Form 8-K

8-K — AbbVie Inc.

Accession: 0001104659-26-091269

Filed: 2026-08-05

Period: 2026-08-04

CIK: 0001551152

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2621452d4_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2621452d4_ex1-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2621452d4_8k.htm · Sequence: 1

false

0001551152

2026-08-04

0001551152

us-gaap:CommonStockMember

exch:XNYS

2026-08-04

0001551152

abbv:SeniorNotes0.750Percentdue2027Member

exch:XNYS

2026-08-04

0001551152

abbv:SeniorNotes2.125Percentdue2028Member

exch:XNYS

2026-08-04

0001551152

abbv:SeniorNotes2.625Percentdue2028Member

exch:XNYS

2026-08-04

0001551152

abbv:SeniorNotes2.125Percentdue2029Member

exch:XNYS

2026-08-04

0001551152

abbv:SeniorNotes1.250Percentdue2031Member

exch:XNYS

2026-08-04

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to

Section 13 OR 15(d) of the

Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 4, 2026

ABBVIE

INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35565

32-0375147

(State of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

North Waukegan Road

North

Chicago, Illinois 60064-6400

(Address of principal executive offices, including zip code)

(847) 932-7900

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.01 Par Value

ABBV

New

York Stock Exchange

NYSE Texas

0.750%

Senior Notes due 2027

ABBV27

New

York Stock Exchange

2.125%

Senior Notes due 2028

ABBV28

New

York Stock Exchange

2.625%

Senior Notes due 2028

ABBV28B

New

York Stock Exchange

2.125%

Senior Notes due 2029

ABBV29

New

York Stock Exchange

1.250%

Senior Notes due 2031

ABBV31

New

York Stock Exchange

Item 8.01. Other Events.

On August 4, 2026,

AbbVie Inc. (“AbbVie”) entered into an underwriting agreement (the

“Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA

Securities, Inc., J.P. Morgan Securities LLC and SG Americas Securities, LLC, acting for themselves and as representatives of the

several underwriters named in Schedule II therein (collectively, the “Underwriters”),

pursuant to which AbbVie agreed to issue and sell to the Underwriters $500,000,000 aggregate principal amount of its senior

floating rate notes due 2028 (the “Floating Rate Notes”),

$1,000,000,000 aggregate principal amount of its 4.500% senior notes due 2028 (the “2028

Notes”), $1,250,000,000 aggregate principal amount of its 4.650% senior notes due 2030 (the “2030

Notes”), $1,500,000,000 aggregate principal amount of its 4.875% senior notes due 2031 (the “2031 Notes”),

$1,250,000,000 aggregate principal amount of its 5.050% senior notes due 2033 (the “2033

Notes”), $1,500,000,000 aggregate principal amount of its 5.300% senior notes due 2036 (the “2036

Notes”), $1,000,000,000 aggregate principal amount of its 5.450% senior notes due 2038 (the “2038

Notes”), $1,500,000,000 aggregate principal amount of its 6.000% senior notes due 2056 (the “2056

Notes”) and $500,000,000 aggregate principal amount of its 6.100% senior notes due 2066 (the “2066

Notes” and, together with the Floating Rate Notes, the 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes, the

2036 Notes, the 2038 Notes and the 2056 Notes, the “Notes”).

The price to the public was

100% of the principal amount for the Floating Rate Notes, 99.970% of the principal amount for the 2028 Notes, 99.862% of

the principal amount for the 2030 Notes, 99.977% of the principal amount for the 2031 Notes, 99.889% of the principal amount

for the 2033 Notes, 99.832% of the principal amount for the 2036 Notes, 99.810% of the principal amount for the 2038 Notes,

99.441% of the principal amount for the 2056 Notes and 99.843% of the principal amount for the 2066 Notes.

The offering of each series

of Notes has been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to AbbVie’s

registration statement on Form S-3ASR (File No. 333-284980) (the “Registration Statement”), dated as of February

14, 2025. The terms of the Notes are further described in AbbVie’s preliminary prospectus supplement dated August 4, 2026, as filed

with the Securities and Exchange Commission (the “SEC”) on August 4, 2026, and the final prospectus supplement, dated

August 4, 2026, to be filed with the SEC on or prior to August 6, 2026 (the “Prospectus Supplement”). The closing of

the sale of the Notes is expected to occur on August 18, 2026, subject to customary closing conditions.

The net proceeds from the

sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, are expected to be approximately $9.93 billion.

AbbVie intends to use these net proceeds (i) to fund a portion of its cash payment obligations in connection with its acquisition

of Apogee Therapeutics, Inc. (“Apogee”) and to pay fees, expenses and other amounts in connection therewith and (ii)

for other general corporate purposes, which may include the repayment or repurchase of outstanding debt. The net proceeds from the issuance

of the Notes will reduce commitments under AbbVie’s $10.0 billion 364-Day delayed draw term loan facility entered into in connection

with the acquisition of Apogee.

The Underwriting Agreement

includes customary representations, warranties and covenants by AbbVie. It also provides for customary indemnification by each of AbbVie

and the respective Underwriters against certain liabilities arising out of or in connection with the sale of the Notes and for customary

contribution provisions in respect of those liabilities.

As more fully described under

the caption “Underwriting—Other Relationships” in the Prospectus Supplement, some of the underwriters in respect

of the Underwriting Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment

banking, financial advisory, lending and/or commercial banking services, or other services, for AbbVie and its subsidiaries, for which

they have received, and may in the future receive, customary compensation and expense reimbursement.

Please refer to the Prospectus

Supplement for additional information regarding the offering of the Notes and the terms and conditions of the Notes. The foregoing summary

of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement,

which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are

provided as part of this Form 8-K:

1.1

Underwriting Agreement, dated August 4, 2026, by and among AbbVie Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and SG Americas Securities, LLC (acting for themselves and as representatives of the several underwriters named therein).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

Some statements in this Current Report on Form

8-K and the documents incorporated by reference into this Current Report on Form 8-K are, or may be considered, forward-looking statements

for purposes of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). The words “believe,” “expect,”

“anticipate,” “project” and similar expressions and uses of future or conditional verbs generally identify “forward

looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements

are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied

in the forward-looking statements. Where, in any forward looking statement, an expectation or belief as to future results or events is

expressed or implied, such expectation or belief is based on the current plans and expectations of AbbVie management, and expressed in

good faith, and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved

or accomplished. Factors that could cause actual results or events to differ materially from those anticipated include, but are not limited

to, the matters described under Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of

Financial Condition and Results of Operations,” in AbbVie’s Annual Report on Form 10-K for the year ended December 31, 2025,

which has been filed with the SEC. AbbVie notes these factors for investors as permitted by the PSLRA. AbbVie does not undertake, and

specifically declines, any obligation to update the forward-looking statements included in this Current Report on Form 8-K to reflect

events or circumstances after the date hereof, unless AbbVie is required by applicable securities law to do so.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ABBVIE INC.

