Published
# AbbVie Inc. (NYSE: ABBV) — Business, Risks and Management's Discussion ## Business *From the 2025 Form 10-K (fiscal year ended December 31, 2025), SEC accession 0001551152-26-000008.* AbbVie is a global, research-based biopharmaceutical company that discovers, develops, manufactures and sells prescription medicines, medical aesthetics products and eye care products worldwide. It describes its portfolio as holding leadership positions across immunology, neuroscience, oncology and aesthetics. Worldwide net revenues were $61.2 billion in 2025; approximately 24% of that came from outside the United States. The company employed roughly 57,000 people in more than 70 countries as of December 31, 2025. AbbVie reports as a **single global business segment**. A global research-and-development and supply-chain organization handles discovery, development, manufacturing and supply; commercial organizations are arranged by geographic region or therapeutic area. The Chief Executive Officer serves as chief operating decision maker and reviews results on a global basis, which is why no segment breakout exists — the useful disaggregation is by product and therapeutic area, which the company does provide. **How the revenue is composed (2025 net revenues, $ millions):** | Therapeutic area | Product | 2025 | 2024 | |---|---|---:|---:| | Immunology | Skyrizi (risankizumab) | 17,562 | 11,718 | | Immunology | Rinvoq (upadacitinib) | 8,304 | 5,971 | | Immunology | Humira (adalimumab) | 4,540 | 8,993 | | Neuroscience | Botox Therapeutic | 3,769 | 3,283 | | Neuroscience | Vraylar (cariprazine) | 3,621 | 3,267 | | Neuroscience | Ubrelvy (ubrogepant) | 1,271 | 1,006 | | Neuroscience | Qulipta/Aquipta (atogepant) | 1,036 | 658 | | Neuroscience | Vyalev | 482 | 99 | | Oncology | Imbruvica (ibrutinib) | 2,869 | 3,347 | | Oncology | Venclexta/Venclyxto (venetoclax) | 2,792 | 2,583 | | Oncology | Elahere | 690 | 479 | | Oncology | Epkinly/Tepkinly | 271 | 146 | | Aesthetics | Botox Cosmetic | 2,602 | 2,720 | | Aesthetics | Juvederm Collection | 993 | 1,177 | | Other key | Creon | 1,512 | 1,383 | | Other key | Mavyret/Maviret | 1,317 | 1,311 | | Other key | Linzess/Constella | 907 | 954 | | | **Total net revenues** | **61,160** | **56,334** | The shape of the business is unmistakable: two immunology franchises, Skyrizi and Rinvoq, each exceeded 10% of total net revenues and together made up roughly 42% of 2025 net revenues, and they are growing fast enough to have absorbed the collapse of Humira, which fell from $14.4 billion in 2023 to $4.5 billion in 2025 under direct biosimilar competition. Aesthetics (Botox Cosmetic, Juvederm, plus Alloderm, CoolSculpting, Natrelle, SkinMedica, Latisse and DiamondGlow) and eye care (Ozurdex, Lumigan/Ganfort, Alphagan/Combigan, Refresh/Optive, Xen, Durysta, Restasis) are consumer- and procedure-exposed businesses that behave differently from the pharmaceutical portfolio, and in 2025 both declined. **How the products reach customers.** Products are sold worldwide directly to wholesalers, distributors, government agencies, health care facilities, specialty pharmacies and independent retailers from AbbVie-owned distribution centers and public warehouses; aesthetic products and devices are also sold directly to physicians and other licensed providers. In the United States three wholesale distributors — McKesson Corporation, Cardinal Health, Inc. and Cencora, Inc. — accounted for substantially all U.S. pharmaceutical product sales in 2025, with no individual wholesaler above 43% of 2025 U.S. gross revenues. Outside the United States, AbbVie sells primarily through wholesalers or distributors and negotiates reimbursement with largely centralized national payer systems. Provisions for rebates and chargebacks — the gap between gross and net price — totaled $65.1 billion in 2025 against $59.3 billion in 2024, a figure larger than reported net revenues and a direct measure of how much of this business is negotiated rather than listed. **Research and development.