Pricing Agreement
Exhibit 99.2
EXECUTION COPY
Banc of America Securities LLC
X.X. Xxxxxx Securities Inc.
Xxxxxx Xxxxxxx & Co. Incorporated
as Representatives of the several
Underwriters named in Schedule I hereto
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 24, 2010
Ladies and Gentlemen:
Xxxxxx Laboratories, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 24, 2010 (the “Underwriting Agreement”), between the Company and the Representatives of the several Underwriters to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the 2.700% Notes due May 27, 2015 (the “Notes due 2015”) specified in Schedule II-A hereto, the 4.125% Notes due May 27, 2020 (the “Notes due 2020”) specified in Schedule II-B hereto, and the 5.300% Notes due May 27, 2040 (the “Notes due 2040”) specified in Schedule II-C hereto (collectively, the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 1 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 10 of the Underwriting Agreement and the address of the Representatives referred to in such Section 10 are set forth at the end of Schedule II-A, Schedule II-B, and Schedule II-C hereto. The Permitted Free Writing Prospectuses relating to the Designated Securities are attached hereto as Schedule III-A, Schedule III-B, and Schedule III-C.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II-A, Schedule II-B, and Schedule II-C, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us eight counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
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Very truly yours, |
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Xxxxxx Laboratories |
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By: |
/s/ Xxxxxxxxx Xxxx |
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Name: Xxxxxxxxx Xxxx |
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Title: Vice President and Treasurer |
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Accepted as of the date hereof: |
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Banc of America Securities LLC |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
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Title: Managing Director |
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X.X. Xxxxxx Securities Inc. |
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxx |
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Title: Vice President |
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Xxxxxx Xxxxxxx & Co. Incorporated |
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By: |
/s/ Yurij Slyz |
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Name: Yurij Slyz |
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Title: Executive Director |
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On behalf of each of the Underwriters |
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SCHEDULE I
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Underwriters |
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Principal |
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Principal |
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Principal |
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Banc of America Securities LLC |
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$ |
120,000,000 |
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$ |
160,000,000 |
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$ |
200,000,000 |
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X.X. Xxxxxx Securities Inc. |
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$ |
120,000,000 |
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$ |
160,000,000 |
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$ |
200,000,000 |
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Xxxxxx Xxxxxxx & Co. Incorporated |
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$ |
120,000,000 |
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$ |
160,000,000 |
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$ |
200,000,000 |
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Barclays Capital Inc. |
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$ |
120,000,000 |
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$ |
160,000,000 |
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$ |
200,000,000 |
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Deutsche Bank Securities Inc. |
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$ |
120,000,000 |
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$ |
160,000,000 |
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$ |
200,000,000 |
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Citigroup Global Markets Inc. |
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$ |
23,625,000 |
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$ |
31,500,000 |
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$ |
39,375,000 |
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BNP Paribas Securities Corp. |
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$ |
18,450,000 |
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$ |
24,600,000 |
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$ |
30,750,000 |
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RBS Securities Inc. |
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$ |
18,450,000 |
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$ |
24,600,000 |
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$ |
30,750,000 |
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Xxxxx Fargo Securities LLC |
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$ |
18,450,000 |
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$ |
24,600,000 |
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$ |
30,750,000 |
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Mitsubishi UFJ Securities (USA), Inc. |
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$ |
14,550,000 |
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$ |
19,400,000 |
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$ |
24,250,000 |
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SG Americas Securities, LLC |
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$ |
14,550,000 |
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$ |
19,400,000 |
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$ |
24,250,000 |
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Santander Investment Securities Inc. |
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$ |
7,050,000 |
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$ |
9,400,000 |
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$ |
11,750,000 |
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Xxxxxxx, Xxxxx & Co. |
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$ |
7,050,000 |
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$ |
9,400,000 |
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$ |
11,750,000 |
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Banca IMI S.p.A. |
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$ |
7,050,000 |
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$ |
9,400,000 |
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$ |
11,750,000 |
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UBS Securities LLC |
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$ |
7,050,000 |
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$ |
9,400,000 |
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$ |
11,750,000 |
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The Xxxxxxxx Capital Group, L.P. |
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$ |
6,675,000 |
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$ |
8,900,000 |
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$ |
11,125,000 |
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Standard Chartered Bank |
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$ |
4,875,000 |
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$ |
6,500,000 |
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$ |
8,125,000 |
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U.S. Bancorp Investments, Inc. |
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$ |
2,175,000 |
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$ |
2,900,000 |
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$ |
3,625,000 |
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Total |
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$ |
750,000,000 |
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$ |
1,000,000,000 |
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$ |
1,250,000,000 |
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SCHEDULE II-A
Title of Notes due 2015:
2.700% Notes due 0000
Xxxxxxxxx principal amount:
$750,000,000
Pricing Effective Time:
3:48 p.m., New York City time, May 24, 2010
Price to Public:
99.898% of the principal amount of the Notes due 2015, plus accrued interest, if any, from May 27, 2010
Purchase Price by Underwriters:
99.548% of the principal amount of the Notes due 2015, plus accrued interest, if any, from May 27, 2010
Method of and specified funds for payment of purchase price:
By wire transfer to a bank account specified by the Company in immediately available funds
Indenture:
Indenture, dated as of February 9, 2001, as supplemented by a Supplemental Indenture, dated as of February 27, 2006 (as so supplemented, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to X.X. Xxxxxx Trust Company, National Association), as Trustee.
