Financing arrangements

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Financing arrangements

Financing arrangements

Our borrowings consisted of the following (in millions):

	December 31,
	2024		2023
3.625% notes due 2024 (3.625% 2024 Notes)	$	—	$	1,400
1.90% notes due 2025 (1.90% 2025 Notes)	500		500
5.25% notes due 2025 (5.25% 2025 Notes)	2,000		2,000
Term loan due April 2025	—		2,000
3.125% notes due 2025 (3.125% 2025 Notes)	1,000		1,000
2.00% €750 million notes due 2026 (2.00% 2026 euro Notes)	777		828
5.507% notes due 2026 (5.507% 2026 Notes)	1,500		1,500
2.60% notes due 2026 (2.60% 2026 Notes)	1,250		1,250
Term loan due October 2026	1,800		2,000
5.50% £475 million notes due 2026 (5.50% 2026 pound sterling Notes)	595		605
2.20% notes due 2027 (2.20% 2027 Notes)	1,724		1,724
3.20% notes due 2027 (3.20% 2027 Notes)	1,000		1,000
5.15% notes due 2028 (5.15% 2028 Notes)	3,750		3,750
1.65% notes due in 2028 (1.65% 2028 Notes)	1,234		1,234
3.00% notes due 2029 (3.00% 2029 Notes)	750		750
4.05% notes due 2029 (4.05% 2029 Notes)	1,250		1,250
4.00% £700 million notes due 2029 (4.00% 2029 pound sterling Notes)	876		892
2.45% notes due 2030 (2.45% 2030 Notes)	1,250		1,250
5.25% notes due 2030 (5.25% 2030 Notes)	2,750		2,750
2.30% notes due 2031 (2.30% 2031 Notes)	1,250		1,250
2.00% notes due 2032 (2.00% 2032 Notes)	1,001		1,001
3.35% notes due 2032 (3.35% 2032 Notes)	1,000		1,000
4.20% notes due 2033 (4.20% 2033 Notes)	750		750
5.25% notes due 2033 (5.25% 2033 Notes)	4,250		4,250
6.375% notes due 2037 (6.375% 2037 Notes)	478		478
6.90% notes due 2038 (6.90% 2038 Notes)	254		254
6.40% notes due 2039 (6.40% 2039 Notes)	333		333
3.15% notes due 2040 (3.15% 2040 Notes)	1,668		1,803
5.75% notes due 2040 (5.75% 2040 Notes)	373		373
2.80% notes due 2041 (2.80% 2041 Notes)	776		949
4.95% notes due 2041 (4.95% 2041 Notes)	600		600
5.15% notes due 2041 (5.15% 2041 Notes)	729		729
5.65% notes due 2042 (5.65% 2042 Notes)	415		415
5.60% notes due 2043 (5.60% 2043 Notes)	2,750		2,750
5.375% notes due 2043 (5.375% 2043 Notes)	185		185
4.40% notes due 2045 (4.40% 2045 Notes)	2,250		2,250
4.563% notes due 2048 (4.563% 2048 Notes)	1,415		1,415
3.375% notes due 2050 (3.375% 2050 Notes)	1,764		2,132
4.663% notes due 2051 (4.663% 2051 Notes)	3,541		3,541
3.00% notes due 2052 (3.00% 2052 Notes)	890		999
4.20% notes due 2052 (4.20% 2052 Notes)	895		950
4.875% notes due 2053 (4.875% 2053 Notes)	1,000		1,000
5.65% notes due 2053 (5.65% 2053 Notes)	4,250		4,250
2.77% notes due 2053 (2.77% 2053 Notes)	940		940

	December 31,
	2024		2023
4.40% notes due 2062 (4.40% 2062 Notes)	1,165		1,200
5.75% notes due 2063 (5.75% 2063 Notes)	2,750		2,750
Other notes due 2097	100		100
Total principal amount of debt	61,778		66,330
Unamortized bond discounts, premiums and issuance costs, net	(1,360)		(1,420)
Fair value adjustments	(343)		(314)
Other	24		17
Total carrying value of debt	60,099		64,613
Less current portion	(3,550)		(1,443)
Total long-term debt	$	56,549	$	63,170

There are no material differences between the effective interest rates and coupon rates of our notes, except for the 4.563% 2048 Notes, the 4.663% 2051 Notes and the 2.77% 2053 Notes, which have effective interest rates of 6.3%, 5.6% and 5.2%, respectively.

Under the terms of all of our outstanding notes, except our Other notes due 2097, in the event of a change-in-control triggering event we may be required to purchase all or a portion of these debt securities at prices equal to 101% of the principal amounts of the notes plus accrued and unpaid interest. In addition, all of our outstanding notes—except our Other notes due 2097—may be redeemed at any time at our option—in whole or in part—at the principal amounts of the notes being redeemed plus accrued and unpaid interest and make-whole amounts, which are defined by the terms of the notes. Certain of the redeemable notes do not require the payment of make-whole amounts if redeemed during a specified period of time immediately prior to the maturity of the notes. Such time periods range from one month to six months prior to maturity, except for the 5.507% 2026 Notes, which may be redeemed without payment of the make-whole amount if redemption occurs after two years prior to maturity.

Debt issuances and acquisition-related financing

We did not issue debt securities during the year ended December 31, 2024.

In March 2023, in connection with the acquisition of Horizon (see Note 4, Acquisitions and divestitures—Acquisition of Horizon Therapeutics plc), we issued the following series of notes (in millions):

	Principal Amount
5.25% 2025 Notes	$	2,000
5.507% 2026 Notes	1,500
5.15% 2028 Notes	3,750
5.25% 2030 Notes	2,750
5.25% 2033 Notes	4,250
5.60% 2043 Notes	2,750
5.65% 2053 Notes	4,250
5.75% 2063 Notes	2,750
Total	$	24,000

Also in connection with the acquisition of Horizon, we entered into a $4.0 billion term loan credit agreement in December 2022. In October 2023, in connection with the completion of the acquisition of Horizon, we borrowed $4.0 billion under the term loan credit agreement, of which $2.2 billion was repaid during 2024. As of December 31, 2024, we had $1.8 billion of borrowings outstanding under the term loan credit agreement, which has an interest rate of three-month SOFR plus 1.225% and is due in October 2026.

In 2022, we issued $7.0 billion of debt consisting of $750 million of the 3.00% 2029 Notes, $1.25 billion of the 4.05% 2029 Notes, $1.0 billion of the 3.35% 2032 Notes, $750 million of the 4.20% 2033 Notes, $1.0 billion of the 4.20% 2052 Notes, $1.0 billion of the 4.875% 2053 Notes and $1.25 billion of the 4.40% 2062 Notes. The 3.00% 2029 Notes were issued and used to finance eligible projects that met specified criteria to reduce our impact on the environment.

Debt extinguishment

In 2024, we repurchased an aggregate principal amount of our debt of $875 million, including portions of the 3.15% 2040 Notes, 2.80% 2041 Notes, 3.375% 2050 Notes, 3.00% 2052 Notes, 4.20% 2052 Notes and 4.40% 2062 Notes, for an aggregate cost of $659 million, which resulted in a $215 million gain on extinguishment of debt recorded in Other income (expense), net, in the Consolidated Statements of Income.

In 2023, we repurchased an aggregate principal amount of our debt of $881 million, including portions of the 2.00% 2032 Notes, 3.15% 2040 Notes, 2.80% 2041 Notes, 3.375% 2050 Notes, 3.00% 2052 Notes, 4.20% 2052 Notes and 4.40% 2062 Notes, for an aggregate cost of $647 million, which resulted in a $225 million gain on extinguishment of debt recorded in Other income (expense), net, in the Consolidated Statements of Income.

In 2022, we repurchased an aggregate principal amount of our debt of $378 million, including portions of the 2.20% 2027 Notes, 1.65% 2028 Notes, 2.00% 2032 Notes, 2.80% 2041 Notes and 3.00% 2052 Notes, for an aggregate cost of $297 million, which resulted in a $78 million gain on extinguishment of debt recorded in Other income (expense), net, in the Consolidated Statements of Income.

Debt repayments

In 2024, we repaid the full $2.0 billion aggregate principal amount on the term loan due April 2025, $200 million of the aggregate principal amount on the term loan due October 2026 and the full $1.4 billion aggregate principal amount of the 3.625% 2024 Notes.

In 2023, we repaid the full $750 million aggregate principal amount of the 2.25% 2023 Notes and the full CHF700 million aggregate principal amount ($704 million upon settlement of the related cross-currency swap) of the 0.41% 2023 Swiss franc Bonds.

In 2022, no debt was repaid or redeemed.

Interest rate swaps

To achieve a desired mix of fixed-rate and floating-rate debt, we enter into interest rate swap contracts that effectively convert fixed-rate interest coupons for certain of our debt instruments to floating SOFR-based coupons over the terms of the respective debt instruments. These interest rate swap contracts qualify and are designated as fair value hedges. For information regarding the terms of these contracts, see Note 19, Derivative instruments.

Cross-currency swaps

To hedge our exposure to foreign currency exchange rate risk associated with certain of our long-term notes denominated in foreign currencies, we entered into cross-currency swap contracts. The terms of these contracts outstanding as of December 31, 2024, effectively convert the interest payments and principal repayments on our 2.00% 2026 euro Notes, 5.50% 2026 pound sterling Notes and 4.00% 2029 pound sterling Notes from euros and pounds sterling to U.S. dollars. These cross-currency swap contracts have been designated as cash flow hedges. For information regarding the terms of these contracts, see Note 19, Derivative instruments. Cross-currency swap contracts associated with other foreign denominated debt previously outstanding were settled in connection with the repayment of such debt, as discussed above.

Shelf registration statement and other facilities

As of December 31, 2024, we have a commercial paper program that allows us to issue up to $2.5 billion of unsecured commercial paper to fund our working-capital needs. As of December 31, 2024 and 2023, we had no amounts outstanding under our commercial paper program.

In the first quarter of 2023, we amended and restated our syndicated, unsecured, revolving credit agreement, under which we may borrow up to $4.0 billion for general corporate purposes, including as a liquidity backstop for our commercial paper program. The commitments under the revolving credit agreement may be increased by up to $1.25 billion with the agreement of the banks. Each bank that is a party to the agreement has an initial commitment term of five years. This term may be extended for up to two additional one-year periods with the agreement of the banks. Annual commitment fees for this agreement are 0.09% of the unused portion of the facility based on our current credit rating. Generally, we would be charged interest for any amounts borrowed under this facility, based on our current credit rating, at (i) SOFR plus 1.01% or (ii) the highest of (A) the administrative agent bank base commercial lending rate, (B) the overnight federal funds rate plus 0.50% or (C) one-month SOFR plus 1.1%. As of December 31, 2024 and 2023, no amounts were outstanding under this facility.

In February 2023, we filed a shelf registration statement with the SEC that allows us to issue unspecified amounts of debt securities; common stock; preferred stock; warrants to purchase debt securities, common stock, preferred stock or depositary

shares; rights to purchase common stock or preferred stock; securities purchase contracts; securities purchase units; and depositary shares. Under this shelf registration statement, all of the securities available for issuance may be offered from time to time, with terms to be determined at the time of issuance. This shelf registration statement expires in February 2026.

Certain of our financing arrangements contain nonfinancial covenants. In addition, our revolving credit agreement and term loan agreement include a financial covenant, which requires us to maintain a specified minimum interest coverage ratio of (i) the sum of consolidated net income, interest expense, provision for income taxes, depreciation expense, amortization expense, unusual or nonrecurring charges and other noncash items (Consolidated EBITDA) to (ii) Consolidated Interest Expense, each as defined and described in the respective agreements. We were in compliance with all applicable covenants under these arrangements as of December 31, 2024.

Contractual maturities of debt obligations

The aggregate contractual maturities of our debt obligations as of December 31, 2024, were as follows (in millions):

Maturity dates	Amounts
2025	$	3,500
2026	5,922
2027	2,724
2028	4,984
2029	2,876
Thereafter	41,772
Total	$	61,778

Interest costs

Interest costs are expensed as incurred except to the extent such interest is related to construction in progress, in which case interest is capitalized. Interest costs capitalized for the years ended December 31, 2024, 2023 and 2022, were not material. Interest paid, including the ongoing impact of interest rate and cross-currency swap contracts, during the years ended December 31, 2024, 2023 and 2022 was $3.3 billion, $2.4 billion and $1.2 billion, respectively.