艾伯维美股招股说明书(2026-08-06版)

AbbVie Inc. $500,000,000 SENIOR FLOATING RATE NOTES DUE 2028$1,000,000,000 4.500% SENIOR NOTES DUE 2028$1,250,000,000 4.650% SENIOR NOTES DUE 2030$1,500,000,000 4.875% SENIOR NOTES DUE 2031$1,250,000,000 5.050% SENIOR NOTES DUE 2033$1,500,000,000 5.300% SENIOR NOTES DUE 2036$1,000,000,000 5.450% SENIOR NOTES DUE 2038$1,500,000,000 6.000% SENIOR NOTES DUE 2056$500,000,000 6.100% SENIOR NOTES DUE 2066 Interest on the Floating Rate Notes is payable on February 18, May 18, August 18 and November 18 of each year,commencing November 18, 2026. Interest on the 2028 Notes is payable on February 18 and August 18 of each year, commencing February 18, 2027.Interest on each series of Fixed Rate Notes (other than the 2028 Notes) is payable on March 15 and September 15 of each year,commencing March 15, 2027. AbbVie Inc., a Delaware corporation (the “Issuer”), is offering $500,000,000 aggregate principal amount of its seniorfloating rate notes due 2028 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of its 4.500% senior notesdue 2028 (the “2028 Notes”), $1,250,000,000 aggregate principal amount of its 4.650% senior notes due 2030 (the “2030Notes”), $1,500,000,000 aggregate principal amount of its 4.875% senior notes due 2031 (the “2031 Notes”), $1,250,000,000aggregate principal amount of its 5.050% senior notes due 2033 (the “2033 Notes”), $1,500,000,000 aggregate principal amountof its 5.300% senior notes due 2036 (the “2036 Notes”), $1,000,000,000 aggregate principal amount of its 5.450% senior notesdue 2038 (the “2038 Notes”), $1,500,000,000 aggregate principal amount of its 6.000% senior notes due 2056 (the “2056Notes”), and $500,000,000 aggregate principal amount of its 6.100% senior notes due 2066 (the “2066 Notes” and, together withthe 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2038 Notes, and the 2056 Notes, the“Fixed Rate Notes,” and the Fixed Rate Notes together with the Floating Rate Notes, the “Notes”). Each of the Floating RateNotes, the 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2038 Notes, the 2056 Notes and the2066Notes is referred to as a “series” of Notes. The Notes will be unsecured, unsubordinated obligations of the Issuer and will rank equally in right of payment with all ofthe Issuer’s existing and future unsecured, unsubordinated indebtedness, liabilities, and other obligations. The Notes will beissued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Notes will not be listedon any securities exchange. Currently there is no public market for any series of the Notes. The Issuer expects the net proceeds to it from this offering will be approximately $9.93 billion (after deductingunderwriting discounts and estimated offering expenses). The Issuer intends to use the net proceeds from the sale of the Notes(i)to fund a portion of its cash payment obligations in connection with its acquisition of Apogee Therapeutics, Inc., a Delawarecorporation (“Apogee” and such acquisition, the “Specified Acquisition”) and to pay fees, expenses, and other amounts inconnection therewith and (ii)for other general corporate purposes, which may include the repayment or repurchase ofoutstanding debt. See “Use of Proceeds.” This offering is not conditioned upon the consummation of the Specified Acquisition by the Issuer or any of its subsidiaries;however, if the Issuer publicly announces that the Acquisition Agreement (as defined herein) has been terminated prior to theconsummation of the Specified Acquisition, or otherwise notifies the Trustee (as defined herein) in writing that it will not pursuethe consummation of the Specified Acquisition, the Issuer will be required to redeem the Floating Rate Notes, the 2028 Notes,the 2030 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, and the 2038 Notes (the “Mandatorily Redeemable Notes”)then outstanding at a redemption price equal to 101% of the principal amount of the Mandatorily Redeemable Notes to beredeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. The 2056 Notes and the 2066 Notes(the “Long-Term Notes”) will not be subject to any Special Mandatory Redemption (as defined herein). There is no escrowaccount for, or security interest in, the proceeds of this offering for the benefit of holders of the Notes. See “Description of Notes—Special Mandatory Redemption.” The Issuer may redeem some or all of each series of Fixed Rate Notes at any time at redemption prices described in thisprospectus supplement under the caption “Description of Notes—Optional Redemption.” (1)Plus accrued interest from and including August 18, 2026, if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary