CUSIP No: 00287Y DZ9
ISIN No: US00287YDZ97
This Security is a Security in a global form within
the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This
global Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole
by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository)
may be registered except in such limited circumstances.
Unless this Security is presented by an authorized
representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this Security is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
ABBVIE INC.
ABBVIE
INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term
includes any successor Person under the Indenture and Supplemental Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of [•]
Dollars ($[•]), or such other principal sum as may be indicated
on the Schedule of Exchanges attached hereto, on March 15, 2030 and to pay interest thereon from February 26, 2025 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 15 and
September 15 in each year, commencing September 15, 2025, at the rate of 4.875% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall be the date that is fifteen calendar days prior to the
relevant Interest Payment Date (whether or not a Business Day). Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any)
and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in St. Paul, Minnesota,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be made by (1) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (2) wire transfer as directed by the Holder, in immediately
available funds to an account maintained by the Depository or its nominee with respect to a Global Note, and to the Holder or its nominee
with respect to a Definitive Note; provided further that in the case of a Definitive Note (1) the Holder thereof shall have provided
written wiring instructions to the Trustee on or before the related Regular Record Date and (2) if appropriate instructions for any
such wire transfer are not received by the related Regular Record Date, then such payment shall be made by check mailed to the address
of the Holder specified in the Security Register.
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated: February 26, 2025 |
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ABBVIE
INC. |
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By: |
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Name: |
Scott
T. Reents |
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Title: |
Chief
Financial Officer and Executive Vice President |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: February 26, 2025
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U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Trustee |
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By: |
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Name: |
[ ] |
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Title: |
[ ] |
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[Authorized Officer] |
[FORM OF REVERSE OF SECURITY]
This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called the “Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as
trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and Supplemental
Indenture No. 11, dated as of February 26, 2025 (herein called the “Supplemental Indenture”), among the Company
and the Trustee, to which Indenture, Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities
of this series and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, in an initial aggregate principal amount of $1,000,000,000.
At any time prior to the Par Call Date (as defined
below), the Company may redeem the Securities of this series at its option, in whole or in part, at any time and from time to time, at
a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming such Securities matured
on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10
basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the Securities
of this series to be redeemed,
plus, in either case, accrued and unpaid interest
thereon to the Redemption Date.
On or after the Par Call Date, the Company may
redeem the Securities of this series, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the
principal amount of the Securities of this series being redeemed plus accrued and unpaid interest thereon to the Redemption Date.
“Par
Call Date” means February 15, 2030 (the date that is one (1) month prior to the maturity date of the Securities
of this series).
“Treasury Rate” means, with
respect to any Redemption Date for Securities of this series, the yield applicable to this series of Securities determined by the Company
in accordance with the following two paragraphs. The Treasury Rate applicable to this series of Securities shall be determined by the
Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board
of Governors of the Federal Reserve System), on the third New York Business Day preceding such Redemption Date based upon the yield or
yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of
Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation
or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities —
Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the applicable Treasury Rate, the Company
shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from such Redemption
Date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on
H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately
shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life —
and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and
rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer
than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this
paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant
number of months or years, as applicable, of such Treasury constant maturity from such redemption date.
If on the third New York Business Day preceding
such Redemption Date, H.15 TCM is no longer published, the Company shall calculate the applicable Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second New York Business Day preceding
such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as
applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the Par Call Date
and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.
In determining the applicable Treasury Rate in
accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall
be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time,
of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
No Securities of this series of a principal amount
of $2,000 or less will be redeemed in part. For so long as the Securities are held by The Depository Trust Company (or another depositary),
the redemption of the Securities shall be done in accordance with the policies and procedures of the applicable depositary.
“New York Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business
in New York, New York.
The Securities of this series do not provide for
a sinking fund.
If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture apply to the Securities
of this series.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding
of any series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture or Supplemental
Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only
in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any registration
of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient to cover any transfer
tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 9.6 or 11.7 of the Indenture).
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose name this Security is
registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined
in the Indenture and Supplemental Indenture shall have the meanings assigned to them in the Indenture and Supplemental Indenture.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This Security is a Book-Entry Security within the
meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security
is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances
described in the Indenture and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee
of the Depository to the Depository or another nominee of the Depository.
* * *
CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF SECURITIES
This Certificate relates to $
principal amount of Securities held in (check applicable space) book-entry or
definitive form by
(the “Transferor”).
The Transferor (check one box below):
| ¨ | has requested the Trustee by written order to deliver in exchange for its beneficial interest in the global Security held by the Depository
a Security or Securities in definitive, registered form of authorized denominations in an aggregate principal amount equal to its beneficial
interest in such global Security (or the portion thereof indicated above); or |
| ¨ | has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. |
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[INSERT
NAME OF TRANSFEROR] |
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Dated: |
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By: |
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SCHEDULE OF EXCHANGES
The following exchanges, redemptions or purchases
of a part of this Book-Entry Security have been made:
Date of
Exchange/
Redemption/
Repurchase |
Amount of
decrease in
Principal Amount
of this Book-Entry
Security |
Amount of
increase in
Principal Amount
of this Book-
Entry Security |
Principal Amount
of this Book-Entry
Security following
such decrease (or
increase) |
Signature of
authorized
signatory of
Trustee |
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
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(Print or type assignee’s name, address and zip code) |
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(Insert assignee’s soc. sec. or tax I.D. No.) |
and irrevocably appoint
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.
Date: |
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Your Signature*: |
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By: |
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Name: |
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Title: |
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Sign exactly as your name appears on the other
side of this Security.
*NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which
requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.
EXHIBIT A3 — Form of 5.200%
Senior Notes due 2035
ABBVIE INC.
5.200% Senior Notes due 2035
CUSIP No: 00287Y EA3
ISIN No:US00287YEA38
This Security is a Security in a global form within
the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This
global Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole
by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository)
may be registered except in such limited circumstances.
Unless this Security is presented by an authorized
representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this Security is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
ABBVIE INC.
ABBVIE
INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term
includes any successor Person under the Indenture and Supplemental Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of [•]
Dollars ($[•]), or such other principal sum as may be indicated
on the Schedule of Exchanges attached hereto, on March 15, 2035 and to pay interest thereon from February 26, 2025 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 15 and
September 15 in each year, commencing September 15, 2025, at the rate of 5.200% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall be the date that is fifteen calendar days prior to the
relevant Interest Payment Date (whether or not a Business Day). Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any)
and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in St. Paul, Minnesota,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be made by (1) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (2) wire transfer as directed by the Holder, in immediately
available funds to an account maintained by the Depository or its nominee with respect to a Global Note, and to the Holder or its nominee
with respect to a Definitive Note; provided further that in the case of a Definitive Note (1) the Holder thereof shall have provided
written wiring instructions to the Trustee on or before the related Regular Record Date and (2) if appropriate instructions for any
such wire transfer are not received by the related Regular Record Date, then such payment shall be made by check mailed to the address
of the Holder specified in the Security Register.
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated: February 26, 2025
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ABBVIE INC. |
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By: |
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Name: |
Scott T. Reents |
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Title: |
Chief Financial Officer and Executive Vice President |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: February 26, 2025
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U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee |
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By: |
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Name: |
[ ] |
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Title: |
[ ] |
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[Authorized Officer] |
[FORM OF REVERSE OF SECURITY]
This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called the “Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as
trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and Supplemental
Indenture No. 11, dated as of February 26, 2025 (herein called the “Supplemental Indenture”), among the Company
and the Trustee, to which Indenture, Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities
of this series and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, in an initial aggregate principal amount of $1,000,000,000.
At any time prior to the Par Call Date (as defined
below), the Company may redeem the Securities of this series at its option, in whole or in part, at any time and from time to time, at
a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming such Securities matured
on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15
basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the Securities
of this series to be redeemed,
plus, in either case, accrued and unpaid interest
thereon to the Redemption Date.
On or after the Par Call Date, the Company may
redeem the Securities of this series, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the
principal amount of the Securities of this series being redeemed plus accrued and unpaid interest thereon to the Redemption Date.