Date: August 5, 2026

By:

/s/ Scott

T. Reents

Scott T. Reents

Executive Vice President, Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2621452d4_ex1-1.htm · Sequence: 2

Exhibit 1.1

ABBVIE INC.

$500,000,000 Senior Floating Rate Notes due 2028

$1,000,000,000 4.500% Senior Notes due 2028

$1,250,000,000 4.650% Senior Notes due 2030

$1,500,000,000 4.875% Senior Notes due 2031

$1,250,000,000 5.050% Senior Notes due 2033

$1,500,000,000 5.300% Senior Notes due 2036

$1,000,000,000 5.450% Senior Notes due 2038

$1,500,000,000 6.000% Senior Notes due 2056

$500,000,000 6.100% Senior Notes due 2066

UNDERWRITING AGREEMENT

August 4, 2026

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

SG Americas Securities, LLC

245 Park Avenue

New York, New York 10167

As representatives of the several Underwriters

named in Schedule II hereto

Ladies and Gentlemen:

AbbVie Inc., a Delaware corporation

(the “Company”), proposes to issue and sell to Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P.

Morgan Securities LLC and SG Americas Securities, LLC (together, the “Representatives”) and the other several underwriters

named in Schedule II hereto (together with the Representatives, the “Underwriters”) pursuant to this Underwriting

Agreement (this “Agreement”) the principal amount of its debt securities identified in Schedule I hereto (the

“Securities”), to be issued pursuant to the indenture dated as of November 8, 2012 (the “Base Indenture”)

between the Company and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as Trustee (the “Trustee”),

as supplemented by Supplemental Indenture No. 13, to be dated as of August 18, 2026, between the Company and the Trustee (the

“Supplemental Indenture”, and the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”).

The Company has filed with

the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, (the file

number of which is set forth in Schedule I hereto) on Form S-3, relating to securities (the “Shelf Securities”),

including the Securities, to be issued from time to time by the Company. The registration statement as amended to the date of this Agreement,

including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A

or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), including all exhibits thereto

(but excluding Form T-1), is hereinafter referred to as the “Registration Statement,” and the related prospectus

covering the Shelf Securities dated February 14, 2025 is hereinafter referred to as the “Basic Prospectus.” The

Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm

sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant

to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary

prospectus” means any preliminary form of the Prospectus. For purposes of this Agreement, “free writing prospectus”

has the meaning set forth in Rule 405 under the Securities Act and relating to the offering of the Securities, “Time of

Sale Prospectus” means the documents and pricing information set forth opposite the caption “Time of Sale Prospectus”

in Schedule I hereto, and “broadly available road show” means a “bona fide electronic road show”

as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used

herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,”

“Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by

reference therein as of the date hereof. The terms “supplement,” “amendment,” and “amend”

as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus

or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.

The Company understands that

the Underwriters propose, subject to the provisions hereof and the selling restrictions disclosed in the Prospectus, to make a public

offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

1.            Representations

and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Representatives that:

(a)            No

Stop Order; Status as a Well-Known Seasoned Issuer. The Registration Statement has become effective; no stop order suspending the

effectiveness of the Registration Statement is in effect, and no proceedings for such purpose or pursuant to Section 8A under the

Securities Act are pending before or, to the knowledge of the Company, threatened by the Commission. If the Registration Statement is

an automatic shelf registration statement as defined in Rule 405 under the Securities Act, the Company is a well-known seasoned issuer

(as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement

and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration

statement;

(b)            Registration

Statement, Prospectus and Disclosure at Time of Sale. (i) Each document, if any, filed or to be filed pursuant to the Exchange

Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material

respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the

Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable,

will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in

order to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof does not contain any

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements

therein not misleading, (iv) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable,

will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder,

(v) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading, (vi) the Time of Sale Prospectus does not, and at the time of each sale of the Securities

in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined

in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain

any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading, and (vii) the Prospectus does not contain and, as amended or supplemented,

if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and

warranties set forth in this paragraph do not apply to (A) statements or omissions in the Registration Statement, the Time of Sale

Prospectus or the Prospectus based upon the Underwriters’ Information (as defined in Section 8(b) below) relating

to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein or (B) that

part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939,

as amended (the “Trust Indenture Act”), of the Trustee;

Issuer. The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and

433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under

the Securities Act in connection with the offering of the Securities has been, or will be, filed with the Commission in accordance with

the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus

that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by

or on behalf of or used or referred to by the Company as of its date and at all times through the completion of the offering of the Securities

complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations

of the Commission thereunder; Except for the free writing prospectuses, if any, identified in Schedule I hereto, forming part of

the Time of Sale Prospectus, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared,

used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus in connection with

the offering of the Securities;

(d)            Incorporated

Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus,

at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements

of the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder, as applicable, and, when read

together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the

Applicable Time and (c) at the Closing Date (as defined below) did not contain an untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading. As used in this Agreement, “Applicable Time” means 7:45 P.M. (New

York City time) on August 4, 2026;

(e)            No

Material Adverse Change in Company Business. Neither the Company nor any of its subsidiaries has sustained since the date of the latest

audited financial statements included or incorporated by reference in the Registration Statement, Time of Sale Prospectus and the Prospectus

any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from

any labor dispute or court or governmental action, order or decree, in each case which is material to the Company and its subsidiaries

taken as a whole, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Prospectus or the Prospectus;

and, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus,

there has not been any material change in the consolidated capital stock or any material increase in the consolidated long-term debt of

the Company and its subsidiaries, taken as a whole, or any material adverse change, or any development involving a prospective material

adverse change, in or affecting the business, financial position, shareholders’ equity or results of operations of the Company and

its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Prospectus;

(f)             Good

Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the

laws of the State of Delaware, has the corporate power and authority to own or lease its properties and conduct its business as described

in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business and

is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its property requires such

qualification, except where failure to be so qualified or in good standing would not, in the aggregate, have a material adverse effect

upon the Company and its subsidiaries, taken as a whole;

(g)            Good

Standing of Subsidiaries. Each of the “significant subsidiaries” of the Company (as such term is defined in Rule 1-02(w) of

Regulation S-X promulgated under the Securities Act) has been duly incorporated, organized or formed, is validly existing as a corporation

or business entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation, is duly qualified

to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of

its property requires such qualification, except where failure to be so qualified or in good standing would not, in the aggregate, have

a material adverse effect upon the Company and its subsidiaries, taken as a whole;

(h)            Authorization

of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company;

(i)             Authorization

of the Securities. The Securities have been duly authorized and, when executed and authenticated and registered in the name of the

holders thereof in the register of holders maintained for such purposes, in each case, in accordance with the provisions of the Indenture,

and delivered to and paid for by the Underwriters, in accordance with the terms of this Agreement, will be valid and binding obligations

of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium and similar laws relating to or affecting creditors’ rights generally and general principles of equity (collectively,

the “Enforceability Exceptions”), and will be entitled to the benefits of the Indenture, subject to the Enforceability

