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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-203677
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Maximum
Amount of
Title of Each Class of
Amount to be
Offering Price
Aggregate
Registration Fee
Securities to be Registered

Registered

Per Unit

Offering Price

(1)(2)

$3,000,000,000 1.800% Senior Notes
due 2018

$3,000,000,000

99.898%

$
2,996,940,000
$348,244.43

$3,750,000,000 2.500% Senior Notes
due 2020

$3,750,000,000

99.590%

$
3,734,625,000
$433,963.43

$1,000,000,000 3.200% Senior Notes
due 2022

$1,000,000,000

99.803%

$
998,030,000
$115,971.09

$3,750,000,000 3.600% Senior Notes
due 2025

$3,750,000,000

99.825%

$
3,743,437,500
$434,987.44

$2,500,000,000 4.500% Senior Notes
due 2035

$2,500,000,000

99.309%

$
2,482,725,000
$288,492.65

$2,700,000,000 4.700% Senior Notes
due 2045

$2,700,000,000

99.952%

$
2,698,704,000
$313,589.41

(1)
Pursuant to Rule 457(r), the total registration fee for this offering is $1,935,248.45.
(2)
The filing fee previously paid by AbbVie Inc. on behalf of AbbVie Private Limited, a wholly owned subsidiary of AbbVie, upon filing a
Registration Statement on Form S-4 on August 21, 2014 (later terminated by withdrawal letter on October 22, 2014) has been offset against the
currently due filing fee of $1,935,248.45.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 27, 2015)
AbbVie Inc.
$3,000,000,000 1.800% SENIOR NOTES DUE 2018
$3,750,000,000 2.500% SENIOR NOTES DUE 2020
$1,000,000,000 3.200% SENIOR NOTES DUE 2022
$3,750,000,000 3.600% SENIOR NOTES DUE 2025
$2,500,000,000 4.500% SENIOR NOTES DUE 2035
$2,700,000,000 4.700% SENIOR NOTES DUE 2045
AbbVie Inc., a Delaware corporation (the "Company" or the "Issuer") is offering $3,000,000,000 aggregate principal amount of its 1.800% senior notes due 2018 (the "2018 Notes"),
$3,750,000,000 aggregate principal amount of its 2.500% senior notes due 2020 (the "2020 Notes"), $1,000,000,000 aggregate principal amount of its 3.200% senior notes due 2022 (the "2022
Notes"), $3,750,000,000 aggregate principal amount of its 3.600% senior notes due 2025 (the "2025 Notes"), $2,500,000,000 aggregate principal amount of its 4.500% senior notes due 2035
(the "2035 Notes") and $2,700,000,000 aggregate principal amount of its 4.700% senior notes due 2045 (the "2045 Notes" and together with the 2018 Notes, the 2020 Notes, the 2022 Notes,
the 2025 Notes and the 2035 Notes, the "Notes"). Each of the 2018 Notes, the 2020 Notes, the 2022 Notes, the 2025 Notes, the 2035 Notes and the 2045 Notes is referred to as a "series" of
Notes. Interest on the 2018 Notes, 2020 Notes, 2025 Notes, 2035 Notes and 2045 Notes will be payable on May 14 and November 14, commencing November 14, 2015. Interest on the 2022
Notes will be payable on May 6 and November 6, commencing November 6, 2015.
The Notes will be unsecured, unsubordinated obligations of the Company and will rank equally in right of payment with all of the Company's existing and future unsecured,
unsubordinated indebtedness. The Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Notes will not be listed on any securities
exchange. Currently there is no public market for any series of the Notes.
The Company intends to use the net proceeds of this offering to fund the cash component of the acquisition consideration in connection with the acquisition of Pharmacyclics, Inc., as
described in this prospectus supplement, to finance the repurchase from time to time of shares of the Company's common stock for cash in connection with the Pharmacyclics acquisition (as
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defined herein), whether pursuant to an accelerated share repurchase program or otherwise and regardless of whether consummated substantially concurrently with or following the
consummation of the Pharmacyclics acquisition and to pay related fees and expenses, and the remainder, if any, for general corporate purposes.
This offering is not contingent on the consummation of the Pharmacyclics acquisition. However, if (x) the consummation of the Pharmacyclics acquisition does not occur on or before
February 3, 2016 or (y) the Company notifies the Trustee (as defined herein) in respect of the Notes that the merger agreement (as defined herein) has been terminated in accordance with its
terms prior to the consummation of the Pharmacyclics acquisition, the Company will be required to redeem all of the Notes at a redemption price equal to 101% of their principal amount plus
accrued and unpaid interest, if any, to, but excluding the special mandatory redemption date (as defined herein). See "Description of Notes--Special Mandatory Redemption." AbbVie may
redeem some or all of each series of Notes at any time at redemption prices described in this prospectus supplement under the caption "Description of Notes--Optional Redemption."
Investing in the Notes involves risks. Please read "Risk Factors" included or incorporated by reference herein, as described beginning on
page S-22 of this prospectus supplement.

Underwriting
Public
discounts and
Proceeds, before

offering price(1)

commissions

expenses, to us

Per 2018 Note

99.898%

0.250%

99.648%

Per 2020 Note

99.590%

0.350%

99.240%

Per 2022 Note

99.803%

0.400%

99.403%

Per 2025 Note

99.825%

0.450%

99.375%

Per 2035 Note

99.309%

0.875%

98.434%

Per 2045 Note

99.952%

0.875%

99.077%

Total

$16,654,461,500

$87,000,000

$16,567,461,500

(1)
Plus accrued interest from, and including, May 14, 2015, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes to purchasers on or about May 14, 2015.
Joint Book-Running Managers
Morgan Stanley

BofA Merrill Lynch

Barclays

Deutsche Bank Securities
BNP PARIBAS

HSBC

MUFG
(2020 Notes, 2022 Notes, 2025 Notes, 2035 Notes)
(2018 Notes, 2020 Notes, 2022 Notes, 2045 Notes)
(2018 Notes, 2025 Notes, 2035 Notes, 2045 Notes)
SOCIETE GENERALE

Credit Suisse

Mizuho Securities
(2020 Notes, 2025 Notes, 2035 Notes, 2045 Notes)
(2022 Notes)
(2018 Notes)
Co-Managers
MUFG

BNP PARIBAS

Credit Suisse
(2020 Notes, 2022 Notes)
(2018 Notes, 2045 Notes)
(2018 Notes, 2020 Notes, 2025 Notes, 2035 Notes, 2045 Notes)
HSBC

Mizuho Securities

SOCIETE GENERALE
(2025 Notes, 2035 Notes)
(2020 Notes, 2022 Notes, 2025 Notes, 2035 Notes, 2045 Notes)
(2018 Notes, 2022 Notes)
RBC Capital Markets
Santander
Standard Chartered Bank
Wells Fargo Securities

The Williams Capital Group, L.P.

DNB Markets
Lloyds Securities
US Bancorp
May 5, 2015
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
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WHERE TO OBTAIN MORE INFORMATION

S-2
INFORMATION INCORPORATED BY REFERENCE

S-2
INDUSTRY AND MARKET DATA

S-4
FORWARD-LOOKING STATEMENTS

S-5
SUMMARY

S-6
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ABBVIE
S-12
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF PHARMACYCLICS
S-14
THE OFFERING
S-16
DESCRIPTION OF THE PHARMACYLICS ACQUISITION
S-20
RISK FACTORS
S-22
USE OF PROCEEDS
S-29
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
S-30
CAPITALIZATION
S-31
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
S-32
OUR BUSINESS
S-43
PHARMACYCLICS' BUSINESS
S-47
DESCRIPTION OF NOTES
S-51
DESCRIPTION OF OTHER INDEBTEDNESS
S-69
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-71
UNDERWRITING
S-76
LEGAL MATTERS
S-80
EXPERTS
S-80
PROSPECTUS

ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS

2
PROSPECTUS SUMMARY

3
INFORMATION INCORPORATED BY REFERENCE

4
WHERE YOU CAN FIND MORE INFORMATION

5
RISK FACTORS

6
USE OF PROCEEDS

7
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

8
DESCRIPTION OF DEBT SECURITIES

9
PLAN OF DISTRIBUTION

12
LEGAL MATTERS

14
EXPERTS

15
ii
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
On April 27, 2015, we filed with the SEC a registration statement on Form S-3 utilizing a shelf registration process relating to the securities
described in this prospectus supplement, which became effective upon filing.
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the Notes we are offering and
certain other matters relating to us and our financial condition. The second part, the accompanying prospectus, gives more general information about
debt securities that we may offer from time to time, some of which may not apply to the Notes we are offering. The rules of the SEC allow us to
incorporate by reference information into this prospectus supplement. This information incorporated by reference is considered to be a part of this
prospectus supplement, and information that we file later with the SEC, to the extent incorporated by reference, will automatically update and supersede
this information. See "Information Incorporated by Reference." You should read this prospectus supplement along with the accompanying prospectus, as
well as the documents incorporated by reference. If the description of the offering varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information in this prospectus supplement.
On March 4, 2015, the Company entered into a definitive agreement to acquire Pharmacyclics, Inc. We refer to Pharmacyclics, Inc. and its
subsidiaries as "Pharmacyclics." For purposes hereof, "Pharmacyclics acquisition" or the "acquisition of Pharmacyclics" means the acquisition of
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Pharmacyclics, Inc. pursuant to the merger agreement (as defined below). Except as specifically noted, the descriptions herein of the businesses of
AbbVie and Pharmacyclics generally describe the businesses as they exist as of the date of this prospectus supplement and do not assume that the
Pharmacyclics acquisition has been consummated.
We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or
incorporated by reference into this prospectus supplement or the accompanying prospectus. You must not rely upon any information or representation
not contained or incorporated by reference into this prospectus supplement or the accompanying prospectus. This prospectus supplement and
accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the shares offered hereby, nor
do this prospectus supplement and accompanying prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in
this prospectus supplement and accompanying prospectus is accurate on any date subsequent to the date set forth on the front of the document or that
any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though
this prospectus supplement and accompanying prospectus is delivered or securities are sold on a later date.
Except as otherwise provided herein, as used in this prospectus supplement, the terms "Issuer" and "Company" refer to AbbVie Inc., a Delaware
corporation, and not to any of its subsidiaries; and "AbbVie," "we," "us" and "our" refer to AbbVie Inc. and its consolidated subsidiaries.
S-1
Table of Contents
WHERE TO OBTAIN MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 with respect to the securities offered hereby. This prospectus supplement does not
contain all the information set forth in the registration statement, parts of which are omitted in accordance with the rules and regulations of the SEC. For
further information with respect to us and the securities offered hereby, reference is made to the registration statement.
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file
at the SEC's Public Reference Room in Washington, D.C., located at 100 F Street, N.E. Please call the SEC at 1-800-SEC-0330 for further information
on the Public Reference Room. Our SEC filings are also available to the public over the Internet from the SEC's website at www.sec.gov, or our website
at www.abbvie.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this
prospectus supplement or registration statement of which this prospectus supplement forms a part and you should not rely on any such
information in making your investment decision.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and
information that we file later with the SEC will automatically update and supersede information included or previously incorporated by reference into
this prospectus supplement from the date we file the document containing such information. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. Except to the extent furnished and not filed with the
SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K or as otherwise permitted by the SEC rules, we incorporate by reference the documents listed
below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, and such
documents shall be deemed to be incorporated by reference into this prospectus supplement and to be a part of this prospectus supplement from the
respective dates of filing thereof.
The documents we incorporate by reference into this prospectus supplement are:
1. AbbVie's Annual Report on Form 10-K for the year ended December 31, 2014 (including the information in Part III incorporated by
reference from the Company's Definitive Proxy Statement on Schedule 14A, filed on March 20, 2015);
2. AbbVie's Current Reports on Form 8-K filed on March 5, 2015, March 6, 2015, March 20, 2015, March 23, 2015 and March 30, 2015.
3. The information in our Registration Statement on Form S-4 (File No. 333-202921) filed on March 23, 2015, as amended (the
"Form S-4"), under the headings "Risk Factors" and "Unaudited Pro Forma Condensed Combined Financial Statements."
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4. The information in Pharmacyclics' Annual Report on Form 10-K, filed on February 18, 2015, under Item 7 (Management's Discussion
and Analysis of Financial Condition and Results of Operations) and Item 8 (Financial Statements and Supplementary Data) and Item 9A
(Controls and Procedures).
5. The information in Pharmacyclics' Quarterly Report on Form 10-Q, filed on May 4, 2015, under Item 1 (Financial Information) and