** The pipeline comprises approximately 90 compounds, devices or indications in development, of which roughly 60 are in mid- and late-stage development, focused on immunology, neuroscience, oncology and aesthetics plus other specialties including obesity. The company supplements internal discovery with acquisitions, option-to-acquire agreements, licensing and option-to-license arrangements, and collaborations. Two collaborations are structurally important: Venclexta is a 50/50 U.S. profit-share with Genentech (a member of the Roche Group), with royalties payable outside the United States; Imbruvica is a 50/50 profit-share with Janssen Biotech (Johnson & Johnson), where Janssen holds exclusive ex-U.S. commercialization rights and bears about 60% of collaboration development costs. **Intellectual property.** AbbVie licenses or owns a portfolio of thousands of patent families, with patents expiring between 2026 and the mid-2040s. The patents it names as significant are those covering risankizumab (Skyrizi) and upadacitinib (Rinvoq); the U.S. composition-of-matter patents for both are expected to expire in 2033. In September 2025 AbbVie settled litigation with all generic manufacturers that had filed abbreviated new drug applications for generic upadacitinib tablets; under those settlement and license agreements, and assuming pediatric exclusivity is granted, no generic entry for Rinvoq tablets is expected in the United States before April 2037. AbbVie states that no other single patent, license or trademark is material to the business as a whole. **Corporate history.** AbbVie was incorporated in Delaware on April 10, 2012 and became an independent, publicly traded company on January 1, 2013 when Abbott Laboratories distributed 100% of AbbVie's outstanding common stock to Abbott shareholders. The portfolio has been built out by acquisition since: Allergan entities remain the named defendants in the Biocell breast implant and opioid litigation the company carries, and ImmunoGen, Inc. and Cerevel Therapeutics Holdings, Inc. were acquired in 2024 for $18.5 billion of cash consideration. --- ## Risk factors *From Item 1A of the 2025 Form 10-K, SEC accession 0001551152-26-000008, condensed.* **Concentration in two products.** Skyrizi and Rinvoq each represented more than 10% of total net revenues and together approximately 42% of 2025 net revenues. Anything that impairs either — a patent challenge, a safety signal, a formulary exclusion, a competing mechanism — hits a disproportionate share of the company. **Loss of exclusivity and biosimilar/generic entry.** Patent expiration is typically followed promptly by substitutes that sharply reduce a product's sales in a short time. Humira is the live demonstration inside AbbVie's own numbers. Third parties and governments may challenge, invalidate or circumvent patents through abbreviated new drug applications, inter partes and post-grant review, legislation, or compulsory licensing outside the United States. **Government price-setting and cost containment.** Under the Inflation Reduction Act, the U.S. Department of Health and Human Services can effectively set prices for selected single-source drugs and biologics as soon as nine years (small molecules) or 13 years (biologics) after FDA approval, at prices capped at a statutory ceiling likely to be a significant discount. Imbruvica was selected for Medicare Part D prices effective January 1, 2026; Vraylar and Linzess for January 1, 2027; and Botox for Medicare Parts B and D effective January 1, 2028. More products may be selected. Beyond the IRA, payers and governments may pursue most-favored-nation, international reference pricing or other comparative pricing methodologies whose scope and structure continue to evolve. The January 2026 voluntary agreement with the U.S. government, set out in the discussion below, itself introduces new pricing and reimbursement exposure. **Pharmacy benefit managers and supply-chain intermediaries.** Consolidation and vertical integration among PBMs and managed care organizations has increased their power over formulary placement and reimbursement. Formulary exclusions, step therapy, prior authorization and tiered placement can limit or delay patient access, shift utilization to competitors, and can change with limited advance notice. Regulatory or legislative changes to PBM rebate methodologies could also shift costs to manufacturers. **R&D failure.** A high rate of failure is inherent to the industry and failure can occur at any point, including after substantial investment. New products must generate enough revenue to cover R&D costs and to replace revenues lost to competing products. **Manufacturing and supply.** Manufacture of many products is highly exacting and complex; batches can be lost, shortages incurred, and recalls triggered. Certain raw materials and components are sourced from single suppliers, and qualifying an alternative is slow and requires regulatory approval. AbbVie also depends on third-party service providers for manufacturing and information technology. **Biologics-specific risk.** Biologics involve constrained access to biological materials, heavier regulation, purpose-built validated facilities and higher cost; the named exposures include Skyrizi, Botox, Humira and Creon. **Product liability and litigation.** AbbVie self-insures its product liability losses, having concluded the cost of insurance outweighs the likely benefit. Matters can involve numerous plaintiffs, indeterminate claims and years of unresolved exposure. **Intangibles and goodwill impairment.** As of December 31, 2025 the carrying value of developed product rights and other intangible assets was $52.6 billion and goodwill was $35.6 billion. IPR&D assets carry significant risk of failure and may be written off; goodwill and IPR&D are tested at least annually. **Debt and financing.** Debt service consumes cash that would otherwise fund capital expenditure and growth; operating cash flow may not suffice to repay debt as it comes due. Loss of the investment-grade rating or unavailable funding on acceptable terms would constrain expansion and product development. **Trade policy and tariffs.** Complex international supply chains, including sourcing of active pharmaceutical ingredients, expose the company to import/export tariffs and trade restrictions that could raise costs, compress margins or disrupt supply. **International operations.** Approximately 24% of 2025 net revenues came from outside the United States, bringing currency, reimbursement-policy, trade, tax, political-instability and anti-corruption exposures. **Acquisitions and business development.** Acquisitions may not complete, may not deliver expected benefits, may require greater resources than anticipated, may not integrate successfully, and may bring assumed debt and unknown or contingent liabilities, acquisition-related charges, intangible amortization and impairment — with potential knock-on effects on credit rating and borrowing costs. **Information technology and AI.** Systems are vulnerable to intrusion and breakdown; cyber insurance may not cover resulting losses. Failure to adopt AI effectively could hinder competitiveness, while AI-generated analyses could themselves be deficient. **Other named risks:** safety or efficacy issues emerging post-approval; regulatory compliance costs and possible enforcement including shutdowns or withdrawals; government benefit-program laws including 340B; wholesaler concentration; retention of qualified scientific and technical personnel; counterfeit and diverted product. **Risks related to the common stock:** dividends are discretionary and not guaranteed; ownership may be diluted by equity issuance, equity awards or preferred stock issued without stockholder approval; and takeover-deterrent provisions — no stockholder right to call a special meeting, a classified board with staggered three-year terms, removal of directors only for cause, board-filled vacancies, an 80% supermajority to amend certain charter and by-law provisions, and Delaware Section 203 — may delay or prevent an acquisition. --- ## Management's discussion and analysis — fiscal 2025 *From Item 7 of the 2025 Form 10-K, SEC accession 0001551152-26-000008.* **Headline result.** 2025 net revenues were $61.2 billion, up 8.6% at actual currency rates and 8.5% at constant currency; operating earnings were $15.1 billion; diluted earnings per share were $2.36; cash flows from operations were $19.0 billion. **What drove revenue.** On a constant-currency basis, Skyrizi rose 50% and Rinvoq rose 39%, both on continued market-share uptake and market growth across indications. Humira fell 49% on direct biosimilar competition following loss of exclusivity. Qulipta rose 57%, Elahere 43%, Ubrelvy 27%, Botox Therapeutic 15%, Vraylar 11% and Venclexta 8%. Imbruvica fell 14% on lower U.S. demand and pricing plus lower collaboration revenues. The aesthetics portfolio was the weak spot: Botox Cosmetic fell 4% overall — down 11% in the United States on unfavorable pricing from customer loyalty program changes, lower market share and softer consumer demand, up 6% internationally — and Juvederm Collection fell 15% on decreased consumer demand. **Margins and costs.** Gross margin was $43.0 billion, 70% of net revenues, flat as a percentage against 2024; revenue leverage, lower intangible amortization and lower acquisition and integration costs were offset by $847 million of intangible asset impairment charges. SG&A was $14.0 billion, falling to 23% of net revenues from 26%, helped by revenue leverage, lower litigation reserve charges and lower acquisition and integration costs. R&D was $9.1 billion, down 29% from the $12.8 billion of 2024 — a decline driven by lower intangible asset impairment charges, of which 2024 carried $4.5 billion; R&D expenses other than intangible asset impairment charges increased to support all stages of the pipeline. Named costs in the 2025 result: $7.4 billion of intangible asset amortization; $6.5 billion for the change in fair value of contingent consideration liabilities; $847 million of intangible asset impairment; and $276 million of acquisition and integration expenses. Other operating income included a $217 million gain on termination of an R&D collaboration with Calico Life Sciences LLC. **The contingent consideration line deserves attention.** Other expense, net carried $6.5 billion of contingent-consideration fair value charges in 2025 against $3.8 billion in 2024. These liabilities are marked to a model whose inputs include discount rates, estimated future sales of acquired products and time. In 2025 the charge reflected *higher* estimated Skyrizi sales, passage of time, lower discount rates and a longer estimated royalty period — meaning the same commercial success that lifts revenue mechanically enlarges this non-operating charge. **Tax.** The effective income tax rate was 36% in 2025, (15)% in 2024 and 22% in 2023. The 2025 rate was higher than 2024 principally because 2024 carried a one-time benefit from closing a three-year U.S. IRS examination. Rates in all three years differed from the statutory rate mainly because of foreign operations in lower-tax jurisdictions, the U.S. global minimum tax, contingent-consideration fair value changes, tax audits and settlements, credits and incentives, and business development activity. AbbVie flags OECD Pillar Two (a 15% global minimum tax) and Pillar One as sources of future uncertainty, including the side-by-side agreement released January 5, 2026 adding two new safe harbors. **Cash flow and capital.** Operating cash flow rose in 2025 on higher net revenues, working capital timing and lower acquisition-related cash expenses, partly offset by higher litigation payments and higher contingent-consideration payments. Investing outflows included $5.2 billion for other acquisitions and investments net of cash acquired and $1.2 billion of capital expenditures — a marked step down from 2024, when $18.5 billion of cash consideration went to the ImmunoGen and Cerevel Therapeutics acquisitions. Financing in 2025 included $4.0 billion of unsecured senior notes issued and $2.0 billion drawn under a 364-day term loan, against repayment of $3.0 billion of 3.80% senior notes and $3.8 billion of 3.60% senior notes. **Returns to shareholders.** Dividends paid were $11.7 billion in 2025 against $11.0 billion in 2024, the increase driven by the dividend rate. On October 31, 2025 the board raised the quarterly dividend from $1.64 to $1.73 per share — approximately 5.5% — beginning with the payment on February 17, 2026. Buybacks were modest by comparison: 3 million shares for $606 million in 2025 versus 7 million for $1.3 billion in 2024, with $2.9 billion of authorization remaining at December 31, 2025. **Obligations.** A one-time transition tax liability of $1.1 billion from 2017 U.S. tax reform was classified current at December 31, 2025. Liabilities for unrecognized tax benefits totaled $5.6 billion, with no reliable estimate of timing. Short-term borrowings at year end comprised $2.0 billion of a 364-day term loan and $499 million of commercial paper. **A commitment that shapes the next decade.** After December 31, 2025 AbbVie announced a voluntary agreement with the U.S. government to advance access and affordability of its U.S. products while investing in domestic pharmaceutical innovation. Under it AbbVie pledged **$100 billion in U.S.-based research and development and capital investment, including manufacturing, over the next decade**. **Market risk.** A 10% appreciation of the U.S. dollar would reduce the fair value of foreign exchange forward contracts by $2.0 billion at December 31, 2025; €3.1 billion of senior euro notes are designated as hedges of net investments in foreign subsidiaries. A 100 basis point rise in interest rates would reduce the fair value of interest rate swap contracts by approximately $81 million and the fair value of long-term debt by $4.5 billion. --- ## Current quarter — three and six months ended June 30, 2026 *From the Form 10-Q for the quarter ended June 30, 2026, SEC accession 0001551152-26-000026, with guidance from the earnings release furnished as Exhibit 99.1 to the Form 8-K dated July 31, 2026, SEC accession 0001551152-26-000023.* **Results.** Second-quarter net revenues were $17.0 billion, up 10.2% at actual currency rates and 9.5% at constant currency; U.S. revenues were $12.9 billion (+9.3%) and international $4.1 billion (+12.8% reported, +10.2% constant currency). Second-quarter operating earnings were $6.4 billion against $4.9 billion a year earlier, and net earnings attributable to AbbVie were $3.6 billion against $938 million. For the six months, net revenues were $32.0 billion, up 11.2% reported and 9.9% at constant currency, with operating earnings of $10.4 billion, diluted earnings per share of $2.42 and operating cash flow of $7.3 billion. Second-quarter diluted earnings per share were $2.03 against $0.52 a year earlier. Six-month results carried $3.4 billion of intangible amortization and $3.9 billion of contingent-consideration fair value charges. **What moved.** Skyrizi grew 24% in the quarter to $5.5 billion and 26% for the half to $10.0 billion; Rinvoq grew 24% in the quarter to $2.5 billion and 22% for the half to $4.6 billion — both on continued share uptake and market growth. Humira fell 36% in the quarter to $756 million. Vyalev more than doubled. Qulipta rose 30%, Vraylar 19%, Ubrelvy 16%, Botox Therapeutic 12%, Venclexta 10% and Elahere 32%. Imbruvica fell 29% in the quarter on unfavorable U.S. pricing, lower demand and lower collaboration revenues. In aesthetics, Botox Cosmetic rose 3% in the quarter on international consumer demand while Juvederm Collection fell 7% on weaker demand and unfavorable pricing. **Margins and expenses.** Gross margin as a percentage of revenue increased for both the three and six months, driven by higher revenue against lower fixed costs, principally lower intangible amortization. SG&A was flat as a percentage of revenue — revenue leverage offset by higher litigation reserve charges. R&D was flat as a percentage of revenue, with spend rising to support all pipeline stages. Acquired IPR&D and milestones expense was $291 million in the quarter and $1,035 million for the half, the latter including a $650 million upfront charge for the RemeGen license; the prior-year half included $350 million for Gubra and $335 million for ADARx. **Tax.** The effective tax rate fell sharply, to 15% for the quarter and 19% for the half, from 39% and 31% a year earlier, primarily on the reduced impact of contingent-consideration fair value changes and business development activity. **Balance sheet and financing during the period.** In March 2026 AbbVie issued $8.0 billion of unsecured senior notes across seven series (2028 floating, 3.775% due 2028, 4.125% due 2031, 4.40% due 2033, 4.75% due 2036, 5.55% due 2056 and 5.65% due 2066), repaid the $2.0 billion outstanding under, and terminated, its $4.0 billion 364-day term loan credit agreement, and in May 2026 repaid $2.0 billion of 3.20% senior notes at maturity. No commercial paper was outstanding at June 30, 2026 (against $499 million at December 31, 2025) and nothing was drawn on the two revolving credit facilities — $5.0 billion maturing March 2028 and $3.0 billion maturing January 2030. Dividends paid were $6.2 billion for the half against $5.8 billion a year earlier; the board declared a $1.73 per share quarterly dividend on June 18, 2026, payable August 14, 2026. Buybacks were 5 million shares for $1.1 billion in the half against 3 million for $606 million a year earlier. **Credit ratings.** In February 2026 Moody's Investors Service upgraded AbbVie's senior unsecured long-term rating to A2 (stable) from A3 (positive) and its short-term rating to Prime-1 from Prime-2. In June 2026 S&P Global Ratings affirmed the A- senior unsecured long-term rating and revised the outlook to positive from stable. **Business development in the period.** In June 2026 AbbVie entered a definitive agreement to acquire Apogee Therapeutics, Inc. for $135.11 per share in cash, approximately $10.9 billion in total value. In March 2026 it licensed RC148 (ABBV-1480), a PD-1/VEGF bispecific antibody, from RemeGen Co., Ltd. for $650 million upfront with up to $5.0 billion of milestones and tiered royalties. Cash outflows for other acquisitions and investments net of cash acquired were $1.1 billion for the half. **Regulatory and policy.** In January 2026 AbbVie announced the voluntary agreement with the U.S. government — lower Medicaid prices and expanded direct-to-patient offerings, plus the $100 billion decade-long U.S. R&D and capital investment pledge, in exchange for a three-year exemption from tariffs and future price mandates. Also in January 2026, CMS selected Botox as one of 15 medicines subject to government-set prices in Medicare Parts B and D beginning in 2028. **U.S. capital investment.** AbbVie announced a pharmaceutical manufacturing campus in North Carolina integrating advanced manufacturing, laboratory technologies and artificial intelligence for immunology, neuroscience and oncology medicines; two new manufacturing facilities in Illinois for next-generation neuroscience and obesity medications; and an agreement to acquire a device manufacturing facility in Arizona. **Pipeline and approvals during the period.** Positive Phase 3 AFFIRM results for Skyrizi subcutaneous induction in Crohn's disease (February 2026) and a U.S. submission in April; U.S. and EU pediatric plaque psoriasis approvals for Skyrizi in June. U.S. submissions for Rinvoq in non-segmental vitiligo (February) and severe alopecia areata (April). FDA approval of Venclexta with acalabrutinib in previously untreated CLL (February) and an expanded EU label in May. FDA approval of Decnupaz (pivekimab sunirine-pvzy) in BPDCN (May). FDA approval of Skinvive by Juvederm for neck lines (June). EC approval of Aquipta for acute migraine treatment (June). A Phase 3 start for ABBV-706 in relapsed/refractory small cell lung cancer (April) and for Temab-A plus bevacizumab in refractory metastatic colorectal cancer (June). Two contrasting Epkinly readouts: the Phase 3 EPCORE DLBCL-1 trial did not show a statistically significant overall survival improvement (January), while EPCORE DLBCL-4 met its primary endpoint on progression-free survival (June). In April AbbVie received a Complete Response Letter for trenibotulinumtoxinE in glabellar lines; the FDA requested additional manufacturing process information and identified no safety or efficacy concerns and no need for further clinical studies. **Litigation.** The recorded litigation accrual was approximately $1.7 billion at June 30, 2026, against $1.6 billion at December 31, 2025. In June 2026 AbbVie reached an agreement resolving substantially all U.S.-based lawsuits alleging breast implant-associated anaplastic large cell lymphoma from Allergan's Biocell textured implants, which will be dismissed with prejudice; lawsuits remain coordinated in the District of New Jersey, in U.S. state courts and in other countries, and the Netherlands dismissal of December 2025 is on appeal. In January 2026 the court granted AbbVie's motion to dismiss *Camargo v. AbbVie* (Humira list-price class action) without prejudice, and the plaintiff appealed to the Seventh Circuit in March 2026. Opioid, Niaspan antitrust, Humira rebating antitrust, and Ubrelvy and Qulipta patent enforcement matters continue. **Guidance.** In the second-quarter earnings release AbbVie updated its 2026 adjusted diluted EPS guidance range from $13.91–$14.11 to $13.87–$14.07, a $0.04 reduction at the midpoint: a $0.14 per share dilutive impact from the then-pending Apogee acquisition, partially offset by $0.10 of overperformance. That guidance includes an unfavorable $0.58 per share from acquired IPR&D and milestones expense incurred year to date through the second quarter and excludes any such expense beyond the second quarter, which the company says cannot be reliably forecast. --- ## Subsequent events *Post-period developments through September 23, 2026, from the Form 10-Q for the quarter ended June 30, 2026 (SEC accession 0001551152-26-000026) and subsequent Current Reports on Form 8-K as noted.* **Apogee Therapeutics acquisition completed — $135.11 per share, approximately $10.9 billion.** On September 3, 2026 AbbVie completed its acquisition of Apogee Therapeutics, Inc. (formerly NASDAQ: APGE). Apogee shareholders received **$135.11 per share in cash for a total equity value of approximately $10.9 billion**, and Apogee's common stock ceased trading before market open that day. The deal adds a clinical-stage immunology pipeline: lead asset zumilokibart (APG777), a half-life extended monoclonal antibody targeting IL-13 in development for atopic dermatitis, and APG273, a long-acting combination of zumilokibart with the anti-TSLP antibody APG333 in development for asthma. AbbVie expects the acquisition to reduce adjusted diluted EPS by **$0.14 in 2026 (partial year) and approximately $0.46 in 2027, with accretion beginning in 2032**. (Form 8-K dated September 3, 2026, SEC accession 0001104659-26-104940.) **Guidance reaffirmed on closing.** Alongside the completion, AbbVie reaffirmed its full-year 2026 adjusted diluted EPS guidance range of **$13.87–$14.07** — which already includes the $0.14 Apogee dilution and the $0.58 unfavorable impact from acquired IPR&D and milestones expense incurred through the second quarter — and reaffirmed third-quarter 2026 adjusted diluted EPS guidance of **$3.84–$3.88**. Both exclude acquired IPR&D and milestones expense that may be incurred after the periods indicated. (Same Form 8-K.) **$10.0 billion 364-day delayed-draw term loan facility.** After June 30, 2026 and in connection with the then-proposed Apogee acquisition, AbbVie entered a **$10.0 billion 364-day senior unsecured term loan facility**. No amounts had been drawn as of the date the Form 10-Q was filed (August 3, 2026), and commitments under the facility were subsequently reduced by the net proceeds of the notes offering described below. **$10.0 billion senior notes offering to fund the acquisition.** On August 4, 2026 AbbVie entered an underwriting agreement with Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and SG Americas Securities, LLC to sell **$10.0 billion aggregate principal amount of senior notes across nine series**: $500 million senior floating rate notes due 2028; $1.0 billion 4.500% due 2028; $1.25 billion 4.650% due 2030; $1.5 billion 4.875% due 2031; $1.25 billion 5.050% due 2033; $1.5 billion 5.300% due 2036; $1.0 billion 5.450% due 2038; $1.5 billion 6.000% due 2056; and $500 million 6.100% due 2066. Net proceeds after underwriting discounts and estimated expenses were expected to be approximately **$9.93 billion**, earmarked to fund part of the Apogee cash consideration and related fees with the remainder for general corporate purposes, and to reduce commitments under the $10.0 billion term loan facility. (Form 8-K dated August 4, 2026, SEC accession 0001104659-26-091269.) The offering **closed on August 18, 2026** under Supplemental Indenture No. 13 to the November 8, 2012 base indenture with U.S. Bank Trust Company, National Association as trustee. Had the Apogee agreement been terminated or abandoned, all series other than the 2056 and 2066 notes would have been subject to special mandatory redemption at 101% of principal plus accrued interest. (Form 8-K dated August 18, 2026, SEC accession 0001104659-26-098367.) **Arizona device manufacturing facility acquisition closed in July 2026.** The previously announced agreement to acquire a device manufacturing facility in Arizona closed in July 2026. AbbVie did not disclose a purchase price for this facility. **July 2026 regulatory approvals.** The European Commission approved Rinvoq for adult and adolescent patients with non-segmental vitiligo and, separately, for severe alopecia areata; approved Boey (trenibotulinumtoxinE) for temporary improvement in the appearance of moderate to severe glabellar lines in adults; and granted marketing authorization for Tepkinly in combination with lenalidomide and rituximab for adults with relapsed or refractory follicular lymphoma.