“Par
Call Date” means December 15, 2034 (the date that is three (3) months prior to the maturity date of the Securities
of this series).
“Treasury Rate” means, with
respect to any Redemption Date for Securities of this series, the yield applicable to this series of Securities determined by the Company
in accordance with the following two paragraphs. The Treasury Rate applicable to this series of Securities shall be determined by the
Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board
of Governors of the Federal Reserve System), on the third New York Business Day preceding such Redemption Date based upon the yield or
yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of
Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation
or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities —
Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the applicable Treasury Rate, the Company
shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from such Redemption
Date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on
H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately
shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life —
and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and
rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer
than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this
paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant
number of months or years, as applicable, of such Treasury constant maturity from such redemption date.
If on the third New York Business Day preceding
such Redemption Date, H.15 TCM is no longer published, the Company shall calculate the applicable Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second New York Business Day preceding
such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as
applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the Par Call Date
and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.
In determining the applicable Treasury Rate in
accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall
be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time,
of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
No Securities of this series of a principal amount
of $2,000 or less will be redeemed in part. For so long as the Securities are held by The Depository Trust Company (or another depositary),
the redemption of the Securities shall be done in accordance with the policies and procedures of the applicable depositary.
“New York Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business
in New York, New York.
The Securities of this series do not provide for
a sinking fund.
If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture apply to the Securities
of this series.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding
of any series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture or Supplemental
Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only
in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any registration
of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient to cover any transfer
tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 9.6 or 11.7 of the Indenture).
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose name this Security is
registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined
in the Indenture and Supplemental Indenture shall have the meanings assigned to them in the Indenture and Supplemental Indenture.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This Security is a Book-Entry Security within the
meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security
is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances
described in the Indenture and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee
of the Depository to the Depository or another nominee of the Depository.
* * *
CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF SECURITIES
This Certificate relates to $
principal amount of Securities held in (check applicable space) book-entry or
definitive form by
(the “Transferor”).
The Transferor (check one box below):
| ¨ | has requested the Trustee by written order to deliver in exchange for its beneficial interest in the global Security held by the Depository
a Security or Securities in definitive, registered form of authorized denominations in an aggregate principal amount equal to its beneficial
interest in such global Security (or the portion thereof indicated above); or |
| ¨ | has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. |
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[INSERT
NAME OF TRANSFEROR] |
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Dated: |
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By: |
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SCHEDULE OF EXCHANGES
The following exchanges, redemptions or purchases
of a part of this Book-Entry Security have been made:
Date of
Exchange/
Redemption/
Repurchase |
Amount of
decrease in
Principal Amount
of this Book-Entry
Security |
Amount of
increase in
Principal Amount
of this Book-
Entry Security |
Principal Amount
of this Book-Entry
Security following
such decrease (or
increase) |
Signature of
authorized
signatory of
Trustee |
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
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(Print or type assignee’s name, address and zip code) |
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(Insert assignee’s soc. sec. or tax I.D. No.) |
and irrevocably appoint
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.
Date: |
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Your Signature*: |
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By: |
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Name: |
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Title: |
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Sign exactly as your name appears on the other
side of this Security.
*NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which
requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.
EXHIBIT A4 — Form of 5.600%
Senior Notes due 2055
ABBVIE INC.
5.600% Senior Notes due 2055
CUSIP No: 00287Y EB1
ISIN No: US00287YEB11
This Security is a Security in a global form within
the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This
global Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole
by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository)
may be registered except in such limited circumstances.
Unless this Security is presented by an authorized
representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this Security is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
ABBVIE INC.