Item 2 (Management's Discussion and Analysis of Financial Condition and Results of Operations).
S-2
Table of Contents
Documents incorporated by reference are available from us, without charge, excluding all exhibits unless specifically incorporated by reference in
the documents. You may obtain documents incorporated by reference into this prospectus supplement by writing to us at the following address or by
calling us at the telephone number listed below:
AbbVie Inc.
1 North Waukegan Road
North Chicago, Illinois 60064
Attention: Investor Relations
(847) 932-7900
http://www.abbvieinvestor.com/
S-3
Table of Contents
INDUSTRY AND MARKET DATA
This prospectus supplement and the accompanying prospectus, and any document incorporated by reference into this prospectus supplement and the
accompanying prospectus, may include industry and trade association data, forecasts and information that we have prepared based, in part, upon data,
forecasts and information obtained from independent trade associations, industry publications and surveys and other information available to us. Some
data are also based on our good-faith estimates, which are derived from management's knowledge of the industry and independent sources. Industry
publications and surveys and forecasts generally state that the information contained in these materials has been obtained from sources believed to be
reliable. Although we believe these sources are reliable, we have not independently verified the information. In certain of the markets in which we
operate, it may be difficult to directly ascertain industry or market data. Unless otherwise noted, statements as to our market share and market position
are approximated and based on management experience and estimates using the above-mentioned third-party data combined with our internal analysis
and estimates. While we are not aware of any misstatements regarding our industry data presented in the applicable documents, our estimates involve
risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus
supplement and the accompanying prospectus, as well as the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus. Similarly, while we believe our internal research is reliable, such research has not been verified by any independent sources.
S-4
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement contains, and the accompanying prospectus and any free writing prospectus and documents incorporated by reference
into this prospectus supplement or the accompanying prospectus may contain certain forward-looking statements regarding business strategies, market
potential, future financial performance and other matters. The words "believe," "expect," "anticipate," "project" and similar expressions, among others,
generally identify "forward-looking statements," which speak only as of the date the statements were made. The matters discussed in these forward-
looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected,
anticipated or implied in the forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or
events is expressed, such expectation or belief is based on the current plans and expectations of AbbVie management and expressed in good faith and
believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Factors that
could cause actual results or events to differ materially from those anticipated include the ability to consummate the Pharmacyclics acquisition, the
ability to realize the anticipated benefits of the acquisition, on the expected timeframe or at all, the matters described in our Annual Report on Form 10-
K for the year ended December 31, 2014 under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the matters described in the Form S-4 under "Risk Factors." AbbVie does not undertake any obligation to update the forward-looking
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statement as a result of new information, future events or otherwise, except as otherwise required by law. Please carefully review and consider the
various disclosures made in this prospectus supplement and the accompanying prospectus and any free writing prospectus and documents incorporated
by reference into this prospectus supplement or the accompanying prospectus that attempt to advise interested parties of the risks and factors that may
affect our business, prospects and results of operations.
S-5
Table of Contents
SUMMARY
The following summary highlights information contained elsewhere in this prospectus supplement and the documents we incorporate by reference
and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus supplement,
the accompanying prospectus and the documents we incorporate by reference into this prospectus supplement. This summary is not complete and may
not contain all of the information that may be important to you. You should carefully read the following summary together with the entire prospectus
supplement, including the "Risk Factors" section, the accompanying prospectus and our consolidated financial statements and notes to those
statements, before making an investment decision.
Our Business
AbbVie Inc. is a global research-based biopharmaceutical company. AbbVie develops and markets advanced therapies that address some of the
world's most complex and serious diseases. AbbVie products are used to treat chronic autoimmune diseases, including rheumatoid arthritis, psoriasis,
and Crohn's disease; hepatitis C; human immunodeficiency virus; endometriosis; thyroid disease; Parkinson's disease; complications associated with
chronic kidney disease and cystic fibrosis; and other health conditions, such as low testosterone. AbbVie also has a pipeline of promising new
medicines, including more than 30 compounds or indications in Phase 2 or Phase 3 development across such important medical specialties as
immunology, virology/liver disease, oncology, renal disease, neurological diseases and women's health. AbbVie has approximately 26,000 employees
and its products are sold in over 170 countries.
Our Products
AbbVie's portfolio of products includes a broad line of therapies that address some of the world's most complex and serious diseases.
HUMIRA. HUMIRA is a biologic therapy administered as a subcutaneous injection. It is approved to treat the following autoimmune diseases in
the United States, Canada and Mexico (collectively, North America), and in the European Union:
Condition