Maturity:
May 27, 2015
Interest Rate:
2.700%
Interest Payment Dates:
Semiannually on May 27 and November 27, commencing November 27, 2010
Redemption Provisions:
As set forth in the Prospectus Supplement under “Description of Notes”
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
Sections 13.2 and 13.3 of the Indenture shall be applicable to the Notes due 2015
Time of Delivery:
May 27, 2010
Closing Location for Delivery of Securities:
The Depository Trust Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
Designated Representatives:
X.X. Xxxxxx Securities Inc.
Address for Notices, etc.:
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
SCHEDULE II-B
Title of Notes due 2020:
4.125% Notes due 0000
Xxxxxxxxx principal amount:
$1,000,000,000
Pricing Effective Time:
3:48 p.m., New York City time, May 24, 2010
Price to Public:
99.951% of the principal amount of the Notes due 2020, plus accrued interest, if any, from May 27, 2010
Purchase Price by Underwriters:
99.501% of the principal amount of the Notes due 2020, plus accrued interest, if any, from May 27, 2010
Method of and specified funds for payment of purchase price:
By wire transfer to a bank account specified by the Company in immediately available funds
Indenture:
Indenture, dated as of February 9, 2001, as supplemented by a Supplemental Indenture, dated as of February 27, 2006 (as so supplemented, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to X.X. Xxxxxx Trust Company, National Association), as Trustee.
Maturity:
May 27, 2020
Interest Rate:
4.125%
Interest Payment Dates:
Semiannually on May 27 and November 27, commencing November 27, 2010
Redemption Provisions:
As set forth in the Prospectus Supplement under “Description of Notes”
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
Sections 13.2 and 13.3 of the Indenture shall be applicable to the Notes due 2020
Time of Delivery:
May 27, 2020
Closing Location for Delivery of Securities:
The Depository Trust Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
Designated Representatives:
Banc of America Securities LLC
Address for Notices, etc.:
Banc of America Securities LLC
Bank of America Tower
Xxx Xxxxxx Xxxx
Xxx Xxxx, XX 00000
SCHEDULE II-C
Title of Notes due 2040:
5.300% Notes due 0000
Xxxxxxxxx principal amount:
$1,250,000,000
Pricing Effective Time:
3:48 p.m., New York City time, May 24, 2010
Price to Public:
99.228% of the principal amount of the Notes due 2040, plus accrued interest, if any, from May 27, 2010
Purchase Price by Underwriters:
98.353% of the principal amount of the Notes due 2040, plus accrued interest, if any, from May 27, 2010
Method of and specified funds for payment of purchase price:
By wire transfer to a bank account specified by the Company in immediately available funds
Indenture:
Indenture, dated as of February 9, 2001, as supplemented by a Supplemental Indenture, dated as of February 27, 2006 (as so supplemented, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to X.X. Xxxxxx Trust Company, National Association), as Trustee.