Exceptions and except as rights to indemnification and contribution may be limited under applicable law;

(j)             Authorization

of the Indenture. The Indenture has been duly authorized and, assuming due execution and delivery by the Trustee, when executed and

delivered by the Company, will be a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to the

Enforceability Exceptions. The Indenture and the Securities will conform to the descriptions thereof contained in the Time of Sale Prospectus

as amended or supplemented with respect to such Securities;

(k)            Absence

of Defaults and Conflicts. The issue and sale of the Securities and the compliance by the Company with all of the provisions of the

Securities, the Indenture and this Agreement, and the consummation of the transactions herein and therein contemplated, will not (i) conflict

with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation

or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant

to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of

its subsidiaries is a party, or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of

the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the articles of incorporation

or by-laws, each as amended, of the Company or (iii) result in a violation of any applicable law, statute or any order, rule or

regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries, or any of their

respective properties, in any such case described in the preceding clause (i) or clause (iii) the effects of which

would, individually or in the aggregate, be materially adverse to the Company and its subsidiaries, taken as a whole;

(l)             Absence

of Further Requirements. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental

agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated

by this Agreement, the Securities or the Indenture except such as have already been obtained or may be required by the securities or Blue

Sky laws of the various states in connection with the offer and sale of the Securities and except as would not, individually or in the

aggregate, be materially adverse to the Company’s ability to consummate the transactions contemplated by this Agreement, the Securities

or the Indenture or perform its obligations thereunder, as applicable;

(m)            Absence

of Proceedings. Other than as set forth in the Time of Sale Prospectus, there are no legal or governmental proceedings pending to

which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject

(including, without limitation, any proceedings before the United States Food and Drug Administration or comparable Federal, state, local

or foreign governmental bodies) that, individually or in the aggregate, would reasonably be expected to have a material adverse effect

on the business, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as

a whole; and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened

by others;

(n)            eXtensible

Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference

in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance

with the Commission’s rules and guidelines applicable thereto;

(o)            Company

Financial Statements. Except as noted therein, (i) the consolidated financial statements of the Company, and the related notes

thereto, contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects

the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their

operations and changes in their combined cash flows for the periods specified; (ii) such financial statements have been prepared

in conformity with accounting principles generally accepted in the United States applied on a consistent basis; and (iii) the selected

financial data of the Company and its subsidiaries contained in the Time of Sale Prospectus present fairly the information shown therein

and have been compiled on a basis consistent with that of the financial statements of the Company contained in the Time of Sale Prospectus.

The statistical, industry-related and market-related data included in each of the Registration Statement, the Time of Sale Prospectus

and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate

and such data is consistent with the sources from which they are derived, in each case in all material respects;

(p)            Compliance

with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or

officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the

rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402

related to loans and Sections 302 and 906 related to certifications;

(q)            Accounting

Controls. The Company and its subsidiaries (i) make and keep accurate books and records in all material respects and (ii) maintain

internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management’s

authorization, (B) transactions are recorded as necessary to permit preparation of their financial statements and to maintain accountability

for their assets, (C) access to their assets is permitted only in accordance with management’s authorization and (D) the

reported accountability for their assets is compared with existing assets at reasonable intervals and appropriate action is taken with

respect to any difference;

(r)            Disclosure

Controls. The Company has established, maintains and will maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of

the Exchange Act) which are designed to ensure that information required to be disclosed by the Company in the reports that it files or

submits under the Exchange Act is recorded, processed, summarized and reported in accordance with the Exchange Act and the rules and

regulations thereunder. The Company has carried out evaluations, and the Company will carry out evaluations, under the supervision and

with the participation of the Company’s management, of the effectiveness of the design and operation of the Company’s disclosure

controls and procedures in accordance with Rule 13a-15 of the Exchange Act;

(s)            Independent

Registered Public Accounting Firm. Ernst & Young LLP, which has audited and reported on certain financial statements of the

Company and its subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the

Prospectus and have audited the Company's internal control over financial reporting and management's assessment thereof, is an independent

registered public accounting firm with respect to the Company and its subsidiaries as required by the Securities Act and the Exchange

Act and the rules and regulations of the Commission and the PCAOB;

(t)             Filing

of Prospectus. Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment

thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities

Act and the applicable rules and regulations of the Commission thereunder;

(u)            Pending

Proceedings and Examinations. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or

8(e) of the Securities Act, and the Company is not the subject of a pending proceeding under Section 8A of the Securities Act

in connection with the offering of the Securities;

(v)            Anti-Corruption.

None of the Company, its subsidiaries, affiliates, directors or officers has taken any action in furtherance of an offer, payment, promise

to pay, or authorization or approval of the payment or giving or receipt of money, property, gifts or anything else of value, directly

or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled

entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing,

or any political party or party official or candidate for political office) to improperly influence official action or secure an improper

advantage or to any person in violation of any applicable anti-corruption laws; the Company and its subsidiaries and affiliates have conducted

their businesses in compliance with applicable anti-corruption laws and have instituted and maintained policies and procedures designed

to promote and achieve compliance with such laws and with the representations and warranties contained in this paragraph, and neither

the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment,

promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable

anti-corruption laws;

(w)            Investment

Company. The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds

thereof as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus will not be, required to register

as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(x)            Anti-Money

Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with all

applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the

Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA

PATRIOT Act”), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct

business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with

respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened, except for any such action, suit

or proceeding, individually or in the aggregate, as would not have a material adverse effect on the Company and its subsidiaries, taken

as a whole;

(y)            OFAC.

(i)            None

of the Company, its subsidiaries or, to the Company’s knowledge, any of their respective officers or directors is an individual

or entity (“Person”) that is an Embargoed Person; provided that if any subsidiary of the Company becomes an

Embargoed Person pursuant to clause (B)(3) of the definition thereof as a result of a country or territory becoming subject

to any applicable Sanctions program after the Closing Date, such Person shall not be an Embargoed Person so long as the Company is taking

reasonable steps to either obtain an appropriate license for transacting business in such country or territory or to cause such Person

to no longer reside, be organized or chartered or have a place of business in such country or territory and such Person’s residing,

being organized or chartered or having a place of business in such country or territory would not be reasonably expected to have a material

adverse effect on the Company and its subsidiaries, taken as a whole;

(ii)            “Embargoed

Person” means (A) any country or territory that is the target of a sanctions program administered by U.S. Department of

Treasury’s Office of Foreign Assets Control (“OFAC”) or (B) any Person that (1) is or is owned or controlled

by one or more Persons publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons”

published by OFAC, (2) is the target of a sanctions program or sanctions list administered by OFAC, the State Department of the United

States, the European Union or His Majesty’s Treasury (collectively, “Sanctions”) or (3) resides, is organized

or chartered, or has a place of business in a country or territory that is the subject of a Sanctions program administered by OFAC that

prohibits dealing with the government of such country or territory (unless such Person has an appropriate license to transact business

in such country or territory or otherwise is permitted to reside, be organized or chartered or maintain a place of business in such country

or territory without violating any Sanctions); and

(iii)           Except

as permitted by Sanctions, the Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise

make available such proceeds to any subsidiary, joint venture partner or other Person:

(A)            to

fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or

facilitation, is the subject of Sanctions; or

(B)            in

any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether

as underwriter, advisor, investor or otherwise); and

(z)            Cybersecurity;

Data Protection. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, (i) the Company has not been

notified of, and has no knowledge of any security breach or other compromise of or relating to any of the Company’s information

technology and computer systems, networks, hardware, software, data (including the data of its customers, employees, suppliers, vendors

and any third party data maintained by or on behalf of the Company), equipment or technology (collectively, “IT Systems and Data”),

except in the case of this clause (i) as would not, individually or in the aggregate, result in a material adverse effect

on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company; (ii) the

Company is presently in compliance with applicable laws or statutes relating to the privacy and security of IT Systems and Data and to

the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually

or in the aggregate, result in a material adverse effect on the current or future consolidated financial position, stockholders’

equity or results of operations of the Company; and (iii) the Company has implemented backup and disaster recovery technology consistent

with industry standards and practices.

(aa)         Taxes.

Except as would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a

whole, each of the Company and its subsidiaries has (i) filed all tax returns that are required to be filed by it or has requested

extensions thereof and (ii) paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it,

except for any such tax, assessment, fine or penalty that is currently being contested in good faith.

2.            Agreements

to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations

and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase

from the Company, at purchase prices as set forth on Schedule I, in the respective principal amounts of Securities as set forth

opposite its name in Schedule II hereto.

3.            Terms

of Offering. The Representatives have advised the Company that the Underwriters will, subject to the provisions hereof and the selling

restrictions disclosed in the Prospectus, make a public offering of their respective proportions of the Securities purchased by the Underwriters

hereunder as soon after the Registration Statement and this Agreement have become effective as in the judgment of the Representatives

is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the

Prospectus (including the selling and transfer restrictions contained therein).

4.            Payment

and Delivery. Payment for the Securities shall be made to the Company in Federal or other funds immediately available in New York

City against delivery of such Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on

August 18, 2026, or at such other time on the same or such other date as shall be designated in writing by the Representatives. The

time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for the Securities

shall be made against delivery, and the Securities shall be registered in such names and in such denominations as the Representatives

shall request in writing not later than one full business day prior to the Closing Date. The Securities shall be delivered to the Representatives

on the Closing Date for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer

of the Securities to the Underwriters duly paid, against payment of the purchase price therefor plus accrued interest, if any, to the

date of payment and delivery.

5.            Conditions

to the Underwriters’ Obligations. The several obligations of the Underwriters to purchase and pay for the Securities on the

Closing Date are subject, in the discretion of the Representatives, to the condition that all representations and warranties and other

statements of the Company in this Agreement are, at and as of the Closing Date, true and correct, the condition that each of them shall

have performed in all material respects all of their respective obligations hereunder theretofore to be performed and to the following

additional conditions:

(a)            Effectiveness

of Registration Statement; Filing of Prospectus. The Registration Statement has become effective and at the Closing Date and

no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings

therefor or pursuant to Section 8A under the Securities Act initiated or, to the knowledge of the Company, threatened by the Commission,

and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction

of counsel to the Underwriters. The filings required under Rule 424(b) shall have been filed with the Commission in the manner

and within the time period required by Rule 424(b) (or a post-effective amendment providing such information shall have been

filed and become effective in accordance with the requirements of Rule 430B). The Final Term Sheet (as defined herein) and any other

material required to be filed by the Company pursuant to Rule 433(d) under the rules and regulations under the Securities

Act shall have been timely filed;

(b)            Opinion

and Negative Assurance Letters of Counsel for the Underwriters. The Underwriters shall have received on the Closing Date an opinion

and negative assurance letter of Davis Polk & Wardwell LLP, counsel for the Underwriters, dated the Closing Date, with respect

to such matters as may be reasonably requested by the Underwriters;

of the Company’s Internal Counsel. The Underwriters shall have received on the Closing Date an opinion letter of Emily A. Weith,

Vice President, Corporate Legal, Governance, and Assistant Secretary (or such other person who shall be a senior legal officer of the

Company on the Closing Date), dated the Closing Date, in form and substance satisfactory to the Underwriters;

(d)            Opinion

and Negative Assurance Letters of Counsel for the Company. The Underwriters shall have received on the Closing Date an opinion letter

of Wachtell, Lipton, Rosen & Katz, outside counsel for the Company, dated the Closing Date, in form and substance satisfactory

to the Underwriters, and a negative assurance letter, dated the Closing Date, in form and substance satisfactory to the Underwriters;

(e)            Accountant’s

Comfort Letters. The Underwriters shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof

or the Closing Date, as applicable, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent

public accountants with respect to the Company’s consolidated financial statements and certain financial information included or

incorporated by reference in the Time of Sale Prospectus and the Prospectus, containing statements and information of the type ordinarily

included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial

information included or incorporated by reference in the Time of Sale Prospectus and the Prospectus; provided that the letter delivered

on the Closing Date shall use a “cut-off date” not earlier than the date hereof;

(f)            No

Material Adverse Change. (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the

latest financial statements included in the Time of Sale Prospectus any loss or interference with its business from fire, explosion, flood

or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise

than as set forth or contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (ii) since the

respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there

shall not have been any change in the consolidated capital stock or any increase in the consolidated long-term debt of the Company and

its subsidiaries, taken as a whole, or any change, or any development involving a prospective change, in or affecting the business, financial

position, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as

set forth or contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the effect of which, in any such

case described in clause (i) or (ii) above, is in the reasonable judgment of the Representatives so material and

adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in

the manner contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus;

(g)            No

Downgrade. On or after the date of this Agreement (i) no downgrading shall have occurred, nor shall any notice have been given

of any intended or potential downgrading, in the rating accorded the Company (if any) or any of the securities of the Company or any of

its subsidiaries by Moody’s Investor Services or Standard & Poor’s Ratings Service and (ii) neither organization

shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the

Company’s debt securities;

(h)            Officers’

Certificate. The Company shall have furnished or caused to be furnished to the Representatives on the Closing Date a certificate

of two officers of the Company, satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company

herein at and as of the Closing Date, as to the performance by the Company of all of its respective obligations hereunder to be performed

at or prior to the Closing Date and as to the matters set forth in Sections ‎5(f) and ‎5(g) above;

and

(i)             Chief

Financial Officer’s Certificate. On the date hereof and on the Closing Date, the Company shall have furnished to the Representatives

a certificate, dated the respective date of delivery thereof, of Scott T. Reents, Chief Financial Officer of the Company, in form and

substance satisfactory to the Representatives and covering such matters as the Representatives may reasonably request.

6.            Covenants

of the Company. The Company covenants to each Underwriter as follows:

(a)            Compliance

with Securities Regulations and Commission Requests. The Company will comply with the requirements of Rule 430B and will notify

the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement

or new registration statement relating to the Securities shall become effective, or any supplement to the Prospectus or any amended Prospectus

shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any

amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus

or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information relating to the

Registration Statement or the Prospectus, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of

the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus,

or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening

of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning

the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act

in connection with the offering of the Securities. The Company will effect the filings required under Rule 424(b), in the manner

and within the time period required by Rule 424(b), and will take such steps as it deems necessary to ascertain promptly whether

the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event

that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop

order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment;

(b)            Delivery

of Prospectus. To furnish to the Representatives in New York City, without charge, prior to 10:00 a.m. New York City time on

the second business day next succeeding the date of this Agreement and during the period mentioned in Section 6(e) or

Section 6(f), as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein

and any supplements and amendments thereto as the Representatives may reasonably request;

of Registration Statement. Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus

during any period when a prospectus relating to the Securities is required to be delivered under the Securities Act, to furnish to the

Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which

the Representatives reasonably object, except as may be required by applicable law;

(d)            Issuer

Free Writing Prospectuses. To furnish to the Representatives a copy of each proposed free writing prospectus to be prepared by or

on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Representatives

reasonably object; not to take any action that would result in an Underwriter or the Company being

required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by

or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder;

(e)            Continued

Compliance with Securities Laws. If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when

the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is

necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances,

not misleading, any event shall occur or condition exist as a result of which the Time of Sale Prospectus

conflicts with the information contained in the Registration Statement then on file, or

if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with

applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer

upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as

so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective

purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will

no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply

with applicable law; provided that all such amendments or supplements comply with Section 6(c) hereof;

(f)            Filing

of Amendments. If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for

the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of

the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or

dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in

order to make the statements therein, in the light of the circumstances when the Prospectus (or

in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading,

or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable

law, forthwith to prepare, file with the Commission and furnish, at its own expense (unless such amendment or supplement shall be made

more than six months after the date of this Agreement, in which case at the sole expense of the Underwriters), to the Underwriters and

to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of

the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements

in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or

in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading

or so that the Prospectus, as amended or supplemented, will comply with applicable law; provided that all such amendments or supplements

comply with Section 6(c) hereof;

(g)            Blue

Sky Qualifications. To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions

as the Representatives shall reasonably request and to continue such qualifications, if any, in effect so long as required for the underwriting

of the Securities by the Underwriters; provided that the Company shall not be required to qualify as a foreign corporation or to

file a general consent to service of process in any jurisdiction or subject itself to taxation in a jurisdiction in which it is not otherwise

subject;

(h)            Earnings

Statement. To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement

covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement

which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission

thereunder;

(i)              Fees

and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to

pay or cause to be paid the following: (i) the fees, disbursements and expenses of the counsel and accountants for the Company

in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in

connection with the preparation and filing of the Registration Statement, any preliminary prospectus,

the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the

Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the

Securities (within the time required by Rule 456(b)(1), if applicable), amendments and supplements thereto and the

mailing and delivering of copies thereof to the Underwriters and dealers along with all necessary issue, transfer, stamp, and other

similar taxes in connection therewith and or otherwise in connection with the issuance and sale of the Securities to the

Underwriters; (ii) the cost of printing or producing this Agreement, the Indenture, any Blue Sky survey and any other documents

in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the

qualification of the Securities for offering and sale under state securities laws as provided in Section 6(g) hereof,

including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in

connection with the Blue Sky or legal investment memorandum; (iv) any reasonable fees charged by securities rating services for

rating the Securities; (v) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of

counsel for any Trustee in connection with the Indenture and the Securities; and (vi) all

filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and

qualification of the offering of the Securities by the Financial Industry Regulatory Authority, and all other costs and

expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section 6.

It is understood, however, that, except as provided in this Section 6 and Sections ‎7 and ‎10

hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on the

transfer of any of the Securities by them, and any advertising expenses connected with any offers they may make; each Underwriter

agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the

principal amount of Securities set forth opposite each Underwriter’s name in Schedule II bears to the aggregate

principal amount of Securities set forth opposite the names of all Underwriters) of the Securities;

(j)             Regulation

M. Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities

contemplated hereby;

(k)            Use

of Proceeds. To use the proceeds from the sale of the Securities in the manner described in the Time of Sale Prospectus and the Prospectus;

(l)            Delivery

of Documents. During the period of one year hereafter, the Company will furnish to the Underwriters, as soon as available, a copy

of each of the reports, notices or communications sent to securityholders, if not available on the Commission’s Electronic Data

Gathering, Analysis and Retrieval system;

(m)           Compliance

with the Securities Act. The Company has not distributed and, prior to the later to occur of (i) the Closing Date and (ii) the

completion of the distribution of the Securities, will not distribute any material in connection with the offering and sale of the Securities,

other than the Time of Sale Prospectus and the Prospectus or other materials, if any, permitted by the Securities Act, or regulations

promulgated pursuant to the Securities Act, and approved by the parties to this Agreement;

(n)            Preparation

of a Final Term Sheet. To prepare a final term sheet relating to the offering of the Securities (a “Final Term Sheet”),

containing only information that describes the final terms of the Securities or the offering in a form consented to by the Underwriters,

and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date

the final terms have been established for the offering of the Securities; and

(o)            Restriction

on Sale of Securities. The Company also agrees that, without the prior written consent of the Representatives on behalf of the Underwriters,

it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to

sell or otherwise dispose of any debt securities of the Company or warrants to purchase debt securities of the Company substantially similar

to the Securities (other than the sale of the Securities under this Agreement or securities or warrants permitted with the prior written

consent of the Representatives identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters).

7.            Covenants

of the Underwriters. Each Underwriter severally covenants with the Company not to take any action

that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared

by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of

the Underwriter.

8.            Indemnity

and Contribution.

(a)            The

Company will indemnify and hold harmless each Underwriter, its directors, officers and employees, each person, if any, who controls any

Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate

of any Underwriter within the meaning of Rule 405 under the Securities Act, from and against any and all losses, claims, damages

and liabilities, joint or several, to which such Underwriter, director, officer, employee, controlling person or affiliate may become

subject under such Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)

arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement,

the Time of Sale Prospectus or any amendment or supplement thereto, any free writing prospectus as

defined in Rule 433(h) under the Securities Act, any Company information that the

Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as

defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any amendment or

supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order

to make the statements therein in the light of the circumstances under which they were made not misleading, and will reimburse each Underwriter,

director, officer, employee, controlling person or affiliate for any legal or other expenses reasonably incurred by such Underwriter,

director, officer, employee or controlling person in connection with investigating or defending any such loss, damage, liability, action

or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent

that any such loss, harm, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission

or alleged omission made in the Prospectus or any free writing prospectus or any amendment or supplement thereto in reliance upon and

in conformity with the Underwriters’ Information (as defined in Section 8(b) below) relating to any Underwriter

furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, and provided further, that

the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, liability,

claim, damage or expense purchased Securities, or any person controlling such Underwriter, if the Company provides a copy of an amendment

or supplement to the Prospectus or any free writing prospectus as theretofore provided to such Underwriter by the Company (with notice

that such amendment or supplement contains additional or different material information from that previously provided) sufficiently far

enough in advance of the time of sale in order to enable such Underwriter to convey such amendment or supplement to the purchaser of the

Securities, and such amendment or supplement (x) was not conveyed by or on behalf of such Underwriter to such person at or prior

to the entry into the contract of sale of the Securities by such person, and (y) would have cured the defect giving rise to such

loss, liability, claim, damage or expense.

(b)            Each

Underwriter will, severally and not jointly, indemnify and hold harmless the Company and its respective directors, officers and employees

and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20

of the Exchange Act against any losses, claims, damages or liabilities to which the Company or any of its respective directors, officers,

employees or controlling persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or

liability (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material

fact contained in any Registration Statement, the Time of Sale Prospectus, any preliminary prospectus, free writing prospectus, road show

or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state

therein a material fact necessary in order to make the statements therein not misleading, in each case to the extent, but only to the

extent, that such untrue statement or alleged untrue statement, or omission or alleged omission was made in any Registration Statement,

the Time of Sale Prospectus, any preliminary prospectus, free writing prospectus or the Prospectus, or any such amendment or supplement,

in reliance upon and conformity with written information furnished to the Company by such Underwriter through the Representatives expressly

for use therein; and each Underwriter will reimburse the Company, or any director, officer, employee or controlling person of the Company,

for any legal or other expenses reasonably incurred by the Company, or any such director, officer, employee or controlling person in connection

with investigating, or defending any such loss, damage, liability, action or claim as such expenses are incurred, but only with reference

to the Underwriters’ Information (defined below) relating to such Underwriter furnished to the Company in writing by such Underwriter

through you expressly for use in the Registration Statement, the Time of Sale Prospectus, any free writing prospectus or the Prospectus

or any amendment or supplement thereto. The Company hereby acknowledges that the only such information are the statements set forth in

the first and second paragraphs under the sub-heading “Stabilization and Short Positions,” in each case under the caption

“Underwriting” in the Time of Sale Prospectus and the Prospectus (collectively, the “Underwriters’ Information”).

after receipt by an indemnified party under Sections ‎8(a) and ‎8(b) above of notice

of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying

party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying

party shall not relieve it from any liability which it may have to any indemnified party except to the extent such omission materially

prejudices the indemnifying party. In case any such action shall be brought against any indemnified party, the indemnifying party shall

be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified,

to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent

of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party

of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection

for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection

with the defense thereof other than reasonable costs of investigation.

(d)            To

the extent the indemnification provided for in Sections ‎8(a) and ‎8(b) is unavailable

to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein (or actions in respect

thereof), then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute

to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion

as is appropriate to reflect the relative benefits received by the Company, on the one hand and the Underwriters on the other hand from

the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable

law or if the indemnified party failed to give notice required under Section ‎8(c) above, in such proportion

as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of

the Company on the one hand and of the Underwriters on the second hand in connection with the statements or omissions that resulted in

such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The

relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the

Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting

expenses) received by the Company and the total discounts and commissions received by the Underwriters bear to the aggregate offering

price of the Securities. The relative fault of the Company on the one hand and of the Underwriters on the other hand shall be determined

by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission

to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent,

knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective

obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amount of Securities

they have purchased hereunder, and not joint.

(e)            The

Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were

determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified

party as a result of the losses, claims, damages and liabilities referred to in Section ‎8(d) shall be deemed

to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection

with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter

shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it

and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required

to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any

rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)             The

indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written

consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify

the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or final judgment. Notwithstanding

the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party

for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable

for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days

after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the

indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement

prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect

any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which

any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless

such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims

that are the subject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of

fault, culpability or failure to act by or on behalf of any indemnified party.

(g)            The

indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements

of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination

of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any

affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance

of and payment for any of the Securities.

9.            Termination.

The Underwriters may terminate this Agreement by notice given by Representatives to the Company, if after the execution and delivery of

this Agreement and prior to the Closing Date there shall have occurred (i) a suspension of trading of the Company’s common

shares by the Commission or the New York Stock Exchange; (ii) a suspension or material limitation in trading in securities generally

on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities in New York declared by either Federal

or New York State authorities; (iv) a material disruption in commercial banking or securities settlement, payment or clearance services

in the United States; or (v) the outbreak or escalation of hostilities or the occurrence of any other calamity or crisis or any material

adverse change in financial markets, if the effect of any such event specified in this clause (v) makes it, in the Representatives’

judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated

in the Time of Sale Prospectus or the Prospectus.

10.           Effectiveness;

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date, any

one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder

on such date, and the aggregate principal amount of the Securities which such defaulting Underwriter or Underwriters agreed but failed

or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the

other Underwriters shall be obligated severally in the proportions that the principal amount of the Securities set forth opposite their

respective names in Schedule II bears to the aggregate principal amount of the Securities set forth opposite the names of all such

non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the portion of such Underwriters’

Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that

in no event shall the principal amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased

pursuant to this Section ‎10 by an amount in excess of one-ninth of such principal amount of the Securities without the

written consent of such Underwriter. If, on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Securities

and the aggregate principal amount of the Securities with respect to which such default occurs is more than one-tenth of the aggregate

principal amount of the Securities to be purchased on such date, and arrangements satisfactory to the Representatives, the Company, for

the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the

part of any non-defaulting Underwriter and the Company. In any such case, either the Representatives or the Company shall have the right

to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration

Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. Any action taken

under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this

Agreement.

If this Agreement shall be

terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms

or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under

this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to

themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such

Underwriters in connection with this Agreement or the offering contemplated hereunder but the Company shall then be under no further liability

to any Underwriter with respect to this Agreement except as provided in Section 6(i) and Section 8 hereof.

11.          Entire

Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not

superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the

Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of

the offering, and the purchase and sale of the Securities.

12.          Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of

the parties and delivered (by telecopy, electronic delivery or otherwise) to the other parties. Signatures to this Agreement transmitted

by facsimile transmission, by electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform

Electronic Transactions Act or other applicable law, e.g., www. Docusign.com) in “portable document format” (“.pdf”)

form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the

same effect as physical delivery of the paper document bearing the original signature.

13.           Applicable

Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

14.          Headings.

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of

this Agreement.