Principal Markets
Rheumatoid arthritis (moderate to severe)
North America, European Union
Psoriatic arthritis
North America, European Union
Ankylosing spondylitis
North America, European Union
Crohn's disease (moderate to severe)
North America, European Union
Plaque psoriasis (moderate to severe)
North America, European Union
Juvenile idiopathic arthritis
North America, European Union
Ulcerative colitis (moderate to severe)
United States, European Union
Axial spondyloarthropathy
United States, European Union
Pediatric Crohn's disease (severe)
United States, European Union
Pediatric enthesitis-related arthritis
European Union
HUMIRA is also approved in over 60 other markets, including Japan, China, Brazil and Australia. HUMIRA was introduced to the market in
January 2003. HUMIRA accounted for 63 percent of AbbVie's total net sales in 2014. The United States composition of matter (that is, compound)
patent covering adalimumab (which is sold under the trademark HUMIRA) is expected to expire in December 2016, and the equivalent European Union
patent is expected to expire in the majority of European Union countries in April 2018.

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AbbVie continues to dedicate substantial research and development efforts to expanding indications for HUMIRA, including in the fields of
rheumatology, gastroenterology (pediatric Crohn's disease and pediatric ulcerative colitis), dermatology (pediatric psoriasis and hidradenitis suppurativa)
and ophthalmology (uveitis). Phase 3 trials are ongoing in preparation for regulatory applications for uveitis in the United States and the European
Union. Regulatory applications for hidradenitis suppurativa have been filed in the United States and the European Union. AbbVie continues to work on
HUMIRA formulation and delivery enhancements to improve convenience and the overall patient experience.
HCV products. VIEKIRA PAK is an all-oral, short-course, interferon-free therapy, with or without ribavirin, for the treatment of adult patients
with genotype 1 chronic hepatitis C (HCV), including those with compensated cirrhosis. VIEKIRA PAK was approved by the FDA in December 2014.
In Europe, AbbVie's HCV treatment is marketed as VIEKIRAX+EXVIERA and is approved for use in patients with genotype 1 and genotype 4 HCV.
The European Commission granted marketing authorization for this treatment in January 2015.
Additional Virology products. AbbVie's additional virology products include Kaletra and Norvir for the treatment of HIV infection and Synagis
for the prevention of respiratory syncytial virus (RSV) infection in high risk infants.
·
Kaletra. Kaletra (also marketed as Aluvia in emerging markets) is a prescription anti-HIV-1 medicine that contains two protease
inhibitors: lopinavir and ritonavir. Kaletra is used with other anti-HIV-1 medications as a treatment that maintains viral suppression in
people with HIV-1.
·
Norvir. Norvir (ritonavir) is a protease inhibitor that is indicated in combination with other antiretroviral agents for the treatment of
HIV-1 infection.
·
Synagis. Synagis is a product marketed by AbbVie outside of the United States that protects at-risk infants from severe respiratory
disease caused by RSV.
Metabolics/Hormones products. Metabolic and hormone products target a number of conditions, including testosterone deficiency, exocrine
pancreatic insufficiency and hypothyroidism. These products include:
·
AndroGel. AndroGel is a testosterone replacement therapy for males diagnosed with symptomatic low testosterone that is available in
two strengths: 1 percent and 1.62 percent.
·
Creon. Creon is a pancreatic enzyme therapy for exocrine pancreatic insufficiency, a condition that occurs in patients with cystic
fibrosis, chronic pancreatitis, and several other conditions. Creon maintains market leadership in the pancreatic enzyme market.
·
Synthroid. Synthroid is used in the treatment of hypothyroidism. Synthroid is the number one branded synthetic hormone therapy for
thyroid disease.
AbbVie has the rights to sell AndroGel, Creon and Synthroid only in the United States.
Endocrinology products. Lupron (also marketed as Lucrin and Lupron Depot) is a product for the palliative treatment of advanced prostate
cancer, treatment of endometriosis and central precocious puberty, and for the preoperative treatment of patients with anemia caused by uterine fibroids.
Lupron is approved for daily subcutaneous injection and one-month, three-month, four-month and six-month intramuscular injection.
Other products. AbbVie's other products include the following:
·
Duopa and Duodopa. AbbVie's levodopa-carbidopa intestinal gel for the treatment of advanced Parkinson's disease is marketed as
Duopa in the United States and as Duodopa outside of the United States.