ABBVIE
INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term
includes any successor Person under the Indenture and Supplemental Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of [•]
Dollars ($[•]), or such other principal sum as may be indicated
on the Schedule of Exchanges attached hereto, on March 15, 2055 and to pay interest thereon from February 26, 2025 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 15 and
September 15 in each year, commencing September 15, 2025, at the rate of 5.600% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall be the date that is fifteen calendar days prior to the
relevant Interest Payment Date (whether or not a Business Day). Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any)
and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in St. Paul, Minnesota,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be made by (1) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (2) wire transfer as directed by the Holder, in immediately
available funds to an account maintained by the Depository or its nominee with respect to a Global Note, and to the Holder or its nominee
with respect to a Definitive Note; provided further that in the case of a Definitive Note (1) the Holder thereof shall have provided
written wiring instructions to the Trustee on or before the related Regular Record Date and (2) if appropriate instructions for any
such wire transfer are not received by the related Regular Record Date, then such payment shall be made by check mailed to the address
of the Holder specified in the Security Register.
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated: February 26, 2025
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ABBVIE INC. |
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By: |
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Name: |
Scott T. Reents |
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Title: |
Chief Financial Officer and Executive Vice President |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: February 26, 2025
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U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee |
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By: |
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Name: |
[ ] |
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Title: |
[ ] |
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[Authorized Officer] |
[FORM OF REVERSE OF SECURITY]
This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called the “Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as
trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and Supplemental
Indenture No. 11, dated as of February 26, 2025 (herein called the “Supplemental Indenture”), among the Company
and the Trustee, to which Indenture, Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities
of this series and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, in an initial aggregate principal amount of $750,000,000.
At any time prior to the Par Call Date (as defined
below), the Company may redeem the Securities of this series at its option, in whole or in part, at any time and from time to time, at
a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming such Securities matured
on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15
basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the Securities
of this series to be redeemed,
plus, in either case, accrued and unpaid interest
thereon to the Redemption Date.
On or after the Par Call Date, the Company may
redeem the Securities of this series, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the
principal amount of the Securities of this series being redeemed plus accrued and unpaid interest thereon to the Redemption Date.
“Par
Call Date” means September 15, 2054 (the date that is six (6) months prior to the maturity date of the Securities
of this series).
“Treasury Rate” means, with
respect to any Redemption Date for Securities of this series, the yield applicable to this series of Securities determined by the Company
in accordance with the following two paragraphs. The Treasury Rate applicable to this series of Securities shall be determined by the
Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board
of Governors of the Federal Reserve System), on the third New York Business Day preceding such Redemption Date based upon the yield or
yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of
Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation
or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities —
Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the applicable Treasury Rate, the Company
shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from such Redemption
Date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on
H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately
shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life —
and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and
rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer
than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this
paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant
number of months or years, as applicable, of such Treasury constant maturity from such redemption date.
If on the third New York Business Day preceding
such Redemption Date, H.15 TCM is no longer published, the Company shall calculate the applicable Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second New York Business Day preceding
such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as
applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the Par Call Date
and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.
In determining the applicable Treasury Rate in
accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall
be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time,
of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
No Securities of this series of a principal amount
of $2,000 or less will be redeemed in part. For so long as the Securities are held by The Depository Trust Company (or another depositary),
the redemption of the Securities shall be done in accordance with the policies and procedures of the applicable depositary.
“New York Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business
in New York, New York.
The Securities of this series do not provide for
a sinking fund.
If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture apply to the Securities
of this series.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding
of any series, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture or Supplemental
Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only
in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any registration
of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient to cover any transfer
tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 9.6 or 11.7 of the Indenture).
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose name this Security is
registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined
in the Indenture and Supplemental Indenture shall have the meanings assigned to them in the Indenture and Supplemental Indenture.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This Security is a Book-Entry Security within the
meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security
is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances
described in the Indenture and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee
of the Depository to the Depository or another nominee of the Depository.
* * *
CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF SECURITIES
This Certificate relates to $
principal amount of Securities held in (check applicable space) book-entry or
definitive form by
(the “Transferor”).
