AbbVie ABBV Form 10-Q filing

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The accompanying notes are an integral part of these condensed consolidated financial statements.

AbbVie Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

AbbVie Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

The accompanying notes are an integral part of these condensed consolidated financial statements.

AbbVie Inc. and Subsidiaries
Condensed Consolidated Statements of Equity (Deficit) (unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

AbbVie Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

AbbVie Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 Basis of Presentation

Basis of Historical Presentation

The unaudited interim condensed consolidated financial statements of AbbVie Inc. (AbbVie or the company) have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (GAAP) have been omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.

It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the company’s financial position and operating results. Net revenues and net earnings for any interim period are not necessarily indicative of future or annual results. Certain other reclassifications were made to conform the prior period interim condensed consolidated financial statements to the current period presentation.

Recent Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

ASU No. 2024-03

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). The standard requires further disaggregation of relevant expense captions in a separate note to the financial statements. The standard is effective for AbbVie starting in annual periods in 2027 and interim periods beginning in 2028, with early adoption permitted. AbbVie is currently assessing the impact of adopting this guidance on its consolidated financial statements.

Note 2 Supplemental Financial Information

Interest Expense, Net

Inventories

Property and Equipment, Net

Depreciation expense was $194 million for the three months and $382 million for the six months ended June 30, 2026 and $186 million for the three months and $367 million for the six months ended June 30, 2025.

Note 3 Earnings Per Share

AbbVie grants certain restricted stock units (RSUs) that are considered to be participating securities. Due to the presence of participating securities, AbbVie calculates earnings per share (EPS) using the more dilutive of the treasury stock or the two-class method. For all periods presented, the two-class method was more dilutive.

The following table summarizes the impact of the two-class method:

Certain shares issuable under stock-based compensation plans were excluded from the computation of EPS because the effect would have been antidilutive. The number of common shares excluded was insignificant for all periods presented.

Note 4 Licensing, Acquisitions and Other Arrangements

Proposed Acquisition of Apogee Therapeutics, Inc.

In June 2026, AbbVie announced that it entered into a definitive agreement to acquire Apogee Therapeutics, Inc. (Apogee). Apogee is a clinical-stage biotechnology company advancing novel biologics with potential for differentiated efficacy and dosing for the treatment of atopic dermatitis, asthma and other inflammatory conditions. Under the terms of the agreement, AbbVie will acquire all outstanding shares of Apogee for $135.11 per share in cash for a total value of approximately $10.9 billion. The transaction is expected to close in the third quarter of 2026, subject to regulatory approvals and other customary closing conditions including Apogee shareholder approval.

Acquisition of Nimble Therapeutics, Inc.

In January 2025, AbbVie completed its acquisition of Nimble Therapeutics, Inc. (Nimble). Nimble is a biotechnology company dedicated to delivering on the promise of oral peptide therapeutics and its lead asset, an investigational oral peptide IL23R inhibitor in development for the treatment of psoriasis. The aggregate purchase price of $288 million was comprised of a $210 million upfront cash payment and $78 million for the acquisition date fair value of contingent consideration liabilities, for which AbbVie may owe up to $130 million in future payments upon achievement of certain development milestones. The transaction was accounted for as a business combination using the acquisition method of accounting.

Other Licensing & Acquisitions Activity

Cash outflows related to other acquisitions and investments, net of cash acquired totaled $1.1 billion for the six months ended June 30, 2026 and $1.3 billion for the six months ended June 30, 2025.

The following table summarizes acquired in-process research and development (IPR&D) and milestones expense:

RemeGen Co., Ltd.

In March 2026, AbbVie entered into a license agreement with RemeGen Co., Ltd. (RemeGen). Under the terms of the agreement, AbbVie received an exclusive global license excluding China to develop, manufacture and commercialize RC148 (ABBV-1480), a novel investigational Programmed Cell Death-1 (PD-1)/Vascular Endothelial Growth Factor (VEGF)-targeted bispecific antibody in development for the treatment of multiple advanced solid tumors. The upfront payment of $650 million was recorded in acquired IPR&D and milestones expense in the condensed consolidated statement of earnings in the first quarter of 2026. AbbVie could make additional payments of up to $5.0 billion upon achievement of certain development, regulatory and commercial milestones and pay tiered royalties.

ADARx Pharmaceuticals, Inc.

In May 2025, AbbVie entered into a license option agreement with ADARx Pharmaceuticals, Inc. (ADARx). Under the terms of the agreement, AbbVie received exclusive options to global license rights to develop and commercialize ADARx’s small interfering RNA (siRNA) therapeutics across multiple disease areas, including neuroscience, immunology and oncology. Under the terms of the agreement, AbbVie made an upfront payment of $335 million which was recognized in acquired IPR&D and milestones expense in the condensed consolidated statement of earnings in the second quarter of 2025. AbbVie could make additional payments of up to $385 million for option fees and option exercise payments, up to $7.5 billion upon achievement of certain development, regulatory and commercial milestones and pay tiered royalties.

Gubra A/S

In April 2025, AbbVie entered into a licensing agreement with Gubra A/S. Under the terms of the agreement, AbbVie received an exclusive global license to develop and commercialize GUB014295 (ABBV-295), a long-acting amylin analog for the treatment of obesity. Under the terms of the agreement, AbbVie made an upfront payment of $350 million which was recognized in acquired IPR&D and milestones expense in the condensed consolidated statement of earnings in the second quarter of 2025. AbbVie could make additional payments of up to $1.9 billion upon achievement of certain development, regulatory and commercial milestones and pay tiered royalties.

AbbVie entered into other individually insignificant collaborations, licensing agreements or other asset acquisitions in which the related upfront payments were recorded in acquired IPR&D and milestones expense.

Note 5 Collaborations

The company has ongoing transactions with other entities through collaboration agreements. The following represent the significant collaboration agreements impacting the periods ended June 30, 2026 and 2025.

Collaboration with Genentech, Inc.

AbbVie and Genentech, Inc. (Genentech), a member of the Roche Group, are parties to a collaboration and license agreement for the joint development and commercialization of Venclexta. AbbVie shares equally with Genentech all pre-tax profits and losses from the development and commercialization of Venclexta in the United States. AbbVie pays royalties on Venclexta net revenues outside the United States.

AbbVie manufactures and distributes Venclexta globally and is the principal in the end-customer product sales. Sales of Venclexta are included in AbbVie’s net revenues. Genentech’s share of United States profits is included in AbbVie’s cost of products sold. AbbVie records sales and marketing costs associated with the United States collaboration as part of selling, general and administrative (SG&A) expenses and global development costs as part of research and development (R&D) expenses, net of Genentech’s share. Royalties paid for Venclexta revenues outside the United States are also included in AbbVie’s cost of products sold. Genentech’s share of profits, including royalties, was $298 million for the three months and $582 million for the six months ended June 30, 2026 and $262 million for the three months and $504 million for the six months ended June 30, 2025. Sales and marketing and development costs for the three and six months ended June 30, 2026 and 2025 were insignificant.

Collaboration with Janssen Biotech, Inc.

AbbVie and Janssen Biotech, Inc. and its affiliates (Janssen), one of the Janssen Pharmaceutical companies of Johnson & Johnson, are parties to a collaboration agreement for the joint development and commercialization of Imbruvica.

The collaboration provides Janssen with an exclusive license to commercialize Imbruvica outside of the United States and co-exclusively with AbbVie in the United States. Both parties are responsible for the development, manufacturing and marketing of any products generated as a result of the collaboration. Except in certain cases, Janssen is responsible for approximately 60% of collaboration development costs and AbbVie is responsible for the remaining 40% of collaboration development costs.

In the United States, both parties have co-exclusive rights to commercialize Imbruvica; however, AbbVie is the principal in the end-customer product sales. AbbVie and Janssen share pre-tax profits and losses equally from the commercialization of Imbruvica. Sales of Imbruvica are included in AbbVie's net revenues. Janssen's share of profits is included in AbbVie's cost of products sold. Other costs incurred under the collaboration are reported in their respective expense line items, net of Janssen's share. In the United States, Janssen’s share of profits was $157 million for the three months and $310 million for the six months ended June 30, 2026 and $253 million for the three months and $500 million for the six months ended June 30, 2025. Other costs for the three and six months ended June 30, 2026 and 2025 were insignificant.

Outside the United States, Janssen is responsible for and has exclusive rights to commercialize Imbruvica. AbbVie and Janssen share pre-tax profits and losses equally from the commercialization of products. AbbVie's share of profits is included in AbbVie's net revenues. Other costs incurred under the collaboration are reported in their respective expense line items, net of Janssen's share. Outside the United States, AbbVie’s share of profits was $195 million for the three months and $419 million for the six months ended June 30, 2026 and $211 million for the three months and $420 million for the six months ended June 30, 2025. Other costs for the three and six months ended June 30, 2026 and 2025 were insignificant.

Note 6 Goodwill and Intangible Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill:

Intangible Assets, Net

The following table summarizes intangible assets:

Amortization expense was $1.7 billion for the three months and $3.4 billion for the six months ended June 30, 2026 and $1.9 billion for the three months and $3.7 billion for the six months ended June 30, 2025. Amortization expense was included in cost of products sold in the condensed consolidated statements of earnings.

Note 7 Financial Instruments and Fair Value Measures

Risk Management Policy

See Note 11 to the company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a summary of AbbVie’s risk management policy and use of derivative instruments.

Financial Instruments

Various AbbVie foreign subsidiaries enter into foreign currency forward exchange contracts to manage exposures to changes in foreign exchange rates for anticipated intercompany transactions denominated in a currency other than the functional currency of the local entity. These contracts, with notional amounts totaling $3.8 billion at June 30, 2026 and $2.5 billion at December 31, 2025, are designated as cash flow hedges and are recorded at fair value. The durations of these forward exchange contracts were generally less than 24 months. Accumulated gains and losses as of June 30, 2026 are reclassified from accumulated other comprehensive income (loss) (AOCI) and included in cost of products sold at the time the products are sold, generally not exceeding six months from the date of settlement.

The company also enters into foreign currency forward exchange contracts to manage its exposure to foreign currency denominated debt, trade payables and receivables and intercompany loans. These contracts are not designated as hedges and are recorded at fair value. Resulting gains or losses are recognized in other expense, net in the condensed consolidated statements of earnings and are generally offset by losses or gains on the foreign currency exposure being managed. These contracts had notional amounts totaling $9.2 billion at June 30, 2026 and December 31, 2025.

The company also uses foreign currency forward exchange contracts or foreign currency denominated debt to hedge its net investments in certain foreign subsidiaries and affiliates. The company had an aggregate principal amount of senior Euro notes designated as net investment hedges of €3.1 billion at June 30, 2026 and December 31, 2025. In addition, the company had foreign currency forward exchange contracts designated as net investment hedges with notional amounts totaling €6.7 billion, SEK1.4 billion, CAD800 million and CHF80 million at June 30, 2026 and €6.5 billion, SEK1.4 billion, CAD500 million and CHF80 million at December 31, 2025. The company uses the spot method of assessing hedge effectiveness for derivative instruments designated as net investment hedges. Realized and unrealized gains and losses from these hedges are included in AOCI and the initial fair value of hedge components excluded from the assessment of effectiveness is recognized in interest expense, net over the life of the hedging instrument.

The company is a party to interest rate swap contracts designated as fair value hedges with notional amounts totaling $3.3 billion at June 30, 2026 and $1.8 billion at December 31, 2025. The effect of the hedge contracts is to change a fixed-rate interest obligation to a floating rate for that portion of the debt. AbbVie records the contracts at fair value and adjusts the carrying amount of the fixed-rate debt by an offsetting amount.

The company is a party to interest rate swap contracts designated as cash flow hedges with notional amounts totaling $750 million at June 30, 2026. The effect of the hedge contracts is to change a floating-rate interest obligation to a fixed rate for that portion of

the floating-rate debt. AbbVie records the contracts at fair value and includes accumulated gains or losses in AOCI which it reclassifies to interest expense, net over the lives of the floating-rate debt.

No amounts are excluded from the assessment of effectiveness for cash flow hedges or fair value hedges.

The following table summarizes the amounts and location of AbbVie’s derivative instruments on the condensed consolidated balance sheets:

While certain derivatives are subject to netting arrangements with the company’s counterparties, the company does not offset derivative assets and liabilities within the condensed consolidated balance sheets.

The following table presents the pre-tax amounts of gains (losses) from derivative instruments recognized in other comprehensive income (loss):

Assuming market rates remain constant through contract maturities, the company expects to reclassify pre-tax gains of $45 million into cost of products sold for foreign currency cash flow hedges and pre-tax gains of $23 million into interest expense, net for other cash flow hedges during the next 12 months.

Related to AbbVie’s non-derivative, foreign currency denominated debt designated as net investment hedges, the company recognized in other comprehensive income (loss) pre-tax gains of $43 million for the three months and $103 million for the six months ended June 30, 2026 and pre-tax losses of $283 million for the three months and $416 million for the six months ended June 30, 2025.

The following table summarizes the pre-tax amounts and location of derivative instrument net gains (losses) recognized in the condensed consolidated statements of earnings, including the net gains (losses) reclassified out of AOCI into net earnings. See Note 9 for the amount of net gains (losses) reclassified out of AOCI.

Fair Value Measures

The fair value hierarchy consists of the following three levels:

• Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access;
• Level 2 – Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations in which all significant inputs are observable in the market; and
• Level 3 – Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company’s management about the assumptions market participants would use in pricing the asset or liability.

The following table summarizes the bases used to measure certain assets and liabilities carried at fair value on a recurring basis on the condensed consolidated balance sheet as of June 30, 2026 and December 31, 2025:

Money market funds and time deposits are valued using relevant observable market inputs including quoted prices for similar assets and interest rate curves. Equity securities primarily consist of investments for which the fair values were determined by using the published market prices per unit multiplied by the number of units held, without consideration of transaction costs. The derivatives entered into by the company were valued using observable market inputs including published interest rate curves and both forward and spot prices for foreign currencies.

The financing liability is related to financing arrangements which the company elected to account for in accordance with the fair value option, as permitted under ASC 825 Financial Instruments. The fair value measurement of the financing liability was determined based on significant unobservable inputs. Potential payments are estimated by applying a probability-weighted expected payment model, which are then discounted to present value. Changes to the fair value of the financing liability can result from changes to one or a number of inputs, including discount rates, estimated probabilities and timing of achieving milestones and estimated amounts of future sales. The change in fair value recognized in net earnings is recorded in other expense, net in the condensed consolidated statements of earnings and the change in fair value attributable to instrument-specific credit risk is recognized in other comprehensive income (loss). Changes in fair value recognized in other expense, net and in other comprehensive income (loss) for the three and six months ended June 30, 2026 and June 30, 2025 were insignificant.

The fair value measurements of the contingent consideration liabilities were determined based on significant unobservable inputs, including the discount rate, estimated probabilities and timing of achieving specified development, regulatory and commercial milestones and the estimated amount of future sales of the acquired products. The potential contingent consideration payments are estimated by applying a probability-weighted expected payment model for contingent milestone payments and a Monte Carlo simulation model for contingent royalty payments, which are then discounted to present value. Changes to the fair value of the contingent consideration liabilities can result from changes to one or a number of inputs, including discount rates, the probabilities of achieving the milestones, the time required to achieve the milestones and estimated future sales. Significant judgment is employed in determining the appropriateness of certain of these inputs. Changes to the inputs described above could have a material impact on the company's financial position and results of operations in any given period.

The fair value of the company's contingent consideration liabilities was calculated using the following significant unobservable inputs:

(a) Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities.

(b) At June 30, 2026, the estimated probability of payment was 100% for approved Skyrizi indications and 38% for pipeline assets in combination with Skyrizi based on the weighted probabilities of achieving regulatory approval. Excludes early-stage pipeline assets with 0% estimated probability of payment.

(c) At June 30, 2026, the projected year of payments ends in 2037 for Skyrizi and in 2044 for pipeline assets in combination with Skyrizi.

There have been no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy. The following table presents the changes in fair value of total contingent consideration liabilities which are measured using Level 3 inputs:

(a) Additions during the six months ended June 30, 2025, represent contingent consideration liabilities related to the Nimble acquisition.

The change in fair value is recorded in other expense, net in the condensed consolidated statements of earnings.

Certain financial instruments are carried at historical cost or some basis other than fair value. The book value, fair value and bases used to measure the approximate fair values of certain financial instruments as of June 30, 2026 are shown in the table below:

(a) Excludes the effects of fair value hedges and financing liability.

The book value, fair value and bases used to measure the approximate fair values of certain financial instruments as of December 31, 2025 are shown in the table below:

(a) Excludes the effects of fair value hedges and financing liability.

AbbVie also holds investments in equity securities that do not have readily determinable fair values. The company records these investments at cost and remeasures them to fair value based on certain observable price changes or impairment events as they occur. The carrying amount of these investments was $162 million as of June 30, 2026 and $159 million as of December 31, 2025. No significant cumulative upward or downward adjustments have been recorded for these investments as of June 30, 2026.

Concentrations of Risk

Of total net accounts receivable, three U.S. wholesalers accounted for 82% as of June 30, 2026 and 84% as of December 31, 2025, and substantially all of AbbVie’s pharmaceutical product net revenues in the United States were to these three wholesalers.

Debt and Credit Facilities

Issuance and Repayment of Long-Term Debt

In March 2026, the company issued $8.0 billion aggregate principal amount of unsecured senior notes. The following table summarizes the issued debt:

(a) Senior floating rate notes bear interest at adjusted Secured Overnight Financing Rate +0.480%.

The notes are unsecured, unsubordinated obligations of AbbVie and will rank equally in right of payment with all of AbbVie’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations. AbbVie may redeem the fixed-rate senior notes prior to maturity at a redemption price equal to the greater of the principal amount or the sum of present values of the remaining scheduled payments of principal and interest plus a make-whole premium. With exception of the fixed-rate senior notes due 2028, AbbVie may also redeem the fixed-rate senior notes at par between one and six months prior to maturity. The senior floating rate notes may not be redeemed prior to maturity.

In May 2026, the company repaid $2.0 billion aggregate principal amount of 3.20% senior notes at maturity.

In February 2025, the company issued $4.0 billion aggregate principal amount of unsecured senior notes.

In March 2025, the company repaid $3.0 billion aggregate principal amount of 3.80% senior notes at maturity.

In May 2025, the company repaid $3.8 billion aggregate principal amount of 3.60% senior notes at maturity.

Financing related to the proposed acquisition of Apogee

Subsequent to June 30, 2026, in connection with the proposed acquisition of Apogee, AbbVie entered into a $10.0 billion 364-day senior unsecured term loan facility. No amounts have been drawn under the term loan facility as of the date of filing of this Quarterly Report on Form 10-Q.

Short-Term Borrowings

There were no commercial paper borrowings outstanding as of June 30, 2026 and $499 million as of December 31, 2025. The weighted-average interest rate on commercial paper borrowings was 3.85% for the six months ended June 30, 2026 and 4.64% for the six months ended June 30, 2025.

In April 2025, the company entered into a $4.0 billion 364-day term loan credit agreement. In May 2025, the company borrowed $2.0 billion under this term loan credit agreement which was outstanding and included in short-term borrowings as of December 31, 2025. In March 2026, the company repaid the $2.0 billion amount outstanding under this term loan credit agreement and terminated the agreement.

AbbVie has two revolving credit facilities available, including a $5.0 billion five-year revolving credit facility that matures in March 2028 and a $3.0 billion five-year revolving credit facility that matures in January 2030. The revolving credit facilities are available to support AbbVie’s commercial paper program and enable the company to borrow funds to meet liquidity requirements on an unsecured basis at variable interest rates and contain various covenants. At June 30, 2026, the company was in compliance with all covenants, and commitment fees under the revolving credit facilities were insignificant. No amounts were outstanding under the company's revolving credit facilities as of June 30, 2026 and December 31, 2025.

Note 8 Post-Employment Benefits

The following table summarizes net periodic benefit cost relating to the company’s defined benefit and other post-employment plans:

The components of net periodic benefit cost other than service cost are included in other expense, net in the condensed consolidated statements of earnings.

Note 9 Equity

Stock-Based Compensation

Stock-based compensation expense is principally related to awards issued pursuant to the AbbVie 2013 Incentive Stock Program and the AbbVie Amended and Restated 2013 Incentive Stock Program and is summarized as follows:

Stock Options

During the six months ended June 30, 2026, primarily in connection with the company's annual grant, AbbVie granted 0.4 million stock options with a weighted-average grant-date fair value of $48.38. As of June 30, 2026, $11 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next two years.

RSUs and Performance Shares

During the six months ended June 30, 2026, primarily in connection with the company's annual grant, AbbVie granted 4.5 million RSUs and performance shares with a weighted-average grant-date fair value of $229.77. As of June 30, 2026, $1.0 billion of unrecognized compensation cost related to RSUs and performance shares is expected to be recognized as expense over approximately the next two years.

Cash Dividends

The following table summarizes quarterly cash dividends declared during 2026 and 2025:

Stock Repurchase Program

The company's stock repurchase authorization permits purchases of AbbVie shares from time to time in open-market or private transactions at management's discretion. The program has no time limit and can be discontinued at any time. Shares repurchased under this program are recorded at acquisition cost, including related expenses, and are available for general corporate purposes.

AbbVie repurchased 5 million shares for $1.1 billion during the six months ended June 30, 2026 and 3 million shares for $606 million during the six months ended June 30, 2025. AbbVie's remaining stock repurchase authorization was approximately $1.8 billion as of June 30, 2026.

Accumulated Other Comprehensive Loss

The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2026:

Other comprehensive loss for the six months ended June 30, 2026 included foreign currency translation adjustments totaling a loss of $348 million principally due to the impact of the weakening of the Euro on the translation of the company’s Euro-denominated assets and the offsetting impact of net investment hedging activities totaling a gain of $232 million.

The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2025:

Other comprehensive income for the six months ended June 30, 2025 included foreign currency translation adjustments totaling a gain of $1.5 billion principally due to the impact of the strengthening of the Euro on the translation of the company’s Euro-denominated assets and the offsetting impact of net investment hedging activities totaling a loss of $981 million.

The following table presents the impact on AbbVie’s condensed consolidated statements of earnings for significant amounts reclassified out of each component of accumulated other comprehensive loss:

(a) Amounts are included in interest expense, net (see Note 7).

(b) Amounts are included in the computation of net periodic benefit cost (see Note 8).

(c) Amounts are included in cost of products sold (see Note 7).

Note 10 Income Taxes

The effective tax rate was 15% for the three months and 19% for the six months ended June 30, 2026 compared to 39% for the three months and 31% for the six months ended June 30, 2025. The effective tax rate in each period differed from the U.S. statutory tax rate of 21% principally due to the impact of foreign operations which reflect lower income tax rates in locations outside the United States partially offset by changes in fair value of contingent consideration and business development activities. The decrease in the effective tax rate for the three and six months ended June 30, 2026 over the prior year was primarily due to the decreased impact of changes in fair value of contingent consideration and business development activities. The decrease in the effective tax rate for the three months ended June 30, 2026 over the prior year was partially offset by changes in the impact of foreign operations.

Note 11 Legal Proceedings and Contingencies

AbbVie is subject to contingencies, such as various claims, legal proceedings and investigations regarding product liability, intellectual property, commercial, securities and other matters that arise in the normal course of business. Loss contingency provisions are recorded for probable losses at management’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount within a probable range is recorded. The recorded accrual balance for litigation was approximately $1.7 billion as of June 30, 2026 and $1.6 billion as of December 31, 2025. For litigation matters discussed below for which a loss is probable or reasonably possible, the company is unable to estimate the possible loss or range of loss, if any, beyond the amounts accrued. Initiation of new legal proceedings or a change in the status of existing proceedings may result in a change in the estimated loss accrued by AbbVie. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on AbbVie’s consolidated financial position, results of operations or cash flows.

Antitrust Litigation

Lawsuits are pending against AbbVie and others generally alleging that the 2005 patent litigation settlement involving Niaspan entered into between Kos Pharmaceuticals, Inc. (a company acquired by Abbott in 2006 and presently a subsidiary of AbbVie) and a generic company violated federal and state antitrust laws and state unfair and deceptive trade practices and unjust enrichment laws. Plaintiffs generally seek monetary damages and/or injunctive relief and attorneys' fees. The lawsuits pending in federal court consist of six individual plaintiff lawsuits and a certified class action by Niaspan direct purchasers. The cases are pending in the United States District Court for the Eastern District of Pennsylvania for coordinated or consolidated pre-trial proceedings under the federal multi-district litigation (MDL) Rules as In re: Niaspan Antitrust Litigation, MDL No. 2460. In October 2016, the Orange County, California District Attorney’s Office filed a lawsuit on behalf of the State of California regarding the Niaspan patent litigation settlement in Orange County Superior Court, asserting a claim under the unfair competition provision of the California Business and Professions Code seeking injunctive relief, restitution, civil penalties and attorneys’ fees.

Government Proceedings

Lawsuits are pending against Allergan and several other manufacturers generally alleging that they improperly promoted and sold prescription opioid products. Approximately 215 lawsuits are pending against Allergan in federal and state courts. Most of the federal court lawsuits are consolidated for pre-trial purposes in the United States District Court for the Northern District of Ohio under the MDL rules as In re: National Prescription Opiate Litigation, MDL No. 2804. Approximately 20 of the lawsuits are pending in various state courts. The plaintiffs in these lawsuits, which include counties, cities, other municipal entities, Native American tribes, union trust funds and other third-party payors, private hospitals and personal injury claimants, generally seek compensatory and punitive damages. Of these approximately 215 lawsuits, approximately 20 of them are brought by counties, cities and other municipal entities, approximately 5 of which are in the process of being dismissed pursuant to the previously announced settlement.

Product Liability and General Litigation

In April 2023, a putative class action lawsuit, Camargo v. AbbVie Inc., was filed in the United States District Court for the Northern District of Illinois on behalf of Humira patients who paid for Humira based on its list price or who, after losing insurance coverage, discontinued Humira because they could not pay based on its list price, alleging that Humira’s list price is excessive in violation of multiple states’ unfair and deceptive trade practices statutes. The plaintiff generally seeks monetary damages, injunctive relief, and attorneys’ fees. In January 2026, the court granted AbbVie’s motion to dismiss, without prejudice. In March 2026, the plaintiff filed a notice of appeal of this dismissal to the United States Court of Appeals for the Seventh Circuit.

Lawsuits are pending against various Allergan entities in the United States and other countries including Australia, Brazil, Canada and South Korea, in which plaintiffs generally allege that they developed, or may develop, breast implant-associated anaplastic large cell lymphoma (ALCL) or other injuries from Allergan’s Biocell textured breast implants, which were voluntarily withdrawn from worldwide markets in 2019. In June 2026, AbbVie reached an agreement to resolve substantially all the United States-based ALCL lawsuits, which will be dismissed with prejudice. Approximately 1,300 other lawsuits are coordinated for pre-trial purposes in the United States District Court for the District of New Jersey under the MDL rules as In re: Allergan Biocell Textured Breast Implant Product Liability Litigation, MDL No. 2921; approximately 475 other lawsuits are pending in various U.S. state courts; and approximately 1,080 lawsuits are pending in other countries. In December 2025, the Amsterdam District Court dismissed all claims pending against Allergan and affiliated entities in the Netherlands. In March 2026, the plaintiffs in the Netherlands filed a notice of appeal of this dismissal to the Amsterdam Court of Appeal. Plaintiffs generally seek monetary damages, medical monitoring and attorneys’ fees.

In January 2025, a putative class action lawsuit, Sheet Metal Workers’ Health Plan of Southern California, Arizona and Nevada v. AbbVie Inc., was filed in the United States District Court for the Northern District of Illinois on behalf of third-party payors of Humira, alleging that AbbVie’s rebating practices are impairing biosimilar competition with Humira in violation of federal and state antitrust laws. The plaintiff generally seeks monetary damages, injunctive relief and attorneys' fees.

Intellectual Property Litigation

AbbVie is seeking to enforce patent rights related to ubrogepant (a drug sold under the trademark Ubrelvy). Litigation was filed in the United States District Court for the District of New Jersey in March 2024 against Aurobindo Pharma U.S.A., Inc., Aurobindo Pharma Limited, and Apitoria Pharma Private Limited; Zydus Pharmaceuticals (USA) Inc. and Zydus Lifesciences Limited; and Hetero USA Inc., Hetero Labs Limited Unit-III, and Hetero Labs Limited. AbbVie alleges defendants’ proposed generic ubrogepant products infringe certain patents and seeks declaratory and injunctive relief. Merck Sharp & Dohme LLC, which exclusively licenses certain patents to AbbVie, is a co-plaintiff in the litigation.

AbbVie is seeking to enforce patent rights related to atogepant (a drug sold under the trademark Qulipta). Litigation was filed in the United States District Court for the District of New Jersey in December 2025 and January 2026 against Apotex Inc.; Macleods Pharmaceuticals Ltd. and Macleods Pharma USA, Inc.; Dr. Reddy’s Laboratories, Ltd. and Dr. Reddy’s Laboratories, Inc.; MSN Pharmaceuticals Inc., MSN Laboratories Private Limited, and MSN Life Sciences Private Limited; Hetero USA Inc., Hetero Labs Limited Unit-III, Hetero Labs Limited, and Honour Lab Limited; and Micro Labs Limited and Micro Labs USA, Inc. AbbVie alleges defendants’ proposed generic atogepant products infringe certain patents and seeks declaratory and injunctive relief.

Note 12 Segment Information

AbbVie operates as a single global business segment dedicated to the research and development, manufacturing, commercialization and sale of innovative medicines and therapies. This operating structure enables the Chief Executive Officer, as chief operating decision maker (CODM), to allocate resources and assess business performance on a global basis in order to achieve established long-term strategic goals. Consistent with this structure, a global research and development and supply chain organization is responsible for the discovery, manufacturing and supply of products. Commercial efforts that coordinate the marketing, sales and distribution of these products are organized by geographic region or therapeutic area. All of these activities are supported by a global corporate administrative staff. The determination of a single business segment is consistent with the consolidated financial information regularly reviewed by the CODM for purposes of assessing performance, allocating resources and planning and forecasting future periods.

The CODM regularly reviews net revenues, net earnings and significant segment expenses and uses net earnings as its principal measure of segment profit or loss. Net earnings and significant segment expenses reviewed by the CODM are reported on the condensed consolidated statements of earnings for the periods ended June 30, 2026 and 2025. The CODM uses net earnings as its principal measure of segment profit or loss to compare past financial performance with current performance and analyze underlying business performance and trends. The CODM does not use segment assets to make decisions regarding resources; therefore, the total asset disclosure has not been included.

The following table details AbbVie’s worldwide net revenues:

See the following for additional information about certain income and expenses included in net earnings: intangible assets amortization expense (Note 6), change in fair value of contingent consideration (Note 7), interest income and expense (Note 2), depreciation expense (Note 2), litigation matters (Note 11) and income tax expense (Note 10).

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of the financial condition of AbbVie Inc. (AbbVie or the company) as of June 30, 2026 and December 31, 2025 and the results of operations for the three and six months ended June 30, 2026 and 2025. This commentary should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes appearing in Item 1, “Financial Statements and Supplementary Data.”

EXECUTIVE OVERVIEW

Company Overview

AbbVie is a global, diversified research-based biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions across immunology, neuroscience, oncology and aesthetics. AbbVie uses its expertise, dedicated people and unique approach to innovation to develop and market advanced therapies that address some of the world’s most complex and serious diseases.

AbbVie's products are generally sold worldwide directly to wholesalers, distributors, government agencies, health care facilities, specialty pharmacies and independent retailers from AbbVie-owned distribution centers and public warehouses. Certain products (including aesthetic products and devices) are also sold directly to physicians and other licensed healthcare providers. In the United States (U.S.), AbbVie distributes pharmaceutical products principally through independent wholesale distributors, with some sales directly to retailers, pharmacies, patients or other customers. Outside the United States, AbbVie sells products primarily to wholesalers or through distributors, and depending on the market works through largely centralized national payer systems to agree on reimbursement terms. Certain products are co-marketed or co-promoted with other companies. AbbVie operates as a single global business segment.

2026 Strategic Objectives

AbbVie's mission is to discover and develop innovative medicines and products that solve serious health issues today and address the medical challenges of tomorrow while achieving top-tier financial performance through outstanding execution. AbbVie intends to execute its strategy and advance its mission in a number of ways, including: (i) maximizing the benefits of a diversified revenue base with multiple long-term growth drivers; (ii) leveraging AbbVie's commercial strength and international infrastructure across therapeutic areas and ensuring strong commercial execution of new product launches as well as continued investment in key on-market products; (iii) continuing to invest in and expand its pipeline in support of opportunities in immunology, neuroscience, oncology and aesthetics as well as new sources of growth such as obesity; (iv) generating substantial operating cash flows to support investments in innovative research and development and returning cash to shareholders via a strong and growing dividend while maintaining a strong investment grade credit rating. In addition, AbbVie anticipates several regulatory submissions, approvals and data readouts from key clinical trials in the next 12 months.

Financial Results

The company’s financial performance for the six months ended June 30, 2026 included delivering worldwide net revenues of $32.0 billion, operating earnings of $10.4 billion, diluted earnings per share of $2.42 and cash flows from operations of $7.3 billion. Worldwide net revenues increased 11% on a reported basis and 10% on a constant currency basis.

Financial results for the six months ended June 30, 2026 also included the following costs: (i) $3.4 billion related to the amortization of intangible assets; and (ii) $3.9 billion for the change in fair value of contingent consideration liabilities. Additionally, financial results reflected continued funding to support all stages of AbbVie’s pipeline assets and continued investment in AbbVie’s on-market brands.

Recent Events

Regulatory Environment

In January 2026, AbbVie announced a voluntary agreement with the U.S. government to further advance access and affordability of AbbVie’s products in the U.S. while protecting and investing in U.S. pharmaceutical innovation. AbbVie will provide low prices in Medicaid and expand affordable, direct-to-patient offerings. Additionally, AbbVie pledged $100 billion in U.S.-based research and development and capital investments, including manufacturing, over the next decade. Under this voluntary agreement, the U.S. government has agreed to provide AbbVie a three-year exemption from tariffs and future price mandates.

The Inflation Reduction Act of 2022 has and will continue to have a significant impact on AbbVie’s business. In January 2026, the U.S. Department of Health and Human Services, through Centers for Medicare and Medicaid Services, 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

In 2026, AbbVie announced an investment to build a pharmaceutical manufacturing campus in North Carolina. The campus will integrate advanced manufacturing and laboratory technologies with artificial intelligence to support the production of immunology, neuroscience and oncology medicines. Additionally, AbbVie announced investments to add two new manufacturing facilities in Illinois to support next generation neuroscience and obesity medications as well as an agreement to acquire a device manufacturing facility in Arizona, which closed in July 2026. These projects are part of AbbVie's plan to invest in the U.S. to broadly support innovation and expand critical manufacturing capabilities and capacity.

Research and Development

Research and innovation are the cornerstones of AbbVie’s business as a global biopharmaceutical company. AbbVie’s long-term success depends to a great extent on its ability to continue to discover and develop innovative products and acquire or collaborate on compounds currently in development by other biotechnology or pharmaceutical companies.

AbbVie’s pipeline currently includes approximately 90 compounds, devices or indications in development individually or under collaboration or license agreements. Of these programs, approximately 60 are in mid- and late-stage development. The company’s pipeline is focused on immunology, neuroscience, oncology and aesthetics as well as other specialties, including obesity.

The following sections summarize transitions of significant programs from mid-stage development to late-stage development as well as developments in significant late-stage and registrational programs. AbbVie expects multiple mid-stage programs to transition into late-stage programs in the next 12 months.

Significant Programs and Developments

Immunology

Skyrizi

• In February 2026, AbbVie announced positive topline results from the Phase 3 AFFIRM trial evaluating Skyrizi subcutaneous induction in adult patients with moderately to severely active Crohn’s disease (CD).
• In April 2026, AbbVie announced the submission of an application to the U.S. Food and Drug Administration (FDA) for Skyrizi for subcutaneous induction for the treatment of adult patients with moderately to severely active CD.
• In June 2026, AbbVie announced the European Commission (EC) approved Skyrizi for the treatment of children six years of age and older with moderate-to-severe plaque psoriasis who are candidates for systemic therapy.
• In June 2026, AbbVie announced the U.S. FDA approved Skyrizi for the treatment of children six years of age and older with moderate-to-severe plaque psoriasis who are candidates for systemic therapy or phototherapy, or active psoriatic arthritis.

Rinvoq

• In February 2026, AbbVie announced the submission of an application for a new indication to the U.S. FDA for Rinvoq for the treatment of adult and adolescent patients with non-segmental vitiligo.
• In April 2026, AbbVie announced the submission of an application for a new indication to the U.S. FDA for Rinvoq for the treatment of adult and adolescent patients with severe alopecia areata.

• In July 2026, AbbVie announced the EC approved Rinvoq for the treatment of adult and adolescent patients with non-segmental vitiligo.
• In July 2026, AbbVie announced the EC approved Rinvoq for the treatment of adult and adolescent patients with severe alopecia areata.

Neuroscience

Qulipta

• In June 2026, AbbVie announced the EC approved Aquipta for the acute treatment of migraine in adults with or without aura.

Oncology

Venclexta

• In February 2026, AbbVie announced the U.S. FDA approved the combination regimen of Venclexta with acalabrutinib for the treatment of previously untreated adult patients with chronic lymphocytic leukemia (CLL).
• In May 2026, AbbVie announced the EC authorized an expanded label for Venclyxto to include use in combination with acalabrutinib (with or without obinutuzumab) and use in combination with Imbruvica for the treatment of adult patients with previously untreated CLL.

Epkinly

• In January 2026, AbbVie announced topline results from the Phase 3 EPCORE DLBCL-1 trial evaluating Epkinly compared to investigator's choice of chemoimmunotherapy in adult patients with relapsed/refractory (R/R) diffuse large B-cell lymphoma (DLBCL). The study did not demonstrate a statistically significant improvement in overall survival.
• In June 2026, AbbVie announced topline results from the Phase 3 EPCORE DLBCL-4 trial evaluating Epkinly plus lenalidomide compared to rituximab plus gemcitabine plus oxaliplatin in adult patients with R/R DLBCL who received at least one prior line of therapy. The study met its primary endpoint, demonstrating an improvement in progression free survival.
• In July 2026, AbbVie announced the EC granted marketing authorization for Tepkinly in combination with lenalidomide and rituximab for the treatment of adult patients with R/R follicular lymphoma (FL).

ABBV-706

• In April 2026, AbbVie initiated a Phase 3 trial to evaluate ABBV-706 versus standard of care in R/R small cell lung cancer (SCLC).

Decnupaz

• In May 2026, AbbVie announced the U.S. FDA approved Decnupaz (pivekimab sunirine-pvzy) for the treatment of adult patients with blastic plasmacytoid dendritic cell neoplasm (BPDCN).

Temab-A

• In June 2026, AbbVie initiated a Phase 3 trial to evaluate Temab-A plus bevacizumab versus LONSURF plus bevacizumab in refractory metastatic colorectal cancer.

Aesthetics

Boey

• In April 2026, AbbVie announced it received a Complete Response Letter (CRL) from the U.S. FDA regarding the Biologics License Application (BLA) for trenibotulinumtoxinE for the treatment of moderate to severe glabellar lines. In its letter, the FDA requested additional information about manufacturing processes. The CRL does not identify any safety or efficacy concerns for trenibotulinumtoxinE and does not request additional clinical studies.
• In July 2026, AbbVie announced the EC approved Boey (trenibotulinumtoxinE) for the temporary improvement in the appearance of moderate to severe glabellar lines in adult patients.

Juvederm Collection

• In June 2026, AbbVie announced the U.S. FDA approved Skinvive by Juvederm to reduce neck lines for the improvement of neck appearance in adults over the age of 21.

Other

Mavyret

• In June 2026, AbbVie announced the EC approved Maviret for the treatment of acute hepatitis C virus (HCV) infection in adults and children aged 3 years and older.

For a more comprehensive discussion of AbbVie’s products and pipeline, see the company’s Annual Report on Form 10-K for the year ended December 31, 2025.

RESULTS OF OPERATIONS

Net Revenues

The comparisons presented at constant currency rates reflect comparative local currency net revenues at the prior year’s foreign exchange rates. This measure provides information on the change in net revenues assuming that foreign currency exchange rates had not changed between the prior and current periods. AbbVie believes that the non-GAAP measure of change in net revenues at constant currency rates, when used in conjunction with the GAAP measure of change in net revenues at actual currency rates, may provide a more complete understanding of the company’s operations and can facilitate analysis of the company’s results of operations, particularly in evaluating performance from one period to another.

The following table details AbbVie’s worldwide net revenues:

n/m – Not meaningful

The following discussion and analysis of AbbVie’s net revenues by product is presented on a constant currency basis.

Net revenues for Skyrizi increased 24% for the three months and 26% for the six months ended June 30, 2026 primarily driven by continued strong market share uptake as well as market growth across all indications.

Net revenues for Rinvoq increased 24% for the three months and 22% for the six months ended June 30, 2026 primarily driven by continued strong market share uptake as well as market growth across all indications.

Net revenues for Humira decreased 36% for the three months and 38% for the six months ended June 30, 2026 primarily driven by continued impact of direct biosimilar competition following the loss of exclusivity.

Net revenues for Vraylar increased 19% for the three and six months ended June 30, 2026 primarily driven by continued market share uptake and market growth as well as favorable pricing.

Net revenues for Botox Therapeutic increased 12% for the three months and 13% for the six months ended June 30, 2026 primarily driven by market growth as well as continued market share uptake.

Net revenues for Ubrelvy increased 16% for the three months and 26% for the six months ended June 30, 2026 primarily driven by continued market share uptake as well as market growth.

Net revenues for Qulipta increased 30% for the three months and 39% for the six months ended June 30, 2026 primarily driven by continued market share uptake as well as market growth.

Net revenues for Vyalev increased greater than 100% for the three and six months ended June 30, 2026 primarily driven by strong market share uptake.

Net revenues for Venclexta increased 10% for the three and six months ended June 30, 2026 primarily driven by increased demand.

Net revenues for Imbruvica represent product revenues in the United States and collaboration revenues outside of the United States related to AbbVie’s 50% share of Imbruvica profit. AbbVie's global Imbruvica revenues decreased 29% for the three months and 27% for the six months ended June 30, 2026 primarily driven by unfavorable pricing and decreased demand in the United States as well as decreased collaboration revenues.

Net revenues for Elahere increased 32% for the three months and 19% for the six months ended June 30, 2026 primarily driven by increased demand.

Net revenues for Botox Cosmetic increased 3% for the three months and 10% for the six months ended June 30, 2026 primarily driven by increased consumer demand across certain international markets. Net revenues for the six months ended June 30, 2026 were also impacted by favorable pricing due to customer loyalty program changes in the United States in the prior year.

Net revenues for Juvederm Collection decreased 7% for the three months and 5% for the six months ended June 30, 2026 primarily driven by decreased consumer demand and unfavorable pricing.

Gross Margin

Gross margin as a percentage of net revenues increased for the three and six months ended June 30, 2026 compared to the prior year primarily due to higher net revenues compared to lower fixed costs primarily driven by decreased amortization of intangible assets.

Selling, General and Administrative

Selling, general and administrative (SG&A) expenses as a percentage of net revenues were flat for the three and six months ended June 30, 2026 compared to the prior year. SG&A expense percentage for both the three and six months ended June 30, 2026 was favorably impacted by the continued leverage from net revenues growth, offset by higher litigation reserve charges.

Research and Development

Research and development (R&D) expenses as a percentage of net revenues were flat for the three and six months ended June 30, 2026 compared to the prior year. R&D expenses increased to support all stages of the company’s pipeline assets.

Acquired IPR&D and Milestones

Acquired IPR&D and milestones expense for the six months ended June 30, 2026 included an upfront charge of $650 million related to a license agreement with RemeGen Co., Ltd. Acquired IPR&D and milestones expense for the three and six months ended June 30, 2025 included upfront charges of $350 million related to a license agreement with Gubra A/S and $335 million related to an option-to-license agreement with ADARx Pharmaceuticals, Inc. See Note 4 to the Condensed Consolidated Financial Statements for additional information.

Other Non-Operating Expenses (Income)

Other expense, net included charges related to changes in fair value of contingent consideration liabilities of $1.5 billion for the three months and $3.9 billion for the six months ended June 30, 2026 and $2.8 billion for the three months and $4.3 billion for the six months ended June 30, 2025. The fair value of contingent consideration liabilities is impacted by the passage of time and multiple other inputs, including the probability of achieving regulatory approval, discount rates, the estimated amount of future sales of the acquired products and other market-based factors. For the three and six months ended June 30, 2026, the change in fair value reflected higher estimated Skyrizi sales, the passage of time and favorable clinical trial results for pipeline assets in combination with Skyrizi, partially offset by higher discount rates. For the three and six months ended June 30, 2025, the change in fair value reflected higher estimated Skyrizi sales, the passage of time and lower discount rates.

Income Tax Expense

The effective tax rate was 15% for the three months and 19% for the six months ended June 30, 2026 compared to 39% for the three months and 31% for the six months ended June 30, 2025. The effective tax rate in each period differed from the U.S. statutory tax rate of 21% principally due to the impact of foreign operations which reflect lower income tax rates in locations outside the United States partially offset by changes in fair value of contingent consideration and business development activities. The decrease in the effective tax rate for the three and six months ended June 30, 2026 over the prior year was primarily due to the decreased impact of changes in fair value of contingent consideration and business development activities. The decrease in the effective tax rate for the three months ended June 30, 2026 over the prior year was partially offset by changes in the impact of foreign operations.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Operating cash flows for the six months ended June 30, 2026 increased compared to the prior year primarily due to increased results from operations driven by higher net revenues and lower payments related to litigation matters partially offset by timing of working capital and higher payments of contingent consideration liabilities.

Investing cash flows for the six months ended June 30, 2026 included payments made for other acquisitions and investments, net of cash acquired of $1.1 billion and capital expenditures of $587 million. Investing cash flows for the six months ended June 30, 2025 included payments made for other acquisitions and investments, net of cash acquired of $1.3 billion and capital expenditures of $504 million.

Financing cash flows for the six months ended June 30, 2026 included the issuance of unsecured senior notes totaling $8.0 billion aggregate principal. Financing cash flows also included the repayment of $2.0 billion aggregate principal of the 364-day term loan credit agreement and $2.0 billion aggregate principal of 3.20% senior notes. Financing cash flows for the six months ended June 30, 2025 included the issuance of unsecured senior notes totaling $4.0 billion aggregate principal and $2.0 billion under the 364-day term loan credit agreement. Financing cash flows also included the repayment of $3.0 billion aggregate principal of 3.80% senior notes and $3.8 billion aggregate principal of 3.60% senior notes.

Financing cash flows also included cash dividend payments of $6.2 billion for the six months ended June 30, 2026 and $5.8 billion for the six months ended June 30, 2025. The increase in cash dividend payments was primarily due to the increase in the quarterly dividend rate.

On June 18, 2026, the company announced that its board of directors declared a quarterly dividend of $1.73 per share for stockholders of record at the close of business on July 15, 2026, payable on August 14, 2026. The timing, declaration, amount of and payment of any dividends by AbbVie in the future is within the discretion of its board of directors and will depend upon many factors, including AbbVie’s financial condition, earnings, capital requirements of its operating subsidiaries, covenants associated with certain of AbbVie’s debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by its board of directors.

The company's stock repurchase authorization permits purchases of AbbVie shares from time to time in open-market or private transactions at management's discretion. The program has no time limit and can be discontinued at any time. AbbVie repurchased 5 million shares for $1.1 billion during the six months ended June 30, 2026 and 3 million shares for $606 million during the six months ended June 30, 2025.

The company redeemed commercial paper during the six months ended June 30, 2026 and 2025, and issued commercial paper during the six months ended June 30, 2025. There were no commercial paper borrowings outstanding as of June 30, 2026 and commercial paper borrowings outstanding totaled $499 million as of December 31, 2025. AbbVie may issue additional commercial paper or redeem commercial paper to meet liquidity requirements as needed.

Credit Risk

AbbVie monitors economic conditions, the creditworthiness of customers and government regulations and funding, both domestically and abroad. AbbVie regularly communicates with its customers regarding the status of receivable balances, including their payment plans and obtains positive confirmation of the validity of the receivables. AbbVie establishes an allowance for credit losses equal to the estimate of future losses over the contractual life of outstanding accounts receivable. AbbVie may also utilize factoring arrangements to mitigate credit risk, although the receivables included in such arrangements have historically not been a significant amount of total outstanding receivables.

Credit Facilities, Access to Capital and Credit Ratings

Credit Facilities

AbbVie has two revolving credit facilities available, including a $5.0 billion five-year revolving credit facility that matures in March 2028 and a $3.0 billion five-year revolving credit facility that matures in January 2030. The revolving credit facilities are available to support AbbVie’s commercial paper program and enable the company to borrow funds to meet liquidity requirements on an unsecured basis at variable interest rates and contain various covenants. At June 30, 2026, the company was in compliance with all covenants, and commitment fees under the revolving credit facilities were insignificant. No amounts were outstanding under the company's revolving credit facilities as of June 30, 2026 and December 31, 2025.

Financing related to the proposed acquisition of Apogee

Subsequent to June 30, 2026, in connection with the proposed acquisition of Apogee, AbbVie entered into a $10.0 billion 364-day senior unsecured term loan facility. No amounts have been drawn under the term loan facility as of the date of filing of this Quarterly Report on Form 10-Q.

Access to Capital

The company intends to fund short-term and long-term financial obligations as they mature through cash on hand, future cash flows from operations or has the ability to issue additional debt. The company’s ability to generate cash flows from operations, issue debt or enter into financing arrangements on acceptable terms could be adversely affected if there is a material decline in the demand for the company’s products or in the solvency of its customers or suppliers, deterioration in the company’s key financial ratios or credit ratings or other material unfavorable changes in business conditions. At the current time, the company believes it has sufficient financial flexibility to issue debt, enter into other financing arrangements and attract long-term capital on acceptable terms to support the company’s growth objectives.

Credit Ratings

In February 2026, Moody’s Investors Service upgraded AbbVie’s senior unsecured long-term credit rating to A2 with a stable outlook from A3 with a positive outlook and upgraded AbbVie’s short-term credit rating to Prime-1 from Prime-2. In June 2026, Standard and Poor's Global Ratings affirmed AbbVie’s senior unsecured long-term credit rating of A- and revised AbbVie's outlook to positive from stable. There were no other changes in the company’s credit ratings during the six months ended June 30, 2026. Unfavorable changes to the ratings may have an adverse impact on future financing arrangements; however, they would not affect the company’s ability to draw on its credit facility and would not result in an acceleration of scheduled maturities of any of the company’s outstanding debt.

CRITICAL ACCOUNTING POLICIES

A summary of the company’s significant accounting policies is included in Note 2, “Summary of Significant Accounting Policies” in AbbVie's Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes in the company’s application of its critical accounting policies during the six months ended June 30, 2026.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the company's market risk, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" in AbbVie's Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. The Chairman of the Board and Chief Executive Officer, Robert A. Michael, and the Chief Financial Officer, Scott T. Reents, evaluated the effectiveness of AbbVie's disclosure controls and procedures as of the end of the period covered by this report, and concluded that AbbVie's disclosure controls and procedures were effective to ensure that information AbbVie is required to disclose in the reports that it files or submits with the Securities and Exchange Commission under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms, and to ensure that information required to be disclosed by AbbVie in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to AbbVie's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Changes in internal control over financial reporting. There were no changes in AbbVie's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, AbbVie's internal control over financial reporting during the quarter ended June 30, 2026.

Inherent Limitations on Effectiveness of Controls. AbbVie’s management, including its Chief Executive Officer and its Chief Financial Officer, do not expect that AbbVie’s disclosure controls or internal control over financial reporting will prevent or detect all errors

and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings is provided in Note 11 to the Condensed Consolidated Financial Statements and is incorporated by reference herein.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Issuer Purchases of Equity Securities

1.In addition to AbbVie shares repurchased on the open market under a publicly announced program, these shares also included the shares purchased on the open market for the benefit of participants in the AbbVie Employee Stock Purchase Plan – 1,055 in April; 1,016 in May; and 910 in June.

These shares do not include the shares surrendered to AbbVie to satisfy minimum tax withholding obligations in connection with the vesting or exercise of stock-based awards.

ITEM 5. OTHER ITEMS

(c) Director and Officer Trading Arrangements

During the three months ended June 30, 2026, no director or officer of the company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibits 32.1 and 32.2 are furnished herewith and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

Exhibit No. Exhibit Description

31.1 Certification of Chief Executive Officer Required by Rule 13a-14(a) (17 CFR 240.13a-14(a)). 31.2 Certification of Chief Financial Officer Required by Rule 13a-14(a) (17 CFR 240.13a-14(a)). 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (101) The following financial statements and notes from the AbbVie Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed on August 3, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Earnings; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Equity (Deficit); (v) Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements. (104) Cover Page Interactive Data File (the cover page from the AbbVie Inc. Quarterly Report on Form 10-Q formatted as Inline XBRL and contained in Exhibit 101).

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