S-7
Table of Contents
·
Anesthesia products. Sevoflurane (sold under the trademarks Ultane and Sevorane) is an anesthesia product that AbbVie sells worldwide
for human use.
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·
Dyslipidemia products. AbbVie's dyslipidemia products (TriCor, Trilipix, Niaspan, Simcor and Advicor) address the range of metabolic
conditions characterized by high cholesterol and/or high triglycerides.
·
Zemplar. Zemplar is a product sold worldwide for the treatment of secondary hyperparathyroidism associated with Stage 3, 4 and 5
chronic kidney disease (CKD).
Our Corporate Information
AbbVie was incorporated in Delaware on April 10, 2012. On January 1, 2013, AbbVie became an independent, publicly-traded company as a result
of the distribution by Abbott Laboratories ("Abbott") of 100 percent of the outstanding common stock of AbbVie to Abbott's shareholders. AbbVie
common stock began trading "regular-way" under the ticker symbol "ABBV" on the NYSE on January 2, 2013.
AbbVie also maintains an Internet site at www.abbvie.com. AbbVie's website and the information contained therein or connected thereto shall not
be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.
For information regarding the results of AbbVie's historical operations, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in AbbVie's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which is incorporated by reference into
this prospectus supplement.
AbbVie is a Delaware corporation. The address of AbbVie's principal executive offices is 1 North Waukegan Road, North Chicago, Illinois 60064.
AbbVie's telephone number is (847) 932-7900.
Pharmacyclics Acquisition
On March 4, 2015, AbbVie Inc. entered into an Agreement and Plan of Reorganization (as amended on March 22, 2015) with Pharmacyclics,
Oxford Amherst Corporation, a Delaware corporation and a wholly owned subsidiary of AbbVie, and Oxford Amherst LLC, a Delaware limited liability
company and a wholly owned subsidiary of AbbVie (as may be amended, supplemented or otherwise modified from time to time in accordance with its
terms, the "merger agreement"), pursuant to which, among other things, Oxford Amherst Corporation has commenced a tender offer to acquire all of the
issued and outstanding shares of Pharmacyclics common stock, par value $0.0001 per share, in exchange for cash and/or stock consideration with a
value of $261.25 per share of Pharmacyclics common stock (the "Offer"). If the Offer is completed, promptly following the closing of the Offer,
AbbVie will acquire all of the remaining outstanding shares of Pharmacyclics common stock pursuant to the following transactions: (i) Oxford Amherst
Corporation will be merged with and into Pharmacyclics (the "First Merger"), with Pharmacyclics surviving the First Merger and (ii) immediately
following the First Merger, Pharmacyclics will be merged with and into Oxford Amherst LLC (the "Second Merger" and together with the First Merger,
the "Merger"), with Oxford Amherst LLC surviving the Second Merger, such that following the Second Merger, the surviving company in the Second
Merger will be a wholly owned direct subsidiary of AbbVie. See "Description of the Pharmacyclics Acquisition."
Pharmacyclics Business
Pharmacyclics is a fully integrated biopharmaceutical company focused on developing and commercializing novel therapies for the treatment of
cancer and immune-mediated diseases. Pharmacyclics is currently an approximately 680-person company with in-house research and development,
commercial and third-party contracted manufacturing capabilities and a growing U.S.