The Transferor (check one box below):
| ¨ | has requested the Trustee by written order to deliver in exchange for its beneficial interest in the global Security held by the Depository
a Security or Securities in definitive, registered form of authorized denominations in an aggregate principal amount equal to its beneficial
interest in such global Security (or the portion thereof indicated above); or |
| ¨ | has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. |
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[INSERT NAME OF TRANSFEROR] |
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Dated: |
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By: |
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SCHEDULE OF EXCHANGES
The following exchanges, redemptions or purchases
of a part of this Book-Entry Security have been made:
Date of
Exchange/
Redemption/
Repurchase |
Amount of
decrease in
Principal Amount
of this Book-Entry
Security |
Amount of
increase in
Principal Amount
of this Book-
Entry Security |
Principal Amount
of this Book-Entry
Security following
such decrease (or
increase) |
Signature of
authorized
signatory of
Trustee |
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
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(Print or type assignee’s name, address and zip code) |
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(Insert assignee’s soc. sec. or tax I.D. No.) |
and irrevocably appoint
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.
Date: |
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Your Signature*: |
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By: |
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Name: |
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Title: |
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Sign exactly as your name appears on the other
side of this Security.
*NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which
requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.
Exhibit 5.1
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MARTIN
LIPTON
HERBERT M. WACHTELL
EDWARD D. HERLIHY
DANIEL A. NEFF
STEVEN A. ROSENBLUM
SCOTT K. CHARLES
JODI J. SCHWARTZ
ADAM O. EMMERICH
RALPH M. LEVENE
ROBIN PANOVKA
DAVID A. KATZ
ILENE KNABLE GOTTS
ANDREW J. NUSSBAUM
RACHELLE SILVERBERG
STEVEN A. COHEN
DEBORAH L. PAUL
DAVID C. KARP
RICHARD K. KIM
JOSHUA R. CAMMAKER
MARK GORDON
JEANNEMARIE O’BRIEN |
STEPHEN
R. DiPRIMA
NICHOLAS G. DEMMO
IGOR KIRMAN
JONATHAN M. MOSES
T. EIKO STANGE
WILLIAM SAVITT
GREGORY E. OSTLING
DAVID B. ANDERS
ADAM J. SHAPIRO
NELSON O. FITTS
JOSHUA M. HOLMES
DAVID E. SHAPIRO
DAMIAN G. DIDDEN
IAN BOCZKO
MATTHEW M. GUEST
DAVID E. KAHAN
DAVID K. LAM
BENJAMIN M. ROTH
JOSHUA A. FELTMAN
ELAINE P. GOLIN
EMIL A. KLEINHAUS |
51
WEST 52ND STREET
NEW YORK, N.Y. 10019-6150
TELEPHONE: (212) 403-1000
FACSIMILE: (212) 403-2000 |
KARESSA
L. CAIN
RONALD C. CHEN
BRADLEY R. WILSON
GRAHAM W. MELI
GREGORY E. PESSIN
CARRIE M. REILLY
MARK F. VEBLEN
SARAH K. EDDY
VICTOR GOLDFELD
RANDALL W. JACKSON
BRANDON C. PRICE
KEVIN S. SCHWARTZ
MICHAEL S. BENN
ALISON Z. PREISS
TIJANA J. DVORNIC
JENNA E. LEVINE
RYAN A. McLEOD
ANITHA REDDY
JOHN L. ROBINSON
STEVEN WINTER
EMILY D. JOHNSON |
JACOB
A. KLING
RAAJ S. NARAYAN
VIKTOR SAPEZHNIKOV
MICHAEL J. SCHOBEL
ELINA TETELBAUM
ERICA E. AHO
LAUREN M. KOFKE
ZACHARY S. PODOLSKY
RACHEL B. REISBERG
MARK A. STAGLIANO
CYNTHIA FERNANDEZ LUMERMANN
CHRISTINA C. MA
NOAH B. YAVITZ
BENJAMIN S. ARFA
NATHANIEL D. CULLERTON
ERIC M. FEINSTEIN
ADAM L. GOODMAN
STEVEN R. GREEN
MENG LU |
GEORGE A. KATZ
(1965–1989)
JAMES H. FOGELSON (1967–1991)
LEONARD M. ROSEN (1965–2014)
OF COUNSEL |
ANDREW
R. BROWNSTEIN
WAYNE M. CARLIN
BEN M. GERMANA
SELWYN B.GOLDBERG
PETER C. HEIN
JB KELLY
JOSEPH D. LARSON
RICHARD G. MASON
PHILIP MINDLIN
THEODORE N. MIRVIS
DAVID S. NEILL
TREVOR S. NORWITZ |
ERIC
S. ROBINSON
ERIC M. ROSOF
JOHN F. SAVARESE
MICHAEL J. SEGAL
WON S. SHIN
DAVID M. SILK
ELLIOTT V. STEIN
LEO E. STRINE, JR.*
PAUL VIZCARRONDO, JR.