Maturity:
May 27, 2040
Interest Rate:
5.300%
Interest Payment Dates:
Semiannually on May 27 and November 27, commencing November 27, 2010
Redemption Provisions:
As set forth in the Prospectus Supplement under “Description of Notes”
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
Sections 13.2 and 13.3 of the Indenture shall be applicable to the Notes due 2040
Time of Delivery:
May 27, 2040
Closing Location for Delivery of Securities:
The Depository Trust Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
Designated Representatives:
Xxxxxx Xxxxxxx & Co. Incorporated
Address for Notices, etc.:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE III-A
FINAL TERM SHEET
2.700% NOTES DUE 2015
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Issuer: |
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Xxxxxx Laboratories |
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Ratings: |
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A1/AA. Xxxxx’x Investor Services is reviewing Xxxxxx’x long-term rating for a possible downgrade, which would be limited to one notch. Standard & Poor’s Ratings Service affirmed its long-term rating and said such rating outlook is stable. |
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Size: |
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$750,000,000 |
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Security Type: |
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2.700% Notes due 2015 |
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Coupon: |
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2.700% |
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Maturity: |
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May 27, 2015 |
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Price: |
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99.898% |
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Yield: |
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2.722% |
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Spread: |
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+70bps |
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Benchmark Treasury: |
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2.50% due April 30, 2015 |
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Treasury Spot: |
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2.022% |
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Coupon Dates: |
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Semiannually on May 27 and November 27 |
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First Coupon: |
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November 27, 2010 |
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Settlement: |
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May 27, 2010 |
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Redemption Provisions: |
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Abbott may redeem the notes, at any time in whole or from time to time in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 10 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date on the |
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principal amount of the notes being redeemed. |
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CUSIP: |
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000000XX0 |
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Joint Bookrunning Managers: |
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Banc
of America Securities LLC |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Capitalization
The following table replaces the table set forth under “Capitalization” on page S-6 of Xxxxxx’x Preliminary Prospectus Supplement, dated May 24, 2010:
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Actual |
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Pro Forma |
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(In Thousands) |
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Long Term Debt: |
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1.51% Yen Notes due 2010 |
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$ |
168,426 |
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$ |
168,426 |
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3.75% Notes due 2011 |
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500,000 |
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500,000 |
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5.6% Notes due 2011 |
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1,500,000 |
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1,500,000 |
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5.15% Notes due 2012 |
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1,000,000 |
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1,000,000 |
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1.95% Yen Notes due 2013 |
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280,709 |
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280,709 |
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4.35% Notes due 2014 |
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500,000 |
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500,000 |
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5.875% Notes due 2016 |
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2,000,000 |
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2,000,000 |
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5.6% Notes due 2017 |
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1,500,000 |
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1,500,000 |
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5.125% Notes due 2019 |
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2,000,000 |
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2,000,000 |
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6.15% Notes due 2037 |
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1,000,000 |
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1,000,000 |
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6.0% Notes due 2039 |
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1,000,000 |
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1,000,000 |
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Other, including fair market value adjustments relating to the interest rate hedge contracts designated as fair value xxxxxx |
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147,607 |
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147,607 |
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% Notes due 2015 |
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— |
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% Notes due 2020 |
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— |
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% Notes due 2040 |
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— |
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Total long-term debt, including current portion |
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11,596,742 |
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Total shareholders’ investment |
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21,012,340 |
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21,012,340 |
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Total capitalization |
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$ |
32,609,082 |
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$ |
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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling any one of the Joint Bookrunning Managers toll-free at 1-800-294-1322 (Banc of America Securities LLC), collect at 000-000-0000 (X.X. Xxxxxx Securities Inc.), or toll-free at 866-718-1649 (Xxxxxx Xxxxxxx & Co. Incorporated).
SCHEDULE III-B
FINAL TERM SHEET
4.125% NOTES DUE 2020
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Issuer: |
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Xxxxxx Laboratories |
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Ratings: |
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A1/AA. Xxxxx’x Investor Services is reviewing Xxxxxx’x long-term rating for a possible downgrade, which would be limited to one notch. Standard & Poor’s Ratings Service affirmed its long-term rating and said such rating outlook is stable. |
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Size: |
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$1,000,000,000 |
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Security Type: |
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4.125% Notes due 2020 |
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Coupon: |
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4.125% |
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Maturity: |
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May 27, 2020 |
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Price: |
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99.951% |
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Yield: |
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4.131% |
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Spread: |
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+90bps |
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Benchmark Treasury: |
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3.500% due May 15, 2020 |
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Treasury Spot: |
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3.231% |
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Coupon Dates: |
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Semiannually on May 27 and November 27 |
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First Coupon: |
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November 27, 2010 |
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Settlement: |
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May 27, 2010 |
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Redemption Provisions: |
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Abbott may redeem the notes, at any time in whole or from time to time in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 15 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date on the |
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principal amount of the notes being redeemed. |
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CUSIP: |
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000000XX0 |
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Joint Bookrunning Managers: |
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Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Barclays Capital Inc. Deutsche Bank Securities Inc. |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Capitalization
The following table replaces the table set forth under “Capitalization” on page S-6 of Xxxxxx’x Preliminary Prospectus Supplement, dated May 24, 2010:
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Actual |
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Pro Forma |
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(In Thousands) |
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Long Term Debt: |
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1.51% Yen Notes due 2010 |
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$ |
168,426 |
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$ |
168,426 |
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3.75% Notes due 2011 |
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500,000 |
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500,000 |
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5.6% Notes due 2011 |
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1,500,000 |
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1,500,000 |
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5.15% Notes due 2012 |
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1,000,000 |
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1,000,000 |
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1.95% Yen Notes due 2013 |
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280,709 |
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280,709 |
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4.35% Notes due 2014 |
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500,000 |
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500,000 |
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5.875% Notes due 2016 |
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2,000,000 |
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2,000,000 |
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5.6% Notes due 2017 |
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1,500,000 |
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1,500,000 |
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5.125% Notes due 2019 |
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2,000,000 |
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2,000,000 |
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6.15% Notes due 2037 |
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1,000,000 |
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1,000,000 |
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6.0% Notes due 2039 |
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1,000,000 |
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1,000,000 |
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Other, including fair market value adjustments relating to the interest rate hedge contracts designated as fair value xxxxxx |
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147,607 |
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147,607 |
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% Notes due 2015 |
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— |
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% Notes due 2020 |
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— |
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% Notes due 2040 |
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— |
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Total long-term debt, including current portion |
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11,596,742 |
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Total shareholders’ investment |
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21,012,340 |
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21,012,340 |
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Total capitalization |
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$ |
32,609,082 |
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$ |
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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling any one of the Joint Bookrunning Managers toll-free at 1-800-294-1322 (Banc of America Securities LLC), collect at 000-000-0000 (X.X. Xxxxxx Securities Inc.), or toll-free at 866-718-1649 (Xxxxxx Xxxxxxx & Co. Incorporated).