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footprint and global presence. Its goal is to make available therapies intended to improve quality of life, increase duration of life, and resolve serious
unmet medical needs for patients. Pharmacyclics is at the forefront at transforming the speed by which innovative, high-quality medicines can advance
from bench to bedside. Its first commercial product, IMBRUVICA® (ibrutinib), was developed and commercialized in 4.5 years from the start of its
first clinical trial in 2009.
IMBRUVICA is a first-in-class, oral, once-daily, single-agent therapy which has demonstrated a survival advantage over an approved, standard-
of-care therapy in a difficult-to-treat blood cancer. IMBRUVICA inhibits a protein called Bruton's tyrosine kinase (BTK), a key signaling molecule in
the B-cell receptor signaling complex that plays an important role in the survival and spread of malignant B-cells. IMBRUVICA blocks signals that tell
malignant B-cells to multiply and spread uncontrollably.
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Pharmacyclics markets IMBRUVICA in the United States for its four FDA-approved indications for the treatment of patients with: chronic
lymphocytic leukemia (CLL) who have received at least one prior therapy; all lines of CLL with deletion of the short arm of chromosome 17 (del 17p
CLL); mantle cell lymphoma (MCL) who have received at least one prior therapy; and all lines of Waldenström's macroglobulinemia (WM).
Accelerated approval was granted for the MCL indication based on overall response rate (ORR). Improvements in survival or disease symptoms
have not been established. Continued approval for the MCL indication may be contingent upon verification of clinical benefit in confirmatory trials.
IMBRUVICA is the only medicine approved to treat patients with del 17p CLL and WM.
Ibrutinib was one of the first medicines to receive FDA approval via the new Breakthrough Therapy Designation pathway, and is the only product
to have received three Breakthrough Therapy Designations. In the U.S., IMBRUVICA received its first four FDA approvals in a period of less than
15 months, ranging from November 2013 through January 2015, echoing the same speed by which the product was developed. IMBRUVICA currently
is approved for use in approximately 47 countries including the U.S., Canada, and the 28 member countries which comprise the European Union (EU).
In commercial use and in the clinical trial setting, IMBRUVICA has demonstrated--and continues to demonstrate--a favorable efficacy, safety,
toxicity, and durability of response profile. To date, over 6,100 patients have been treated in Pharmacyclics-sponsored IMBRUVICA trials conducted in
over 35 countries involving more than 800 investigators. Pharmacyclics is conducting this research together with Janssen Biotech Inc. and its affiliates
(Janssen), one of the Janssen Pharmaceutical companies of Johnson & Johnson, under its 2011 worldwide collaboration and license agreement (the
"License Agreement"). Pharmacyclics also has collaborations with other companies including Amgen Inc., AstraZeneca, Bristol-Myers Squibb Co.,
Celgene Corp., and F. Hoffmann-La Roche Ltd. (Roche) in order to explore the potential of IMBRUVICA as a combination agent and a backbone of
therapy for certain blood cancers and solid tumors. Under the License Agreement, Pharmacyclics and Janssen are jointly commercializing IMBRUVICA
in the United States. Janssen is commercializing IMBRUVICA outside the United States.
In addition to Ibrutinib, Pharmacyclics has other product candidates in clinical development and several pre-clinical molecules in lead optimization.
The address of Pharmacyclics' principal executive offices is 995 E. Arques Avenue, Sunnyvale, California 94085. Pharmacyclics' telephone number
is (408) 774-0330.
Pharmacyclics also maintains an Internet site at www.pharmacyclics.com. Pharmacyclics' website and the information contained therein or
connected thereto shall not be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.

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Financing of the Pharmacyclics Acquisition
We intend to use the net proceeds from the sale of the Notes to fund the cash component of the acquisition consideration in connection with the
acquisition of Pharmacyclics, as described in this prospectus supplement, to finance the repurchase from time to time of shares of the Company's
common stock for cash in connection with the Pharmacyclics acquisition, whether pursuant to an accelerated share repurchase program or otherwise
and regardless of whether consummated substantially concurrently with or following the consummation of the Pharmacyclics acquisition (the "Share
Repurchase") and to pay related fees and expenses, and the remainder, if any, for general corporate purposes.
This Notes offering is not conditioned upon the completion of the Pharmacyclics acquisition, but, in the event (x) the consummation of the
Pharmacyclics acquisition does not occur on or before February 3, 2016 or (y) the Company notifies the Trustee in respect of the Notes that the merger
agreement has been terminated in accordance with its terms prior to the consummation of the Pharmacyclics acquisition, the Company will be required
to redeem all of the Notes at a redemption price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding the
special mandatory redemption date. See "Description of Notes--Special Mandatory Redemption."
We refer to this offering and the use of the net proceeds therefrom, the Pharmacyclics acquisition and the Share Repurchase, collectively, as the
proposed transactions.
Estimated Sources and Uses
The following table summarizes the estimated sources and uses of the funds as if the proposed transactions had been completed on December 31,
2014. Actual amounts set forth in the table and in the accompanying footnotes are subject to adjustments and may differ at the time of the
consummation of the proposed transactions depending on several factors, including changes in the actual amount of fees and expenses related to the
proposed transactions, the actual closing date of the Pharmacyclics acquisition and the outstanding amount of indebtedness at that time. There can be no
assurance whether the Pharmacyclics acquisition will be consummated under the terms contemplated or at all and, if consummated, when the closing
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will take place.
($ in billions)
Source of Funds

Use of Funds

Balance sheet cash
$
0.7 Pharmacyclics acquisition consideration
$ 21.0
Notes offered hereby
$ 16.7 Share Repurchase
$
4.4
Stock consideration issued directly to
Pharmacyclics Shareholders
$
8.4 Transaction fees and expenses
$
0.4
?
?
?
?
?
?
?
?
?
?
Total Sources
$ 25.8 Total Uses
$ 25.8

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Recent Developments
On April 23, 2015, AbbVie announced its financial results for the first quarter ended March 31, 2015. These results include:
·
worldwide sales of $5.040 billion in the first quarter;
·
an increase in Global HUMIRA sales of 18.0 percent, or 26.0 percent on an operational basis, excluding the impact of foreign exchange
rate fluctuations;
·
gross margin ratio of 81.3 percent;
·
selling, general and administrative expense of 29.2 percent of sales;
·
research and development of 16.1 percent of sales;
·
operating margin of 33.5 percent;
·
net interest expense of $126 million;
·
an adjusted tax rate of 26.8 percent; and
·
diluted earnings per share of $0.63.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ABBVIE
The following table sets forth selected financial information for AbbVie as of the end of and for the periods indicated. The selected financial
information of AbbVie for the periods from 2010 to 2014 are derived from its (i) audited consolidated financial statements as of and for the years ended
December 31, 2014 and 2013; and (ii) audited combined financial statements as of and for the years ended December 31, 2012, 2011 and 2010.
On January 1, 2013, AbbVie became an independent company as a result of the distribution by Abbott Laboratories ("Abbott") of 100% of the
outstanding common stock of AbbVie to Abbott's stockholders. The historical financial statements of AbbVie for periods prior to January 1, 2013 were
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Document Outline

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