JEFFREY M. WINTNER
AMY R. WOLF
MARC WOLINSKY |
* ADMITTED IN
DELAWARE
COUNSEL |
DAVID
M. ADLERSTEIN
SUMITA AHUJA
HEATHER D. CASTEEL
FRANCO CASTELLI
ANDREW J.H. CHEUNG
PAMELA EHRENKRANZ
ALINE R. FLODR
KATHRYN GETTLES-ATWA
LEDINA GOCAJ
ADAM M. GOGOLAK |
ANGELA
K. HERRING
MICHAEL W. HOLT
DONGHWA KIM
MARK A. KOENIG
J. AUSTIN LYONS
ALICIA C. McCARTHY
JUSTIN R. ORR
NEIL M. SNYDER
JEFFREY A. WATIKER |
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AbbVie Inc.
1 North Waukegan Rd.
North Chicago, Illinois 60044
Ladies and Gentlemen:
We have acted as special counsel to AbbVie Inc.,
a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $1,250,000,000 in
aggregate principal amount of the Company’s 4.650% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 in
aggregate principal amount of the Company’s 4.875% Senior Notes due 2030 (the “2030 Notes”), $1,000,000,000 in
aggregate principal amount of the Company’s 5.200% Senior Notes due 2035 (the “2035 Notes”) and $750,000,000
in aggregate principal amount of the Company’s 5.600% Senior Notes due 2055 (the “2055 Notes” and, together with
the 2028 Notes, the 2030 Notes and the 2035 Notes, the “Notes”). The Notes were sold pursuant to an Underwriting Agreement,
dated February 18, 2025, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC,
Barclays Capital Inc. and Mizuho Securities USA LLC, acting for themselves and as representatives of the several Underwriters named therein
(the “Underwriting Agreement”). The Notes are to be issued under that certain Indenture, dated as of November 8, 2012,
between the Company and U.S. Bank Trust Company, National Association, as successor-in-interest U.S. Bank National Association, as trustee
(the “Trustee”), as supplemented by that certain Supplemental Indenture No. 11, dated as of February 26, 2025, between
the Company and the Trustee (collectively, the “Indenture”).
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AbbVie Inc.
February 26, 2025
Page 2
We have examined and relied on originals or copies
certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of the Company and public officials
and other instruments as we have deemed necessary or appropriate for the purposes of this letter, including (a) the registration statement
on Form S-3ASR (File No. 333-284980), filed with the Securities and Exchange Commission (the “Commission”) on February
14, 2025 (the “Registration Statement”), but excluding the documents incorporated therein; (b) the base prospectus,
dated February 14, 2025, included in the Registration Statement, but excluding the documents incorporated therein; (c) the preliminary
prospectus supplement, dated February 18, 2025, as filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933,
as amended (the “Act”), but excluding the documents incorporated by reference therein; (d) the final term sheet
dated February 18, 2025, as filed with the Commission pursuant to Rule 433 under the Act; (e) the prospectus supplement, dated February
18, 2025, as filed with the Commission pursuant to Rule 424(b)(5) under the Act, but excluding the documents incorporated by reference
therein; (f) a copy of the Amended and Restated Certificate of Incorporation of the Company and a copy of the Third Amended and Restated
Bylaws of the Company, each as set forth in the certificate of the Secretary of the Company, dated the date hereof; (g) the Indenture;
(h) a copy of the Global Notes for each series of the Notes, each dated as of February 26, 2025; (i) an executed copy of the Underwriting
Agreement; (j) resolutions of the Board of Directors of the Company relating to the issuance of the Notes; and (k) such other
corporate records, certificates and other documents and such matters of law, in each case, as we have deemed necessary or appropriate.
In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures; (ii) the
conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information,
representations and warranties contained in the agreements, records, documents, instruments and certificates we have reviewed; (iv)
all Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration
Statement and the Prospectus Supplement; and (v) the Underwriting Agreement has been duly authorized and validly executed and delivered
by the Underwriters. We have assumed that the terms of the Notes have been established so as not to, and that the execution and delivery
by the parties thereto and the performance of such parties’ obligations under the Notes will not, breach, contravene, violate,
conflict with or constitute a default under (1) any law, rule or regulation to which any party thereto is subject (excepting the laws
of the State of New York as such laws apply to the Company); (2) any judicial or regulatory order or decree of any governmental
authority; or (3) any consent, approval, license, authorization or validation of, or filing, recording or registration with any
governmental authority. We also have assumed that the Indenture and the Notes are the valid and legally binding obligation of the Trustee.
As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have relied upon statements
and representations of officers and other representatives of the Company and others. We have further assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, facsimile, conformed, electronic or photostatic copies, and the authenticity
of the originals of such copies.
We are members of the Bar of the State of New York,
and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York
in effect on the date hereof.
Based upon the foregoing, and subject to the assumptions,
limitations, qualifications, exceptions and comments set forth in this letter, we advise you that, in our opinion, the Notes, when duly
executed, authenticated, issued, delivered and paid for in accordance with the terms of the Indenture and the Underwriting Agreement,
will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms

AbbVie Inc.
February 26, 2025
Page 3
The opinion set forth above is subject to the effects
of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement
of creditors’ rights generally; (b) general equitable principles (whether considered in a proceeding in equity or at law);
(c) an implied covenant of good faith and fair dealing; (d) provisions of law that require that a judgment for money damages rendered
by a court in the United States be expressed only in United States dollars; (e) limitations by any governmental authority that limit,
delay or prohibit the making of payments outside the United States; and (f) generally applicable laws that (i) provide for the enforcement
of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance
may operate as a waiver, (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected, (iii)
limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for,
liability for its own action or inaction, to the extent the action or inaction involves negligence, gross negligence, recklessness, willful
misconduct or unlawful conduct, (iv) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance
of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed-upon exchange, (v) may limit
the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency
in payment or default or providing for liquidated damages or for premiums upon acceleration, or (vi) limit the waiver of rights under
usury laws. Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would
depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the
wide discretionary authority generally available to it. We express no opinion as to the effect of Section 210(p) of the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010, as amended.
We express no opinion as to whether, or the extent
to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability
of the governing law provisions contained in the Notes and the Indenture. We express no opinion as to the ability of another court, federal
or state, to accept jurisdiction and/or venue in the event the chosen court is unavailable for any reason, including, without limitation,
natural disaster, act of God, human health or safety reasons or otherwise (including a pandemic).
This letter speaks only as of its date and is delivered
in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. We hereby consent to the filing of a copy of this
letter as an exhibit to the Company’s Current Report on Form 8-K, filed on February 26, 2025, and to the use of our name in the
prospectus forming a part of the Registration Statement under the caption “Validity of the Securities.” In giving this consent,
we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act.
|
Very truly yours, |
|
|
|
/s/ Wachtell, Lipton, Rosen & Katz |
v3.25.0.1
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Feb. 26, 2025 |
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Entity File Number |
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ABBVIE
INC.
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Entity Central Index Key |
0001551152
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Entity Tax Identification Number |
32-0375147
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DE
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Entity Address, Address Line One |
1
North Waukegan Road
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North
Chicago
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IL
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Common
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ABBV
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Security Exchange Name |
NYSE
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Common Stock, $0.01 Par Value
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ABBV
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CHX
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NYSE
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NYSE
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NYSE
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AbbVie (NYSE:ABBV)
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AbbVie (NYSE:ABBV)
과거 데이터 주식 차트
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