SCHEDULE III-C
FINAL TERM SHEET
5.300% NOTES DUE 2040
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Issuer: |
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Xxxxxx Laboratories |
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Ratings: |
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A1/AA. Xxxxx’x Investor Services is reviewing Xxxxxx’x long-term rating for a possible downgrade, which would be limited to one notch. Standard & Poor’s Ratings Service affirmed its long-term rating and said such rating outlook is stable. |
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Size: |
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$1,250,000,000 |
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Security Type: |
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5.300% Notes due 2040 |
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Coupon: |
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5.300% |
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Maturity: |
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May 27, 2040 |
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Price: |
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99.228% |
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Yield: |
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5.352% |
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Spread: |
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+122bps |
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Benchmark Treasury: |
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4.625% due February 15, 2040 |
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Treasury Spot: |
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4.132% |
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Coupon Dates: |
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Semiannually on May 27 and November 27 |
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First Coupon: |
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November 27, 2010 |
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Settlement: |
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May 27, 2010 |
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Redemption Provisions: |
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Abbott may redeem the notes, at any time in whole or from time to time in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 20 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date on the |
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principal amount of the notes being redeemed. |
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CUSIP: |
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000000XX0 |
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Joint Bookrunning Managers: |
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Banc of America Securities LLC X.X. Xxxxxx Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Barclays Capital Inc. Deutsche Bank Securities Inc. |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Capitalization
The following table replaces the table set forth under “Capitalization” on page S-6 of Xxxxxx’x Preliminary Prospectus Supplement, dated May 24, 2010:
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Actual |
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Pro Forma |
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(In Thousands) |
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Long Term Debt: |
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1.51% Yen Notes due 2010 |
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$ |
168,426 |
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$ |
168,426 |
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3.75% Notes due 2011 |
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500,000 |
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500,000 |
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5.6% Notes due 2011 |
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1,500,000 |
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1,500,000 |
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5.15% Notes due 2012 |
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1,000,000 |
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1,000,000 |
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1.95% Yen Notes due 2013 |
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280,709 |
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280,709 |
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4.35% Notes due 2014 |
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500,000 |
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500,000 |
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5.875% Notes due 2016 |
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2,000,000 |
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2,000,000 |
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5.6% Notes due 2017 |
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1,500,000 |
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1,500,000 |
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5.125% Notes due 2019 |
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2,000,000 |
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2,000,000 |
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6.15% Notes due 2037 |
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1,000,000 |
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1,000,000 |
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6.0% Notes due 2039 |
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1,000,000 |
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1,000,000 |
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Other, including fair market value adjustments relating to the interest rate hedge contracts designated as fair value xxxxxx |
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147,607 |
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147,607 |
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% Notes due 2015 |
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— |
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% Notes due 2020 |
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— |
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% Notes due 2040 |
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— |
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Total long-term debt, including current portion |
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11,596,742 |
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Total shareholders’ investment |
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21,012,340 |
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21,012,340 |
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Total capitalization |
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$ |
32,609,082 |
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$ |
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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling any one of the Joint Bookrunning Managers toll-free at 1-800-294-1322 (Banc of America Securities LLC), collect at 000-000-0000 (X.X. Xxxxxx Securities Inc.), or toll-free at 866-718-1649 (Xxxxxx Xxxxxxx & Co. Incorporated).