15.          Notices.

All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed

or sent to the Representatives in care of Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York

10036, Attention: Investment Banking Division, Fax: 212-507-8999; BofA Securities, Inc., 114 West 47th Street, NY8-114-07-01,

New York, New York 10036, Attention: High Grade Debt Capital Markets Transaction Management/Legal, Fax: 212-901-7881; J.P. Morgan Securities

LLC, 270 Park Avenue, New York, New York 10017, Attention: Investment Grade Syndicate Desk, Fax: 212-834-6081; SG Americas Securities,

LLC, 245 Park Avenue, New York, New York 10167, Attention: High Grade Syndicate Desk, Email: list.us-glfi-syn-cap@sgcib.com; and if to

the Company, shall be delivered, mailed or sent to AbbVie Inc., 1 North Waukegan Road, North Chicago, Illinois 60064, Attention:

Treasurer.

16.           Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

For purposes of this Section 16,

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance

with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder

and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature pages follow]

Very truly yours,

ABBVIE INC.

By:

/s/ Stefan Geldemeyer

Name: Stefan Geldemeyer

Title: Vice President and Corporate Treasurer

[Signature page to the Underwriting Agreement]

Accepted as of the date hereof

Morgan Stanley & Co. LLC

BofA Securities, Inc.

J.P. Morgan Securities LLC

SG Americas Securities, LLC

Acting severally on behalf of themselves and the

several

Underwriters named in Schedule II hereto.

Morgan Stanley & Co. LLC

By:

/s/ Thomas Hadley

Name: Thomas Hadley

Title: Managing Director

BofA Securities, Inc.

By:

/s/ Kevin Wehler

Name: Kevin Wehler

Title: Managing Director

J.P. Morgan Securities LLC

By:

/s/ Saee Athalye

Name: Saee Athalye

Title: Vice President

SG Americas Securities, LLC

By:

/s/ Sabina R. Ceddia

Name: Sabina R. Ceddia

Title: Director

[Signature page to the Underwriting

Agreement]

SCHEDULE I

Representatives:

Representatives to release lock-up under Section 6(o):

Morgan Stanley & Co. LLC

BofA Securities, Inc.

J.P. Morgan Securities LLC

SG Americas Securities, LLC

Representatives authorized to appoint

counsel under Section 8(c):

Morgan Stanley & Co. LLC

BofA Securities, Inc.

J.P. Morgan Securities LLC

SG Americas Securities, LLC

Indenture:

Indenture dated as of November 8, 2012, as supplemented by Supplemental Indenture No. 13 to be dated August 18, 2026 in each case between the Company and the Trustee

Trustee:

U.S. Bank Trust Company, National Association

Registration Statement File No.:

333-284980

Time of Sale Prospectus:

1. Basic

Prospectus dated February 14, 2025 relating to the Shelf Securities

2. The preliminary prospectus supplement dated August 4, 2026 relating to the Securities

3. Free

writing prospectus dated August 4, 2026 containing a description of certain terms filed by the Company under Rule 433(d) of

the Securities Act

Securities to be Purchased:

Senior Floating Rate Notes due 2028

4.500% Senior Notes due 2028

4.650% Senior Notes due 2030

4.875% Senior Notes due 2031

5.050% Senior Notes due 2033

5.300% Senior Notes due 2036

5.450% Senior Notes due 2038

6.000% Senior Notes due 2056

6.100% Senior Notes due 2066

Aggregate Principal Amount:

$500,000,000 Senior Floating Rate Notes due 2028

$1,000,000,000 4.500% Senior Notes due 2028

$1,250,000,000 4.650% Senior Notes due 2030

$1,500,000,000 4.875% Senior Notes due 2031

S-1-1

$1,250,000,000 5.050% Senior Notes due 2033

$1,500,000,000 5.300% Senior Notes due 2036

$1,000,000,000 5.450% Senior Notes due 2038

$1,500,000,000 6.000% Senior Notes due 2056

$500,000,000 6.100% Senior Notes due 2066

Purchase Price:

99.850% of the principal amount of the Senior Floating Rate Notes due

2028

99.820% of the principal amount of the 4.500% Senior Notes due 2028

99.612% of the principal amount of the 4.650% Senior Notes due 2030

99.627% of the principal amount of the 4.875% Senior Notes due 2031

99.514% of the principal amount of the 5.050% Senior Notes due 2033

99.382% of the principal amount of the 5.300% Senior Notes due 2036

99.335% of the principal amount of the 5.450% Senior Notes due 2038

98.691% of the principal amount of the 6.000% Senior Notes due 2056

99.093% of the principal amount of the 6.100% Senior Notes due 2066

Maturity:

Senior Floating Rate Notes due 2028: August 18, 2028

4.500% Senior Notes due 2028: August 18, 2028

4.650% Senior Notes due 2030: March 15, 2030

4.875% Senior Notes due 2031: September 15, 2031

5.050% Senior Notes due 2033: September 15, 2033

5.300% Senior Notes due 2036: September 15, 2036

5.450% Senior Notes due 2038: September 15, 2038

6.000% Senior Notes due 2056: September 15, 2056

6.100% Senior Notes due 2066: September 15, 2066

Interest Rate:

Senior Floating Rate Notes due 2028: Compounded SOFR + 42 bps, accruing

from and including August 18, 2026

4.500% Senior Notes due 2028: 4.500% per annum, accruing from August 18,

2026

4.650% Senior Notes due 2030: 4.650% per annum, accruing from August 18,

2026

S-1-2

4.875% Senior Notes due 2031: 4.875% per annum, accruing from August 18,

2026

5.050% Senior Notes due 2033: 5.050% per annum, accruing from August 18,

2026

5.300% Senior Notes due 2036: 5.300% per annum, accruing from August 18,

2026

5.450% Senior Notes due 2038: 5.450% per annum, accruing from August 18,

2026

6.000% Senior Notes due 2056: 6.000% per annum, accruing from August 18,

2026

6.100% Senior Notes due 2066: 6.100% per annum, accruing from August 18,

2026

Interest Payment Dates:

Senior Floating Rate Notes due 2028: February 18, May 18,

August 18 and November 18, commencing November 18, 2026

4.500% Senior Notes due 2028: February 18 and August 18,

commencing February 18, 2027

4.650% Senior Notes due 2030: March 15 and September 15,

commencing March 15, 2027

4.875% Senior Notes due 2031: March 15 and September 15,

commencing March 15, 2027

5.050% Senior Notes due 2033: March 15 and September 15,

commencing March 15, 2027

5.300% Senior Notes due 2036: March 15 and September 15,

commencing March 15, 2027

5.450% Senior Notes due 2038: March 15 and September 15,

commencing March 15, 2027

6.000% Senior Notes due 2056: March 15 and September 15,

commencing March 15, 2027

6.100% Senior Notes due 2066: March 15 and September 15,

commencing March 15, 2027

Closing Date and Time:

August 18, 2026, 10:00 a.m.

Closing Location:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Address for Notices to Underwriters:

Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, New York 10036

Attention: Investment Banking Division

Fax: 212-507-8999;

BofA Securities, Inc.

114 West 47th Street

NY8-114-07-01

New York, New York 10036

S-1-3

Attention: High Grade Debt Capital Markets

Transaction Management/Legal

Fax: 212-901-7881;

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Attention: Investment Grade Syndicate Desk

Fax: 212-834-6081;

SG Americas Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: High Grade Syndicate Desk

Email: list.us-glfi-syn-cap@sgcib.com

Address for Notices to the Company:

AbbVie Inc.

1 North Waukegan Road

North Chicago, Illinois 60064

Attention: Treasurer

S-1-4

SCHEDULE II

Underwriter

Principal

Amount of

2028 Floating

Rate Notes to

be Purchased

Principal

Amount of

2028 Notes to

be Purchased

Principal

Amount of

2030 Notes to

be Purchased

Principal

Amount of

2031 Notes to

be Purchased

Principal

Amount of

2033 Notes to

be Purchased

Principal

Amount of

2036 Notes to

be Purchased

Principal

Amount of

2038 Notes to

be Purchased

Principal

Amount of

2056 Notes to

be Purchased

Principal

Amount of

2066 Notes to

be Purchased

Morgan Stanley & Co. LLC

75,000,000

150,000,000

187,500,000

225,000,000

187,500,000

225,000,000

150,000,000

225,000,000

75,000,000

BofA Securities, Inc.

75,000,000

150,000,000

187,500,000

225,000,000

187,500,000

225,000,000

150,000,000

225,000,000

75,000,000

J.P. Morgan Securities LLC

75,000,000

150,000,000

187,500,000

225,000,000

187,500,000

225,000,000

150,000,000

225,000,000

75,000,000

SG Americas Securities, LLC

27,000,000

54,000,000

67,500,000

81,000,000

67,500,000

81,000,000

54,000,000

81,000,000

27,000,000

Barclays Capital Inc.

27,000,000

54,000,000

67,500,000

81,000,000

67,500,000

81,000,000

54,000,000

81,000,000

27,000,000

BNP Paribas Securities Corp.

27,000,000

54,000,000

67,500,000

81,000,000

67,500,000

81,000,000

54,000,000

81,000,000

27,000,000

HSBC Securities (USA) Inc.

27,000,000

54,000,000

67,500,000

81,000,000

67,500,000

81,000,000

54,000,000

81,000,000

27,000,000

Citigroup Global Markets Inc.

27,000,000

54,000,000

67,500,000

81,000,000

67,500,000

81,000,000

54,000,000

81,000,000

27,000,000

Deutsche Bank Securities Inc.

27,000,000

54,000,000

67,500,000

81,000,000

67,500,000

81,000,000

54,000,000

81,000,000

27,000,000

Mizuho Securities USA LLC

27,000,000

54,000,000

67,500,000

81,000,000

67,500,000

81,000,000

54,000,000

81,000,000

27,000,000

Wells Fargo Securities, LLC

27,000,000

54,000,000

67,500,000

81,000,000

67,500,000

81,000,000

54,000,000

81,000,000

27,000,000

MUFG Securities Americas Inc.

9,800,000

19,600,000

24,500,000

29,400,000

24,500,000

29,400,000

19,600,000

29,400,000

9,800,000

U.S. Bancorp Investments, Inc.

9,800,000

19,600,000

24,500,000

29,400,000

24,500,000

29,400,000

19,600,000

29,400,000

9,800,000

Lloyds Securities Inc.

9,800,000

19,600,000

24,500,000

29,400,000

24,500,000

29,400,000

19,600,000

29,400,000

9,800,000

Santander US Capital Markets LLC

9,800,000

19,600,000

24,500,000

29,400,000

24,500,000

29,400,000

19,600,000

29,400,000

9,800,000

TD Securities (USA) LLC

9,800,000

19,600,000

24,500,000

29,400,000

24,500,000

29,400,000

19,600,000

29,400,000

9,800,000

Siebert Williams Shank & Co., LLC

5,000,000

10,000,000

12,500,000

15,000,000

12,500,000

15,000,000

10,000,000

15,000,000

5,000,000

R. Seelaus & Co., LLC

1,000,000

2,000,000

2,500,000

3,000,000

2,500,000

3,000,000

2,000,000

3,000,000

1,000,000

Blaylock Van, LLC

1,000,000

2,000,000

2,500,000

3,000,000

2,500,000

3,000,000

2,000,000

3,000,000

1,000,000

Independence Point Securities LLC

1,000,000

2,000,000

2,500,000

3,000,000

2,500,000

3,000,000

2,000,000

3,000,000

1,000,000

Penserra Securities LLC

1,000,000

2,000,000

2,500,000

3,000,000

2,500,000

3,000,000

2,000,000

3,000,000

1,000,000

CastleOak Securities, L.P.

1,000,000

2,000,000

2,500,000

3,000,000

2,500,000

3,000,000

2,000,000

3,000,000

1,000,000

Total

500,000,000

1,000,000,000

1,250,000,000

1,500,000,000

1,250,000,000

1,500,000,000

1,000,000,000

1,500,000,000

500,000,000

S-2-1

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Aug. 04, 2026

Document Information [Line Items]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 04, 2026

Entity File Number

001-35565

Entity Registrant Name

ABBVIE

INC.

Entity Central Index Key

0001551152

Entity Tax Identification Number

32-0375147

Entity Incorporation, State or Country Code

Entity Address, Address Line One

North Waukegan Road

Entity Address, City or Town

North

Chicago

Entity Address, State or Province

Entity Address, Postal Zip Code

60064-6400

City Area Code

847

Local Phone Number

932-7900

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]

Document Information [Line Items]

Title of 12(b) Security

Common

Stock, $0.01 Par Value

Trading Symbol

ABBV

Security Exchange Name

NYSE

Senior Notes 0. 750 Percentdue 2027 [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]

Document Information [Line Items]

Title of 12(b) Security

0.750%

Senior Notes due 2027

Trading Symbol

ABBV27

Security Exchange Name

NYSE

Senior Notes 2. 125 Percentdue 2028 [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]

Document Information [Line Items]

Title of 12(b) Security

2.125%

Senior Notes due 2028

Trading Symbol

ABBV28

Security Exchange Name

NYSE

Senior Notes 2. 625 Percentdue 2028 [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]

Document Information [Line Items]

Title of 12(b) Security

2.625%

Senior Notes due 2028

Trading Symbol

ABBV28B

Security Exchange Name

NYSE

Senior Notes 2. 125 Percentdue 2029 [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]

Document Information [Line Items]

Title of 12(b) Security

2.125%

Senior Notes due 2029

Trading Symbol

ABBV29

Security Exchange Name

NYSE

Senior Notes 1. 250 Percentdue 2031 [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]

Document Information [Line Items]

Title of 12(b) Security

1.250%

Senior Notes due 2031

Trading Symbol

ABBV31

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

dei_EntityListingsExchangeAxis=exch_XNYS

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=abbv_SeniorNotes0.750Percentdue2027Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=abbv_SeniorNotes2.125Percentdue2028Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=abbv_SeniorNotes2.625Percentdue2028Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=abbv_SeniorNotes2.125Percentdue2029Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=abbv_SeniorNotes1.250Percentdue2031Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type: