AbbVie (ABBV) 10-K risk factor changes: FY2020 vs FY2019

The risk factors generally have been separated into [removed: three] [added: two] groups: risks related to AbbVie's [removed: business, risks related to AbbVie's proposed acquisition of Allergan (the "Acquisition") and the combined company upon completion of the Acquisition,] [added: business] and risks related to AbbVie's common stock.

AbbVie's principal patents and trademarks are described in greater detail in Item 1, "Business—Intellectual Property Protection and Regulatory Exclusivity" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations," and litigation regarding these patents is described in Item 3, "Legal Proceedings." The United States composition of matter patent for [removed: HUMIRA,] [added: Humira,] which is AbbVie's largest product and had worldwide net revenues of approximately [removed: $19.2] [added: $19.8] billion in [removed: 2019,] [added: 2020,] expired in December 2016, and the equivalent European Union patent expired in the majority of European Union countries in October 2018.

[removed: A successful] claim of patent or other intellectual property infringement could subject AbbVie to significant damages or an injunction preventing the manufacture, sale, or use of the affected AbbVie product or products.

[removed: HUMIRA] [added: Humira] accounted for approximately [removed: 58%] [added: 43%] of AbbVie's total net revenues in [removed: 2019.][added: 2020.]

A high rate of failure in the biopharmaceutical industry is inherent in the research and development of new products, and failure can occur at any point in the research and development process, [added: including after significant funds have been invested.]

AbbVie depends on alliances [added: and joint ventures] with pharmaceutical and biotechnology companies for a portion of the products in its near-term pharmaceutical pipeline.

Expiration or successful challenge of AbbVie’s applicable patent rights could also trigger competition from other products, assuming any relevant [added: exclusivity period has expired.]

For example, [removed: HUMIRA] [added: Humira] competes with anti-TNF products and other competitive products intended to treat a number of disease states and [removed: AbbVie’s virology products compete] [added: Mavyret/Maviret competes] with other available hepatitis C treatment options.

[removed: These] [added: All of these] competitors may introduce new products or develop technological advances that compete with AbbVie’s products in therapeutic areas such as immunology, [removed: virology/liver disease, oncology] [added: hematologic oncology, aesthetics, neuroscience, eye care] and [removed: neuroscience.][added: women's health.]

If safety or efficacy issues with an AbbVie product arise, sales of the product could be halted by AbbVie or by regulatory authorities and regulatory action could be taken [added: by such regulatory authorities.]

AbbVie's products are subject to rigorous regulation by numerous international, supranational, federal and state authorities, as described in Item 1, "Business—Regulation—Discovery and Clinical [removed: Development."] [added: Development,” “Business—Regulation—Commercialization, Distribution and Manufacturing,” and “Business—Regulation—Medical Devices.”] The process of obtaining regulatory approvals to market a pharmaceutical product can be costly and time consuming, and approvals might not be granted for future products, or additional indications or uses of existing products, on a timely basis, if at all.

In the United States, these laws include anti-kickback and false claims laws, the Medicaid Rebate Statute, the Veterans Health Care [removed: Act] [added: Act, the U.S. Physician Payments Sunshine Act, the TRICARE program, the government pricing rules applicable to the Medicaid, Medicare Part B, 340B Drug Pricing Program] and individual state laws relating to pricing and sales and marketing practices.

Net revenues outside of the United States made up approximately [removed: 28%] [added: 24%] of AbbVie's total net revenues in [removed: 2019.][added: 2020.]

[removed: | • |] [added: -] fluctuations in currency exchange rates; [removed: |]

[removed: | • |] [added: -] changes in medical reimbursement policies and programs; [removed: |]

[removed: | • |] [added: -] multiple legal and regulatory requirements that are subject to change and that could restrict AbbVie's ability to manufacture, market and sell its products; [removed: |]

[removed: | • |] [added: -] differing local product preferences and product requirements; [removed: |]

[removed: | • |] [added: -] trade protection measures and import or export licensing requirements; [removed: |]

[removed: | • |] [added: -] difficulty in establishing, staffing and managing operations; [removed: |]

[removed: | • |] [added: -] differing labor regulations; [removed: |]

[removed: | • |] [added: -] potentially negative consequences from changes in or interpretations of tax laws; [removed: |]

[removed: | • |] [added: -] political and economic instability, including [added: as a result of] the United Kingdom’s exit from the European [removed: Union; |][added: Union and the COVID-19 pandemic;]

[removed: | • |] [added: -] sovereign debt issues; [removed: |]

[removed: | • |] [added: -] price and currency exchange controls, limitations on participation in local enterprises, expropriation, nationalization and other governmental [removed: action; |][added: action and regulation;]

[removed: | • |] [added: -] inflation, recession and fluctuations in interest rates; [removed: |]

[removed: | • |] [added: -] potential deterioration in the economic position and credit quality of certain non-U.S. countries, including in Europe and Latin America; and [removed: |]

[removed: | • |] [added: -] potential penalties or other adverse consequences for violations of anti-corruption, anti-bribery and other similar laws and regulations, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act. [removed: |]

AbbVie may pursue [removed: acquisitions (such as the pending acquisition of Allergan),] [added: acquisitions,] technology licensing arrangements, [added: joint ventures] and strategic alliances, or dispose of some of its assets, as part of its business strategy.

Additionally, changes in AbbVie's structure, operations, revenues, costs, or efficiency resulting from major transactions such as acquisitions, divestitures, mergers, alliances, [added: joint ventures,] restructurings or other strategic initiatives, may result in greater than expected costs, may take longer than expected to complete or encounter other difficulties, including the need for regulatory approval where appropriate.

In [removed: 2019,] [added: 2020,] three wholesale distributors (McKesson Corporation, Cardinal Health, Inc. and AmerisourceBergen Corporation) accounted for substantially all of AbbVie's sales in the United States.

To the extent AbbVie incurs additional indebtedness or interest rates increase, these risks could [removed: increase.][added: increase further.]

[removed: If AbbVie] raises additional funds by issuing debt or entering into credit facilities, it may be subject to limitations on its operations due to restrictive covenants.

AbbVie depends on information technology and a failure of those systems could [removed: adversely affect] [added: have a material adverse effect on] AbbVie's business.

Data privacy or security breaches by employees or others [added: have resulted, and] may [removed: result] in the [added: future result, in the] failure of critical business operations or may cause sensitive data, including intellectual property, trade secrets or personal information belonging to AbbVie, its patients, customers or business partners, to be exposed to unauthorized persons or to the public.

Although AbbVie has invested in the protection of its data and information technology and also monitors its systems on an ongoing basis, there can be no assurance that these efforts will prevent [added: material] breakdowns or breaches in AbbVie's information technology systems that could adversely affect AbbVie's business.

AbbVie’s success is largely dependent on its continued ability to attract and retain highly qualified scientific, technical and management personnel, as well as personnel with expertise in clinical [removed: R&D,] [added: research and development (R&D),] governmental regulation and commercialization.

[removed: | • |] [added: -] changes in or interpretations of laws and regulations, including changes in accounting standards, taxation requirements, product marketing application standards, data privacy [removed: laws] [added: laws, particularly in the European Union] and [added: the United States, and] environmental laws; [removed: |]

[removed: | • |] [added: -] differences between the fair value measurement of assets and liabilities and their actual value, particularly for pension and post-employment benefits, stock-based compensation, intangibles and goodwill; and for contingent liabilities such as litigation and contingent consideration, the absence of a recorded amount, or an amount recorded at the minimum, compared to the actual amount; [removed: |]

[removed: | • |] [added: -] changes in the rate of inflation (including the cost of raw materials, commodities and supplies), interest rates, market value of AbbVie's equity investments and the performance of investments held by it or its employee benefit trusts; [removed: |]

[removed: | • |] [added: -] changes in the creditworthiness of counterparties that transact business with or provide services to AbbVie or its employee benefit trusts; [removed: |]

Public health outbreaks, epidemics or pandemics, such as the coronavirus (COVID-19), have had, and could in the future have, an adverse impact on AbbVie’s operations and financial condition.

Public health outbreaks, epidemics or pandemics have had, and could in the future have, an adverse impact on AbbVie’s operations and financial condition.

The continuing pandemic caused by the novel strain of coronavirus (COVID-19) has caused many countries, including the United States, to declare national emergencies and implement preventive measures such as travel bans and shelter in place or total lock-down orders, some of which have eased.

The continuation or re-implementation of these bans and orders remains uncertain.

The COVID-19 pandemic has caused AbbVie to modify its business practices (including instituting remote work for many of AbbVie’s employees), and AbbVie may take further actions as may be required by government authorities or as AbbVie determines are in the best interests of AbbVie’s employees, patients, customers and business partners.

While the impact of COVID-19 on AbbVie’s operations, including, among others, its manufacturing and supply chain, sales and marketing, commercial and clinical trial operations, to-date has not been material, AbbVie has experienced lower

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| 15 | | |  \| *2020 Form 10-K* | | | | | | | | |

new patient starts across the therapeutic portfolio.

The impact of COVID-19 on AbbVie over the long-term is uncertain and cannot be predicted with confidence.

The extent of the adverse impact of COVID-19 on AbbVie’s operations will depend on the extent and severity of the continued spread of COVID-19 globally, the timing and nature of actions taken to respond to COVID-19 and the resulting economic consequences.

Ultimately, the outbreak could have a material adverse impact on AbbVie’s operations and financial condition.

A successful

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In addition, in the past few years, a number of other companies have started to develop, have successfully developed and/or are currently marketing products that are being positioned as competitors to Botox.

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Certain aspects of AbbVie’s operations are highly dependent upon third party service providers.

AbbVie relies on suppliers, vendors and other third party service providers to research, develop, manufacture, commercialize, promote and sell its products.

Reliance on third party manufacturers reduces AbbVie’s oversight and control of the manufacturing process.

Some of these third party providers are subject to legal and regulatory requirements, privacy and security risks and market risks of their own.

The failure of a critical third party service provider to meet its obligations could have a material adverse impact on AbbVie’s operations and results.

If any third party service providers have violated or are alleged to have violated any laws or regulations during the performance of their obligations to AbbVie, it is possible that AbbVie could suffer financial and reputational harm or other negative outcomes, including possible legal consequences.

For example, lawsuits are pending against Allergan, AbbVie’s newly acquired subsidiary, and certain of its current and former officers alleging they made misrepresentations and omissions regarding Allergan’s textured breast implants.

Additionally, Allergan has been named as a defendant in approximately 3,100 matters relating to the promotion and sale of prescription opioid pain

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relievers and additional suits may be filed.

See Note 15, "Legal Proceedings and Contingencies" to the Consolidated Financial Statements included under Item 8, "Financial Statements and Supplementary Data." AbbVie cannot predict the outcome of these proceedings.

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including after significant funds have been invested.

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exclusivity period has expired.

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by such regulatory authorities.

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| • | international trade disruptions or disputes, including in connection with the ongoing trade negotiations between the United States and China; |

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The following is a discussion and analysis of the financial condition of AbbVie Inc. (AbbVie or the [removed: company) as of December 31, 2019 and 2018 and results of operations for each of the three years in the period ended December 31, 2019.][added: company).]

This commentary should be read in conjunction with the consolidated financial statements and accompanying notes appearing in Item 8, "Financial Statements and Supplementary Data." [added: This section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019.]

In the United States, AbbVie distributes pharmaceutical products principally through independent wholesale distributors, with some sales directly to [added: retailers,] pharmacies and patients.

AbbVie has approximately [removed: 30,000] [added: 47,000] employees.

See Note 5 to the Consolidated Financial Statements for additional information [removed: regarding] [added: on] the [removed: proposed] acquisition.

[removed: 2019 Financial] [added: 2020 Financial] Results

AbbVie's strategy has focused on delivering strong financial results, [added: maximizing the benefits of the Allergan acquisition,] advancing and investing in its pipeline and returning value to shareholders while ensuring a strong, sustainable growth business over the long term.

The company's financial performance in [removed: 2019] [added: 2020] included delivering worldwide net revenues of [removed: $33.3] [added: $45.8] billion, operating earnings of [removed: $13.0] [added: $11.4] billion, diluted earnings per share of [removed: $5.28] [added: $2.72] and cash flows from operations of [removed: $13.3] [added: $17.6] billion.

Worldwide net revenues [removed: grew] [added: increased] by [removed: 3%] [added: 38%] on a [added: reported basis and on a] constant currency basis, [removed: primarily driven by revenue] [added: which included $10.3 billion of contributed revenues from the Allergan acquisition,] growth [removed: related to IMBRUVICA] [added: in the immunology portfolio from Skyrizi, Rinvoq] and [removed: VENCLEXTA as well as] the continued strength of [removed: HUMIRA] [added: Humira] in the U.S. [removed: and newly launched immunology assets SKYRIZI] [added: as well as revenue growth from Imbruvica] and [removed: RINVOQ, offset by international HUMIRA biosimilar competition.][added: Venclexta.]

Diluted earnings per share in [removed: 2019] [added: 2020] was [removed: $5.28] [added: $2.72] and included the following after-tax costs: (i) [removed: $3.2] [added: $5.7] billion for the change in fair value of contingent consideration liabilities; (ii) [removed: $1.3] [added: $4.8] billion related to the amortization of intangible assets; (iii) [removed: a Stemcentrx-related impairment charge of $823 million net] [added: $3.0 billion] of [removed: the related fair value adjustment to contingent consideration liabilities;] [added: Allergan acquisition and integration expenses;] (iv) [removed: $364 million] [added: $1.2 billion] for acquired in-process research and development (IPR&D); and [removed: (v) $338] [added: $241] million [removed: of expenses related to the proposed Allergan acquisition.][added: for milestones and other research and development (R&D) expenses.]

Additionally, financial results reflected continued funding to support all stages of AbbVie’s [removed: emerging] pipeline assets and continued investment in AbbVie’s on-market brands.

In [removed: November 2019,] [added: October 2020,] AbbVie's board of directors declared a quarterly cash dividend of [removed: $1.18] [added: $1.30] per share of common stock payable in February [removed: 2020.][added: 2021.]

This reflects an increase of approximately [removed: 10.3%] [added: 10.2%] over the previous quarterly dividend of [removed: $1.07] [added: $1.18] per share of common stock.

[removed: 2020 Strategic] [added: 2021 Strategic] Objectives

AbbVie intends to continue to advance its mission in a number of ways, including: (i) [added: maximizing the benefits of the Allergan acquisition to create a more diversified revenue base with multiple long-term growth drivers; (ii)] growing revenues by [removed: diversifying revenue streams,] [added: leveraging AbbVie's commercial strength and international infrastructure across Allergan's therapeutic areas and] ensuring strong commercial execution of new product [removed: launches and driving late-stage pipeline assets to the market; (ii)] [added: launches; (iii)] continuing to invest [added: in] and expand its pipeline in support of opportunities in immunology, [removed: oncology and] [added: oncology, aesthetics,] neuroscience, [removed: with additional targeted investment in cystic fibrosis] [added: eye care] and women's health as well as continued investment in key on-market products; [removed: (iii)] [added: (iv)] expanding operating margins; and [removed: (iv)] [added: (v)] returning cash to shareholders via a strong and growing dividend while also reducing [removed: incremental] debt.

[removed: | • |] [added: -] Hematologic oncology revenue growth from both [removed: IMBRUVICA] [added: Imbruvica] and [removed: VENCLEXTA. |][added: Venclexta.]

[removed: | • |] [added: -] Immunology revenue growth driven by [removed: successful commercial launches] [added: increasing market share and expanding patient access] of [removed: SKYRIZI] [added: Skyrizi] and [removed: RINVOQ,] [added: Rinvoq,] as well as [removed: HUMIRA] [added: Humira] U.S. sales growth. [removed: |]

[removed: | • |] [added: -] Effective management of [removed: HUMIRA] [added: Humira] international biosimilar erosion. [removed: |]

[removed: | • | The favorable impact of pipeline products and indications recently approved or currently under regulatory review where approval is expected in 2020.] These products are described in greater detail in the section labeled "Research and Development" included as part of this Item 7. [removed: |]

AbbVie remains committed to driving continued expansion of operating margins and expects to achieve this objective through continued leverage from revenue growth, [added: realization of expense synergies from the Allergan acquisition,] productivity initiatives in supply chain and ongoing efficiency programs to optimize manufacturing, commercial infrastructure, administrative costs and general corporate expenses.

The combination of AbbVie and Allergan [removed: will create] [added: creates] a diverse entity with leadership positions across immunology, hematologic oncology, aesthetics, neuroscience, women's health, eye care and virology.

AbbVie's existing product portfolio and pipeline [removed: will be] [added: is] enhanced with numerous Allergan assets and Allergan's product portfolio [removed: will benefit] [added: benefits] from AbbVie's commercial strength, expertise and international infrastructure.

AbbVie's long-term success depends to a great extent on its ability to continue to discover and develop innovative [removed: pharmaceutical] products and acquire or collaborate on compounds currently in development by other biotechnology or pharmaceutical companies.

AbbVie's pipeline currently includes [removed: approximately 60 compounds] [added: more than 90 compounds, devices] or indications in [removed: clinical] development individually or under collaboration or license agreements and is focused on such important [removed: medical] specialties as immunology, [removed: oncology] [added: oncology, aesthetics, neuroscience, eye care] and [removed: neuroscience] [added: women's health] along with targeted investments in cystic [removed: fibrosis and women's health.][added: fibrosis.]

Of these programs, [removed: approximately 30] [added: more than 50] are in mid- and late-stage development.

The following sections summarize transitions of significant programs from [removed: Phase 2] [added: mid-stage] development to [removed: Phase 3] [added: late-stage] development as well as developments in significant [removed: Phase 3] [added: late-stage] and registration programs.

AbbVie expects multiple [removed: Phase 2] [added: mid-stage] programs to transition into [removed: Phase 3] [added: late-stage] programs in the next 12 months.

[removed: | • | In October 2019, AbbVie announced top-line results from its first Phase 3 clinical trial of RINVOQ in adult patients with active psoriatic arthritis (PsA).] Results from the SELECT-PsA [removed: 2] [added: 1] study, which evaluated [removed: RINVOQ] [added: Rinvoq] versus placebo in patients who did not adequately respond to treatment with one or more [removed: biologic DMARDs,] [added: non-biologic disease-modifying anti-rheumatic drugs (DMARDs),] showed that both doses of [removed: RINVOQ (15 mg and 30 mg)] [added: Rinvoq] met the primary and key secondary [removed: endpoints at week 12. The safety profile was consistent with that of previous studies across indications, with no new safety risks detected. |][added: endpoints.]

[removed: | • |] [added: -] In [removed: January 2019, the] [added: April 2020, AbbVie received] FDA [removed: approved IMBRUVICA,] [added: approval for the use of Imbruvica] in combination with [removed: GAZYVA (obinutuzumab),] [added: rituximab] for [removed: adult patients with] [added: the treatment of] previously untreated [added: patients with] chronic lymphocytic leukemia [removed: (CLL)/small] [added: (CLL) or small] lymphocytic lymphoma (SLL). [removed: |]

[removed: | • |] [added: -] In [removed: August 2019,] [added: March 2020, AbbVie announced that] the EC granted marketing authorization for [removed: MAVIRET (glecaprevir/pibrentasvir)] [added: Maviret] to shorten [removed: the] once-daily treatment duration from 12 to 8 weeks in treatment-naïve, compensated cirrhotic, chronic [removed: HCV] [added: hepatitis C virus (HCV)] patients with genotype [removed: (GT)1, 2, 4, 5 and 6] [added: 3] infection. [removed: |]

This measure provides information on the change in net revenues assuming that foreign currency exchange rates had not changed between the prior and [removed: the] current periods.

| | | | | | | | | | | | | | [added: | | | | | | | |] Percent change | | | | | | | | | | | [added: | | | | | | | | | |]

| | | | | | | | | | | | | | [added: | | | | | | | |] At actual currency rates | | | | | | [added: | | | | | |] At constant currency rates | | | | | [added: | | | |]

| years ended (dollars in millions) | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2020] | | [added: | | | |] 2019 | | | [removed: 2018] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] | | [added: | 2019 | | |]

| United States | [added: | |] $ | [added: 34,879 | | | | | $ |] 23,907 | | | [added: | |] $ | 21,524 | | | [removed: $] | [removed: 18,251] | [added: 45.9] | | [added: % | | | |] 11.1 | [added: |] % | | [removed: 17.9] | [removed: %] | [added: 45.9] | [removed: 11.1] | % | | [removed: 17.9] | [added: | 11.1 | |] % |

| International | [added: | | 10,925 | | | | | |] 9,359 | | | | [added: | |] 11,229 | | | | [removed: 9,965] | | [added: 16.7] | | [removed: (16.7] [added: %] | [removed: )%] | | [removed: 12.8] | [added: (16.7) | |] % | | [removed: (13.6] | [removed: )%] | [added: 17.8] | [removed: 10.4] | % | [added: | | | (13.6) | | % |]

| Net revenues | [added: | |] $ | [added: 45,804 | | | | | $ |] 33,266 | | | [added: | |] $ | 32,753 | | | [removed: $] | [removed: 28,216] | [added: 37.7] | | [added: % | | | |] 1.6 | [added: |] % | | [removed: 16.1] | [removed: %] | [added: 38.0] | [removed: 2.6] | % | | [removed: 15.2] | [added: | 2.6 | |] % |

| | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |] Percent change | | | | | | | | | | | [added: | | | | | | | | | |]

| | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |] At actual currency rates | | | | | | [added: | | | | | |] At constant currency rates | | | | | [added: | | | |]

| years ended December 31 (dollars in millions) | | | [removed: 2019] | | | | [removed: 2018] | | [added: 2020] | | [removed: 2017] | | | | 2019 | | | [added: | | |] 2018 | | | [added: | | | 2020 | | | | | |] 2019 | | | [removed: 2018] | | [added: | 2020 | | | | | | 2019 | | |]

Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

On May 8, 2020, AbbVie completed the acquisition of Allergan plc (Allergan).

The acquisition of Allergan creates a diversified biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions in key therapeutic areas of immunology, hematologic oncology, aesthetics, neuroscience, eye care and women's health.

Subsequent to the acquisition date, AbbVie's consolidated financial statements include the assets, liabilities, operating results and cash flows of Allergan.

Certain products (including aesthetic products and devices) are also sold directly to physicians and other licensed healthcare providers.

AbbVie operates as a single global business segment.

These costs were partially offset by $1.7 billion of certain tax benefits.

Following the closing of the Allergan acquisition, AbbVie implemented an integration plan designed to reduce costs, integrate and optimize the combined organization.

The integration plan is expected to realize more than $2 billion of expected annual cost synergies over a three-year period, with approximately 50% realized in R&D, 40% in selling, general and administrative (SG&A) and 10% in cost of products sold.

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To achieve these integration objectives, AbbVie expects to incur approximately $2 billion of charges through 2022.

These costs will consist of severance and employee benefit costs (cash severance, non-cash severance, including accelerated equity award compensation expense, retention and other termination benefits) and other integration expenses.

Impact of the Coronavirus Disease 2019 (COVID-19)

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States and around the world.

In response to the growing public health crisis, AbbVie has partnered with global authorities to support the experimental use of multiple AbbVie assets to determine their efficacy in the treatment of COVID-19.

In June 2020, AbbVie announced that it entered into a collaboration with Harbour BioMed, Utrecht University and Erasmus Medical Center to develop a novel antibody therapeutic to prevent and treat COVID-19.

Additionally, AbbVie donated $35 million to increase healthcare capacity, supply critical equipment and deliver food and essential supplies during the crisis.

AbbVie continues to closely manage manufacturing and supply chain resources around the world to help ensure that patients continue to receive an uninterrupted supply of their medicines.

Clinical trial sites are being monitored locally to protect the safety of study participants, staff and employees.

While the impact of COVID-19 on AbbVie's operations to date has not been material, AbbVie has experienced lower new patient starts across the therapeutic portfolio.

AbbVie expects this matter could continue to negatively impact its results of operations throughout the duration of the outbreak.

The extent to which COVID-19 may impact AbbVie's financial condition and results of operations remains uncertain.

AbbVie's mission is to discover and develop innovative medicines and products that solve serious health issues today and address the medical challenges of tomorrow while achieving top-tier financial performance through outstanding execution.

- Expansion of the company’s revenue base from additional Allergan products contributing to key aesthetics and neuroscience portfolios.

- Optimization of combined AbbVie and Allergan research and development, commercial, and manufacturing operations while maintaining key growth portfolios.

- The favorable impact of pipeline products and indications recently approved or currently under regulatory review where approval is expected in 2021.

AbbVie's existing product portfolio and pipeline is enhanced with numerous Allergan assets and Allergan's product portfolio benefits from AbbVie's commercial strength, expertise and international infrastructure.

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| 33 | | |  \| *2020 Form 10-K* | | | | | | | | |

- In January 2021, AbbVie announced top-line results from its Phase 3 KEEPsAKE-1 and KEEPsAKE-2 clinical trials of Skyrizi in adults with active psoriatic arthritis (PsA) met the primary and ranked secondary endpoints.

- In January 2021, AbbVie announced top-line results from its Phase 3 ADVANCE and MOTIVATE induction studies of Skyrizi in patients with Crohn’s Disease met the primary and key secondary endpoints.

- In February 2020, AbbVie announced top-line results from its second Phase 3 clinical trial of Rinvoq in adult patients with active PsA.

The safety profile was consistent with that of previous studies across indications, with no new safety risks detected.

- In May 2020, AbbVie submitted a supplemental New Drug Application (sNDA) to the U.S. Food and Drug Administration (FDA) and, in June 2020, submitted a marketing authorization application (MAA) to the European Medicines Agency (EMA) for Rinvoq for the treatment of adult patients with active PsA.

- In June 2020, AbbVie announced top-line results from its Phase 3 Measure Up 1 study and, in July 2020, announced top-line results from its Phase 3 Measure Up 2 and AD Up studies of Rinvoq for the treatment of moderate to severe atopic dermatitis (AD) met all primary and secondary endpoints versus placebo.

- In August 2020, AbbVie submitted an sNDA to the FDA and, earlier this year, submitted an MAA to the EMA for Rinvoq for the treatment of adult patients with active ankylosing spondylitis (AS).

- In October 2020, AbbVie submitted an sNDA to the FDA and an MAA to the EMA for Rinvoq for the treatment of adult and adolescent patients with moderate to severe AD.

- In December 2020, AbbVie announced its Phase 3 U-ACHIEVE induction study of Rinvoq for the treatment of adult patients with moderate to severe ulcerative colitis met the primary and all ranked secondary endpoints.

- In January 2021, AbbVie announced that the European Commission (EC) approved Rinvoq for the treatment of adults with active PsA and active AS.

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AbbVie's products are focused on treating conditions such as chronic autoimmune diseases in rheumatology, gastroenterology and dermatology; oncology, including blood cancers; virology, including hepatitis C virus (HCV) and human immunodeficiency virus (HIV); neurological disorders, such as Parkinson's disease; metabolic diseases, including thyroid disease and complications associated with cystic fibrosis; pain associated with endometriosis; as well as other serious health conditions.

AbbVie also has a pipeline of promising new medicines in clinical development across such important medical specialties as immunology, oncology and neuroscience, with additional targeted investment in cystic fibrosis and women's health.

AbbVie operates in one business segment—pharmaceutical products.

On June 25, 2019, AbbVie announced that it entered into a definitive transaction agreement under which AbbVie will acquire Allergan plc (Allergan).

These costs were partially offset by the following after-tax benefits: (i) $414 million from litigation matters primarily due to the settlement of an intellectual property dispute with a third party; (ii) $400 million due to the favorable resolution of various tax positions; and (iii) $297 million from an amended and restated license agreement between AbbVie and Reata Pharmaceuticals, Inc. (Reata).

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AbbVie's mission is to be an innovation-driven, patient-focused specialty biopharmaceutical company capable of achieving top-tier financial performance through outstanding execution and a consistent stream of innovative new medicines.

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| • | Completion and successful integration of the proposed Allergan acquisition. |

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| • | In February 2019, the U.S. Food and Drug Administration (FDA) accepted for priority review AbbVie's New Drug Application (NDA) for upadacitinib, an investigational oral JAK1-selective inhibitor, for the treatment of adult patients with moderate to severe rheumatoid arthritis (RA). |

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| • | In February 2019, AbbVie initiated a Phase 3 clinical trial to evaluate the efficacy and safety of upadacitinib in subjects with giant cell arteritis. |

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| • | In August 2019, the FDA approved RINVOQ (upadacitinib) for the treatment of adults with moderately to severely active RA who have had an inadequate response or intolerance to methotrexate. |

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| • | In November 2019, AbbVie announced data from the Phase 2/3 SELECT-AXIS 1 trial in which twice as many adult patients with ankylosing spondylitis treated with RINVOQ achieved the primary endpoint at week 14 versus placebo. The safety profile was consistent with that of previous studies across indications, with no new safety risks detected. |

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| • | In November 2019, AbbVie initiated a Phase 3 clinical trial to evaluate the efficacy and safety of RINVOQ in adult patients with axial spondyloarthritis. |

The following table reflects the total foreign currency forward exchange contracts outstanding at December 31, [removed: 2019] [added: 2020] and [removed: 2018:][added: 2019:]

| [removed: (in] [added: as of December 31 (in] millions) | [removed: Contract amount] | | [added: Contract amount] | | [removed: Weighted average exchange rate] | | | [added: | Weighted average exchange rate | | | | | |] Fair [removed: and carrying value receivable/(payable)] [added: and carrying value receivable/(payable)] | | | | [removed: Contract amount] | | [added: Contract amount] | | [removed: Weighted average exchange rate] | | | [added: | Weighted average exchange rate | | | | | |] Fair [removed: and carrying value receivable/(payable)] [added: and carrying value receivable/(payable)] | | |

| Receive primarily U.S. dollars in exchange for the following currencies: | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]

| Euro | [added: | |] $ | [removed: 6,217] [added: 7,818] | | | [removed: 1.116] | | [added: 1.213] | [added: | | | | |] $ | [removed: (12] [added: (39)] | [removed: )] | | [added: | |] $ | [removed: 6,660] [added: 6,217] | | | [removed: 1.157] | | [added: 1.116] | [added: | | | | |] $ | [removed: 68] [added: (12)] | |

| Japanese yen | [removed: 820] | | [added: 837] | | [removed: 108.7] | | | [removed: —] | [added: 103.9] | | | [removed: 1,076] | | | [added: (7)] | [removed: 111.5] | | | [removed: (12] | | [removed: )] [added: 820] | [added: | | | | | 108.7 | | | | | | — | | |]

| Canadian dollar | [removed: 504] | | [added: 591] | | [removed: 1.324] | | | [removed: (6] | [added: 1.328] | [removed: )] | | [removed: 406] | | | [added: (23)] | [removed: 1.314] | | | [removed: 14] | | [added: 504] | [added: | | | | | 1.324 | | | | | | (6) | | |]

| British pound | [removed: 427] | | [added: 275] | | [removed: 1.305] | | | [removed: (6] | [added: 1.341] | [removed: )] | | [removed: 499] | | | [added: 3] | [removed: 1.328] | | | [removed: 21] | | [added: 427] | [added: | | | | | 1.305 | | | | | | (6) | | |]

| All other currencies | [removed: 1,508] | | [added: 1,706] | | [added: | | | |] n/a | | | [removed: (10] | | [removed: )] | [added: (15)] | [removed: 1,370] | | | | [added: | 1,508 | | | | | |] n/a | | | [removed: 15] | | | [added: (10) | | |]

| Total | [added: | |] $ | [removed: 9,476] [added: 11,227] | | | | | | [added: | | | | |] $ | [removed: (34] [added: (81)] | [removed: )] | | [added: | |] $ | [removed: 10,011] [added: 9,476] | | | | | | [added: | | | | |] $ | [removed: 106] [added: (34)] | |

The company estimates that a 10% appreciation in the underlying currencies being hedged from their levels against the U.S. dollar, with all other variables held constant, would decrease the fair value of foreign exchange forward contracts by [removed: $942 million] [added: $1.14 billion] at December 31, [removed: 2019.][added: 2020.]

As of December 31, [removed: 2019,] [added: 2020,] the company has [removed: €3.6] [added: €6.6] billion aggregate principal amount of unsecured senior Euro notes outstanding, which are exposed to foreign currency risk.

As a result, any foreign currency translation gains or losses related to the Euro notes will be included in accumulated other comprehensive [removed: income.][added: loss.]

The company estimates that an increase in interest rates of 100 basis points would adversely impact the fair value of AbbVie's interest rate swap contracts by approximately [removed: $280] [added: $111] million at December 31, [removed: 2019.][added: 2020.]

The company estimates that an increase of 100 basis points in long-term interest rates would decrease the fair value of long-term debt by [removed: $5.0] [added: $5.7] billion at December 31, [removed: 2019.][added: 2020.]

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| | | | 2020 | | | | | | | | | | | | | | | | | | 2019 | | | | | | | | | | | | | | |

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| 47 | | |  \| *2020 Form 10-K* | | | | | | | | |

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| | 2019 | | | | | | | | | | | 2018 | | | | | | | | | |

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AbbVie [removed: develops] [added: uses its expertise, dedicated people] and [removed: markets] [added: unique approach to innovation to develop and market] advanced therapies that address some of the [removed: world's] [added: world’s] most complex and serious diseases.

See Note [removed: 16] [added: 16, "Segment and Geographic Area Information"] to the Consolidated Financial Statements [added: included under Item 8, "Financial Statements] and [added: Supplementary Data" and] the sales information related to [removed: HUMIRA, IMBRUVICA] [added: AbbVie's key products] and [removed: MAVYRET] [added: geographies] included under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

| Condition | | [added: | | | |] Principal Markets | [added: | |]

| Rheumatoid arthritis (moderate to severe) | | [added: | | | |] North America, European Union | [added: | |]

| Psoriatic arthritis | | [added: | | | |] North America, European Union | [added: | |]

| Ankylosing spondylitis | | [added: | | | |] North America, European Union | [added: | |]

| Adult Crohn's disease (moderate to severe) | | [added: | | | |] North America, European Union | [added: | |]

| Plaque psoriasis (moderate to severe chronic) | | [added: | | | |] North America, European Union | [added: | |]

| Juvenile idiopathic arthritis (moderate to severe polyarticular) | | [added: | | | |] North America, European Union | [added: | |]

| Ulcerative colitis (moderate to severe) | | [added: | | | |] North America, European Union | [added: | |]

| Axial spondyloarthropathy | | [added: | | | |] European Union | [added: | |]

| Pediatric Crohn's disease (moderate to severe) | | [added: | | | |] North America, European Union | [added: | |]

| Hidradenitis [removed: Suppurativa] [added: suppurativa] (moderate to severe) | | [added: | | | |] North America, European Union | [added: | |]

| Pediatric enthesitis-related arthritis | | [added: | | | |] European Union | [added: | |]

| Non-infectious intermediate, posterior and panuveitis | | [added: | | | |] North America, European Union | [added: | |]

[removed: | (1) | As] [added: (1)As] used throughout the text of this report on Form 10-K, the terms "AbbVie" or "the company" refer to AbbVie Inc., a Delaware corporation, or AbbVie Inc. and its consolidated subsidiaries, as the context requires. [removed: |]

[removed: HUMIRA] [added: Humira] is also approved in Japan for the treatment of intestinal Behçet's [removed: disease.][added: disease and pyoderma gangrenosum.]

[removed: HUMIRA] [added: Humira] is sold in numerous other markets worldwide, including Japan, China, Brazil and Australia, and accounted for approximately [removed: 58%] [added: 43%] of AbbVie's total net revenues in [removed: 2019.][added: 2020.]

[removed: RINVOQ] [added: Rinvoq] (upadacitinib) is [removed: a] [added: an oral,] once-daily [removed: oral] selective and reversible JAK inhibitor and is approved in the United States, [removed: Canada] [added: Canada, Japan] and the European Union.

[removed: | • |] [added: -] Chronic lymphocytic leukemia (CLL)/Small lymphocytic lymphoma (SLL) and CLL/SLL with 17p deletion; [removed: |]

[removed: | • |] [added: -] Mantle cell lymphoma (MCL) who have received at least one prior therapy*; [removed: |]

[removed: | • |] [added: -] Waldenström’s macroglobulinemia (WM); [removed: |]

[removed: | • |] [added: -] Marginal zone lymphoma (MZL) who require systemic therapy and have received at least one prior anti-CD20-based therapy*; and [removed: |]

[removed: | • |] [added: -] Chronic graft versus host disease (cGVHD) after failure of one or more lines of systemic therapy. [removed: |]

[removed: VENCLEXTA*] [added: *Venclexta/Venclyxto.* Venclexta] (venetoclax) is a BCL-2 inhibitor used to treat hematological malignancies.

[removed: VENCLYXTO] [added: Venclyxto] is approved in Europe for CLL in combination with [added: obinutuzumab for patients with previously untreated CLL and in combination with] rituximab in patients who have received at least one previous treatment.

[removed: HCV] [added: Women's health] products. [removed: AbbVie's HCV] [added: AbbVie’s women's health] products are:

[removed: *MAVYRET/MAVIRET.* MAVYRET] [added: *Mavyret/Maviret.* Mavyret] (glecaprevir/pibrentasvir) is approved in the United States and European Union [removed: (MAVIRET)] [added: (Maviret)] for the treatment of [added: adult and pediatric] patients [added: (12 years and older or weighing at least 45 kilograms)] with chronic HCV genotype 1-6 infection without cirrhosis and with compensated cirrhosis (Child-Pugh A).

It is also indicated for the treatment of adult [added: and pediatric] patients [added: (12 years and older or weighing at least 45 kilograms)] with HCV genotype 1 infection, who previously have been treated with a regimen containing an HCV NS5A inhibitor or an NS3/4A protease inhibitor, but not both.

These products [removed: include:][added: are:]

AbbVie has the rights to sell [removed: AndroGel, CREON] [added: Creon] and Synthroid only in the United States.

[removed: Endocrinology products.] [added: *Lupron.*] Lupron (leuprolide acetate), which is also marketed as Lucrin and [removed: LUPRON DEPOT,] [added: Lupron Depot,] is a product for the palliative treatment of advanced prostate cancer, treatment of endometriosis and central precocious puberty and for the preoperative treatment of patients with anemia caused by uterine fibroids.

[removed: *ORILISSA.* ORILISSA] [added: *Orilissa/Oriahnn.* Orilissa] (elagolix) is the first and only orally-administered, nonpeptide small molecule gonadotropin-releasing hormone (GnRH) antagonist specifically developed for women with moderate to severe endometriosis pain.

[removed: Administration results in] dose-dependent suppression of luteinizing hormone and follicle-stimulating hormone, leading to decreased blood concentrations of ovarian sex hormones, estradiol and progesterone.

AbbVie also markets directly to consumers themselves, although in the United States [removed: all] [added: many] of the company's products must be sold pursuant to a prescription.

Outside of the United States, AbbVie focuses its [removed: marketing] [added: promotional and market access] efforts on key opinion leaders, payers, physicians and [removed: country regulatory bodies.][added: health systems.]

In the United States, AbbVie distributes pharmaceutical products principally through independent wholesale distributors, with some sales directly to [added: retailers,] pharmacies and patients.

In [removed: 2019,] [added: 2020,] three wholesale distributors (McKesson Corporation, Cardinal Health, Inc. and AmerisourceBergen Corporation) accounted for substantially all of AbbVie's sales in the United States.

No individual wholesaler accounted for greater than [removed: 42%] [added: 38%] of AbbVie's [removed: 2019] [added: 2020] gross revenues in the United States.

AbbVie competes with other research-based pharmaceuticals and biotechnology companies that discover, manufacture, market and sell proprietary pharmaceutical [removed: products] [added: products, therapies] and biologics.

On May 8, 2020, AbbVie completed the acquisition of Allergan plc (Allergan).

The acquisition of Allergan creates a diversified biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions in key therapeutic areas of immunology, hematologic oncology, aesthetics, neuroscience, eye care and women's health.

AbbVie's existing product portfolio and pipeline is enhanced with numerous Allergan assets and Allergan's product portfolio benefits from AbbVie's commercial strength, expertise and international infrastructure.

See Note 5, "Licensing, Acquisitions and Other Arrangements—Acquisition of Allergan," to the Consolidated Financial Statements included under Item 8, "Financial Statements and Supplementary Data." Subsequent to the acquisition date, AbbVie's consolidated financial statements include the assets, liabilities, operating results and cash flows of Allergan.

Impact of the Coronavirus Disease 2019 (COVID-19)

The novel coronavirus (COVID-19) pandemic continues to spread throughout the United States and around the world.

In response to the growing public health crisis, AbbVie has partnered with global authorities to support the experimental use of multiple AbbVie assets to determine their efficacy in the treatment of COVID-19.

AbbVie continues to closely manage manufacturing and supply chain resources around the world to help ensure that patients continue to receive an uninterrupted supply of their medicines.

Clinical trial sites are being monitored locally to protect the safety of study participants, staff and employees.

While the impact of COVID-19 on AbbVie's operations to date has not been material, AbbVie has experienced lower new patient starts across the therapeutic portfolio.

AbbVie expects this matter could continue to negatively impact its results of operations throughout the duration of the outbreak.

The extent to which COVID-19 may impact AbbVie's financial condition and results of operations remains uncertain.

AbbVie operates as a single global business segment dedicated to the research and development, manufacturing, commercialization and sale of innovative medicines and therapies.

This operating structure enables the Chief Executive Officer, as chief operating decision maker (CODM), to allocate resources and assess business performance on a global basis in order to achieve established long-term strategic goals.

Consistent with this structure, a global research and development and supply chain organization is responsible for the discovery, development, manufacturing and supply of products.

Commercial efforts that coordinate the marketing, sales and distribution of these products are organized by geographic region or therapeutic area.

All of these activities are supported by a global corporate administrative staff.

The determination of a single business segment is consistent with the consolidated financial information regularly reviewed by the CODM for purposes of assessing performance, allocating resources and planning and forecasting future periods.

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| 1 | | |  \| *2020 Form 10-K* | | | | | | | | |

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| Pediatric ulcerative colitis (moderate to severe) | | | | | | European Union | | |

| Pediatric uveitis | | | | | | European Union | | |

Rinvoq is also approved in the European Union for the treatment of adult patients with active psoriatic arthritis and adult patients with active ankylosing spondylitis.

Rinvoq is also indicated in Japan in patients with rheumatoid arthritis with inadequate response to conventional therapy (including inhibition of the progression of structural damage).

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| | | | | | | *2020 Form 10-K* \|  | | | 2 | | |

Aesthetics products. AbbVie’s Allergan Aesthetics portfolio consists of toxins and dermal fillers, plastics and regenerative medicine, body contouring, and skincare products, which hold market-leading positions in the U.S. and in key markets around the world.

In 2020, U.S. sales comprised approximately two-thirds of total global sales.

*Botox Cosmetic.* Botox Cosmetic is an acetylcholine release inhibitor and a neuromuscular blocking agent indicated for temporary improvement in the appearance of moderate to severe glabellar lines (frown lines between the eyebrows), moderate to severe crow's feet and forehead lines in adults.

Having received its initial U.S. Food and Drug Administration (FDA) approval in 2002, Botox Cosmetic is now approved for use in all major markets around the world and has become one of the world’s most recognized and iconic brands.

*Juvederm Collection.* The Juvederm Collection is a portfolio of hyaluronic acid-based dermal fillers with a variety of approved indications in the U.S. and in all other major markets around the world to treat volume loss in the cheeks, chin, lips and lower face.

*Other aesthetics.* Other aesthetics products include, but are not limited to, Coolsculpting body contouring technology, Alloderm regenerative dermal tissue, Natrelle breast implants, the SkinMedica skincare line, and DiamondGlow.

Neuroscience products. AbbVie’s neuroscience products address some of the most difficult-to-treat neurologic diseases.

These products are:

*Botox Therapeutic.* Botox Therapeutic (onabotulinumtoxinA injection) is a neuromuscular blocking agent that is injected into muscle tissue in treatment for the following indications in the United States:

- For the treatment of overactive bladder with symptoms of urge urinary incontinence, urgency, and frequency, in adults who have an inadequate response to or are intolerant of an anticholinergic medication.

AbbVie's products are focused on treating conditions such as chronic autoimmune diseases in rheumatology, gastroenterology and dermatology; oncology, including blood cancers; virology, including hepatitis C virus (HCV) and human immunodeficiency virus (HIV); neurological disorders, such as Parkinson's disease; metabolic diseases, including thyroid disease and complications associated with cystic fibrosis; pain associated with endometriosis; as well as other serious health conditions.

AbbVie also has a pipeline of promising new medicines in clinical development across such important medical specialties as immunology, oncology and neuroscience, with additional targeted investment in cystic fibrosis and women's health.

In June 2019, AbbVie announced that it entered into a definitive transaction agreement under which AbbVie will acquire Allergan plc (Allergan).

Allergan is a global pharmaceutical leader focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical and regenerative medicine products for patients around the world.

Allergan markets a portfolio of brands and products primarily focused on key therapeutic areas including aesthetics, eye care, neuroscience, gastroenterology and women's health.

See Note 5 to the Consolidated Financial Statements for additional information regarding the proposed acquisition.

AbbVie operates in one business segment—pharmaceutical products.

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*VENCLEXTA/VENCLYXTO.

Virology Products. AbbVie's virology products address unmet needs for patients living with HCV and HIV.

MAVIRET is now also indicated for the treatment of HCV genotypes 1-6 in children between 12-18 years.

*VIEKIRA PAK AND TECHNIVIE.* VIEKIRA PAK (ombitasvir, paritaprevir and ritonavir tablets; dasabuvir tablets) is an all-oral, short-course, interferon-free therapy, with or without ribavirin, for the treatment of adult patients with genotype 1 chronic HCV, including those with compensated cirrhosis.

In Europe, VIEKIRA PAK is marketed as VIEKIRAX + EXVIERA and is approved for use in patients with genotype 1 and genotype 4 HCV.

AbbVie's TECHNIVIE (ombitasvir, paritaprevir and

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| | | | |

ritonavir) is FDA-approved for use in combination with ribavirin for the treatment of adults with genotype 4 HCV infection in the United States.

The use of VIEKIRA in the United States, Europe and Japan is currently limited given the significant use of pangenotypic regimens, including MAVIRET.

Additional Virology products. AbbVie's additional virology products include:

*SYNAGIS.* SYNAGIS (palivizumab) is a product marketed by AbbVie outside of the United States that protects at-risk infants from severe respiratory disease caused by respiratory syncytial virus (RSV).

*KALETRA.* KALETRA (lopinavir/ritonavir), which is also marketed as ALUVIA in emerging markets, is a prescription anti-HIV-1 medicine that contains two protease inhibitors: lopinavir and ritonavir.

KALETRA is used with other anti-HIV-1 medications as a treatment that maintains viral suppression in people with HIV-1.

[removed: FORM 10-K][added: FORM 10-K]

| (MARK ONE) | | | [added: | | | | | |]

| ☒ | | [added: | | | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year ended December 31, [removed: 2019][added: 2020]

| ☐ | | [added: | | | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission file [removed: number 001-35565][added: number 001-35565]

[removed: ][added: ]

| Delaware | | [added: | | | |] 32-0375147 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S. employer identification number) | [added: | |]

North [removed: Chicago, Illinois 60064-6400][added: Chicago, Illinois 60064-6400]

[removed: (847) 932-7900][added: (847) 932-7900]

| Title of Each Class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of Each Exchange on Which Registered | [added: | |]

| Common Stock, par value $0.01 per share | | [added: | | | |] ABBV | | [added: | | | |] New York Stock Exchange | [added: | |]

| | | | | [added: | | | | | | | |] Chicago Stock Exchange | [added: | |]

| 1.375% Senior Notes due 2024 | | [added: | | | |] ABBV24 | | [added: | | | |] New York Stock Exchange | [added: | |]

| 0.750% Senior Notes due 2027 | | [added: | | | |] ABBV27 | | [added: | | | |] New York Stock Exchange | [added: | |]

| 2.125% Senior Notes due 2028 | | [added: | | | |] ABBV28 | | [added: | | | |] New York Stock Exchange | [added: | |]

| 1.250% Senior Notes due 2031 | | [added: | | | |] ABBV31 | | [added: | | | |] New York Stock Exchange | [added: | |]

| Large Accelerated Filer | [added: | |] ☒ | [added: | |] Accelerated Filer | [added: | |] ☐ | [added: | |]

| Non-Accelerated Filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

The aggregate market value of the [removed: 1,462,630,048] [added: 1,747,782,344] shares of voting stock held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of AbbVie Inc.'s most recently completed second fiscal quarter (June 30, [removed: 2019),] [added: 2020),] was [removed: $106,362,457,090.][added: $171,597,270,533.]

Portions of the [removed: 2020] [added: 2021] AbbVie Inc. Proxy Statement are incorporated by reference into Part III.

The Definitive Proxy Statement will be filed on or about March [removed: 19, 2020.][added: 22, 2021.]

FOR THE YEAR ENDED DECEMBER [removed: 31, 2019][added: 31, 2020]

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| Item 1. | [removed: [BUSINESS](#sB3F1D163C2DA512BA1C6B355E6FC8B05)] | [removed: [1](#sB3F1D163C2DA512BA1C6B355E6FC8B05)] | [added: [BUSINESS](#i93d05d2c0e474630bb4c1d6d48ed4446_13) | | | [1](#i93d05d2c0e474630bb4c1d6d48ed4446_13) | | |]

| Item 1A. | [added: | |] [RISK [removed: FACTORS](#s3DA4D32DE2185DDFA39441C9603DDC6E)] [added: FACTORS](#i93d05d2c0e474630bb4c1d6d48ed4446_16)] | [removed: [10](#s3DA4D32DE2185DDFA39441C9603DDC6E)] | [added: | [15](#i93d05d2c0e474630bb4c1d6d48ed4446_16) | | |]

| Item 1B. | [added: | |] [UNRESOLVED STAFF [removed: COMMENTS](#s6A68780BE3FD55C8807FAB2F36879D76)] [added: COMMENTS](#i93d05d2c0e474630bb4c1d6d48ed4446_22)] | [removed: [20](#s6A68780BE3FD55C8807FAB2F36879D76)] | [added: | [26](#i93d05d2c0e474630bb4c1d6d48ed4446_22) | | |]

| Item 2. | [removed: [PROPERTIES](#s5CD8FA9864D75E7BBEAF9F38B4B51CA0)] | [removed: [20](#s5CD8FA9864D75E7BBEAF9F38B4B51CA0)] | [added: [PROPERTIES](#i93d05d2c0e474630bb4c1d6d48ed4446_25) | | | [26](#i93d05d2c0e474630bb4c1d6d48ed4446_25) | | |]

| Item 3. | [added: | |] [LEGAL [removed: PROCEEDINGS](#s924472A5E7AA5CC2ACD6C5E2092D02A5)] [added: PROCEEDINGS](#i93d05d2c0e474630bb4c1d6d48ed4446_28)] | [removed: [20](#s924472A5E7AA5CC2ACD6C5E2092D02A5)] | [added: | [27](#i93d05d2c0e474630bb4c1d6d48ed4446_28) | | |]

| Item 4. | [added: | |] [MINE SAFETY [removed: DISCLOSURES](#s14A6C869CCE55EF8AFFA1066A9439B3A)] [added: DISCLOSURES](#i93d05d2c0e474630bb4c1d6d48ed4446_31)] | [removed: [20](#s14A6C869CCE55EF8AFFA1066A9439B3A)] | [added: | [27](#i93d05d2c0e474630bb4c1d6d48ed4446_31) | | |]

| | [added: | |] [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#sD1AAE77B70F855E3B70FF04F9E1494EC)] [added: OFFICERS](#i93d05d2c0e474630bb4c1d6d48ed4446_34)] | [removed: [21](#sD1AAE77B70F855E3B70FF04F9E1494EC)] | [added: | [28](#i93d05d2c0e474630bb4c1d6d48ed4446_34) | | |]

| Item 5. | [added: | |] [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#sAAAF96B4756B5E738319EEB934C41775)] [added: SECURITIES](#i93d05d2c0e474630bb4c1d6d48ed4446_40)] | [removed: [23](#sAAAF96B4756B5E738319EEB934C41775)] | [added: | [30](#i93d05d2c0e474630bb4c1d6d48ed4446_40) | | |]

| Item 7. | [added: | |] [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#s688F207CD30B549FAE799907E39F2C28)] [added: OPERATIONS](#i93d05d2c0e474630bb4c1d6d48ed4446_46)] | [removed: [26](#s688F207CD30B549FAE799907E39F2C28)] | [added: | [32](#i93d05d2c0e474630bb4c1d6d48ed4446_46) | | |]

| Item 7A. | [added: | |] [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#s94D547A3A14C5540A3E5EED69FAB64AB)] [added: RISK](#i93d05d2c0e474630bb4c1d6d48ed4446_88)] | [removed: [42](#s94D547A3A14C5540A3E5EED69FAB64AB)] | [added: | [47](#i93d05d2c0e474630bb4c1d6d48ed4446_88) | | |]

| Item 8. | [added: | |] [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#sAADFB6281AFB5465B725D1C94781050C)] [added: DATA](#i93d05d2c0e474630bb4c1d6d48ed4446_91)] | [removed: [43](#sAADFB6281AFB5465B725D1C94781050C)] | [added: | [48](#i93d05d2c0e474630bb4c1d6d48ed4446_91) | | |]

| Item 9. | [added: | |] [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#s346C49594F5955EEA86EF61FC029E707)] [added: DISCLOSURE](#i93d05d2c0e474630bb4c1d6d48ed4446_199)] | [removed: [91](#s346C49594F5955EEA86EF61FC029E707)] | [added: | [100](#i93d05d2c0e474630bb4c1d6d48ed4446_199) | | |]

| Item 9A. | [added: | |] [CONTROLS AND [removed: PROCEDURES](#sA34D437D5B7557D7A2B8ABE04B13799F)] [added: PROCEDURES](#i93d05d2c0e474630bb4c1d6d48ed4446_202)] | [removed: [91](#sA34D437D5B7557D7A2B8ABE04B13799F)] | [added: | [100](#i93d05d2c0e474630bb4c1d6d48ed4446_202) | | |]

| Item 9B. | [added: | |] [OTHER [removed: INFORMATION](#s4DE4C370572F554AA25D4FC6D9E11EB4)] [added: INFORMATION](#i93d05d2c0e474630bb4c1d6d48ed4446_208)] | [removed: [94](#s4DE4C370572F554AA25D4FC6D9E11EB4)] | [added: | [102](#i93d05d2c0e474630bb4c1d6d48ed4446_208) | | |]

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| 0.500% Senior Notes due 2021 | | | | | | ABBV21C | | | | | | New York Stock Exchange | | |

| 1.500% Senior Notes due 2023 | | | | | | ABBV23B | | | | | | New York Stock Exchange | | |

| 1.250% Senior Notes due 2024 | | | | | | ABBV24B | | | | | | 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 | | |

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Number of common shares outstanding as of January 31, 2021: 1,765,881,690

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| [PART I](#i93d05d2c0e474630bb4c1d6d48ed4446_10) | | | | | | | | |

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| [PART II](#i93d05d2c0e474630bb4c1d6d48ed4446_37) | | | | | | | | |

| Item 6. | | | [\[RESERVED\]](#i93d05d2c0e474630bb4c1d6d48ed4446_2429) | | | [31](#i93d05d2c0e474630bb4c1d6d48ed4446_2429) | | |

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| [PART IV](#i93d05d2c0e474630bb4c1d6d48ed4446_229) | | | | | | | | |

| | | | [SIGNATURES](#i93d05d2c0e474630bb4c1d6d48ed4446_238) | | | [110](#i93d05d2c0e474630bb4c1d6d48ed4446_238) | | |

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Number of common shares outstanding as of January 31, 2020: 1,479,156,683

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| [PART I](#sA5CA8C704ECB5E11883D053D9A194C04) | | |

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| [PART II](#s6BFE6E2B67505511B1B9EF7C84CA6594) | | |

| Item 6. | [SELECTED FINANCIAL DATA](#s88BFE731126A543B927FE937A6587474) | [25](#s88BFE731126A543B927FE937A6587474) |

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| [PART IV](#sD396DBDDB75C5792B2E4EF777FF9F32E) | | |

| | [SIGNATURES](#s4C2B6C21D4E159FF970D43BF1C463841) | [102](#s4C2B6C21D4E159FF970D43BF1C463841) |

| United States | | [added: | | | |] Outside the United States | [added: | |]

| Abbott Park, Illinois* | | [added: | | | |] Campoverde di Aprilia, Italy | [added: | |]

| Barceloneta, Puerto Rico | | [removed: Cork,] [added: | | | | Clonshaugh,] Ireland | [added: | |]

| North Chicago, Illinois | | [removed: Ludwigshafen, Germany] | [added: | | | Pringy, France | | |]

| Worcester, Massachusetts* | | [removed: Singapore*] | [added: | | | Sligo, Ireland | | |]

| Wyandotte, Michigan* | | [removed: Sligo,] [added: | | | | Westport,] Ireland | [added: | |]

[removed: |] * [removed: |] Leased property. [removed: |]

In the United States, including Puerto Rico, AbbVie has [removed: one] [added: two central] distribution [removed: center.][added: centers.]

AbbVie also has research and development facilities in the United States located at: Abbott Park, Illinois; [added: Branchburg, New Jersey; Irvine, California; Madison, New Jersey;] North Chicago, Illinois; [added: Pleasanton, California;] Redwood City, California; [added: Santa Cruz, California;] South San Francisco, California; Sunnyvale, California; Cambridge, Massachusetts; and Worcester, Massachusetts.

Outside the United States, AbbVie's principal research and development facilities are located in Ludwigshafen, [removed: Germany.][added: Germany and Liverpool, United Kingdom.]

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| Branchburg, New Jersey* | | | | | | Cork, Ireland | | |

| Campbell, California | | | | | | Galway, Ireland* | | |

| Cincinnati, Ohio | | | | | | Grace-Hollogne, Belgium* | | |

| Dublin, California* | | | | | | Guarulhos, Brazil | | |

| Houston, Texas | | | | | | La Aurora, Costa Rica | | |

| Irvine, California | | | | | | Ludwigshafen, Germany | | |

| Waco, Texas | | | | | | Singapore* | | |

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| | | | | | | *2020 Form 10-K* \|  | | | 26 | | |

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| Name | | [added: | | | |] Age | | [added: | | | |] Position | [added: | |]

| Richard A. Gonzalez | | [removed: 66] | | [added: | | 67 | | | | | |] Chairman of the Board and Chief Executive Officer | [added: | |]

| Michael E. Severino, [removed: M.D.*] [added: M.D.] | | [removed: 54] | | [added: | | 55 | | | | | |] Vice Chairman and President | [added: | |]

| Laura J. Schumacher | | [removed: 56] | | [added: | | 57 | | | | | |] Vice Chairman, External Affairs and Chief Legal Officer | [added: | |]

| Henry O. [removed: Gosebruch*] [added: Gosebruch] | | [removed: 47] | | [added: | | 48 | | | | | |] Executive Vice [removed: President and] [added: President,] Chief Strategy Officer | [added: | |]

| Robert A. [removed: Michael*] [added: Michael] | | [removed: 49] | | [added: | | 50 | | | | | |] Executive Vice President, Chief Financial Officer | [added: | |]

| Timothy J. Richmond | | [removed: 53] | | [added: | | 54 | | | | | |] Executive Vice President, Chief Human Resources Officer | [added: | |]

| Azita Saleki-Gerhardt, Ph.D. | | [removed: 56] | | [added: | | 57 | | | | | |] Executive Vice President, Operations | [added: | |]

| Thomas J. Hudson, [removed: M.D.*] [added: M.D.] | | [removed: 58] | | [added: | | 59 | | | | | |] Senior Vice President, Research & Development and Chief Scientific Officer | [added: | |]

| Jeffrey R. [removed: Stewart*] [added: Stewart] | | [removed: 51] | | [removed: Senior] [added: | | 52 | | | | | | Executive] Vice President, [removed: U.S.] Commercial Operations | [added: | |]

| Brian L. [removed: Durkin*] [added: Durkin] | | [removed: 59] | | [added: | | 60 | | | | | |] Vice President, Controller | [added: | |]

She serves on the board of General Dynamics [removed: Corporation.][added: Corporation and CrowdStrike Holdings, Inc.]

He previously served as [removed: Executive] [added: Senior] Vice President, [added: U.S.] Commercial Operations from [added: 2018 to 2020 and as AbbVie’s President, Commercial Operations from] 2013 to 2018.

Mr. Gosebruch is AbbVie's Executive Vice [removed: President and] [added: President,] Chief Strategy Officer.

Mr. Richmond served as Abbott’s Divisional Vice President of Compensation & Benefits from 2008 to 2012, as Group Vice President of Talent and Rewards from 2007 to 2008, and as Divisional Vice President of [removed: Talent Acquisition from 2006 to 2007.]

Mr. Stewart is AbbVie’s [removed: Senior] [added: Executive] Vice President, [removed: U.S.] Commercial Operations.

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| 27 | | |  \| *2020 Form 10-K* | | | | | | | | |

The following table lists AbbVie's executive officers:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Elaine K. Sorg | | | | | | 54 | | | | | | Senior Vice President, U.S. Commercial Operations | | |

| Carrie Strom | | | | | | 43 | | | | | | Senior Vice President, AbbVie and President, Global Allergan Aesthetics | | |

He was first appointed as an AbbVie corporate officer in December 2012.

He joined AbbVie in 2014 and was first appointed as an AbbVie corporate officer in June 2014.

Dr. Severino also serves on the board of Avantor, Inc.

Ms. Schumacher joined Abbott in 1990 and was first appointed as an AbbVie corporate officer in December 2012.

Mr. Gosebruch joined AbbVie in 2015 and was first appointed as an AbbVie corporate officer in December 2015.

Mr. Michael joined Abbott in 1993 and was first appointed as an AbbVie corporate officer in December 2015.

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| | | | | | | *2020 Form 10-K* \|  | | | 28 | | |

Talent Acquisition from 2006 to 2007.

Mr. Richmond joined Abbott in 2006 and was first appointed as an AbbVie corporate officer in December 2012.

Dr. Saleki-Gerhardt joined Abbott in 1993 and was first appointed as an AbbVie corporate officer in December 2012.

Mr. Stewart joined Abbott in 1992 and was first appointed as an AbbVie corporate officer in December 2018.

Dr. Hudson was first appointed as an AbbVie corporate officer in July 2019.

Ms. Sorg is AbbVie’s Senior Vice President, U.S. Commercial Operations.

She previously served as AbbVie’s President, U.S. Immunology and Patient Services from 2019 to 2020 and as Vice President, Immunology and Oncology from 2016 to 2018.

She served as Vice President, Immunology prior to AbbVie’s separation from Abbott and until 2016 at AbbVie.

Ms. Sorg joined Abbott in 2012 and was first appointed as an AbbVie corporate officer in November 2020.

Prior to joining Abbott, Ms. Sorg served in management roles at Eli Lilly and Company for 23 years.

Ms. Strom is AbbVie’s Senior Vice President, AbbVie, and President, Global Allergan Aesthetics, responsible for the worldwide operations of the aesthetics franchise.

She was appointed to the position upon AbbVie’s acquisition of Allergan in 2020 and was first appointed as an AbbVie corporate officer in May 2020.

At Allergan, Ms. Strom previously served as Senior Vice President, U.S. Medical Aesthetics from 2018 to 2020.

She joined Allergan in 2011.

Mr. Durkin joined Abbott in 1986 and was first appointed as an AbbVie corporate officer in October 2018.

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| 29 | | |  \| *2020 Form 10-K* | | | | | | | | |

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The following table lists AbbVie's executive officers, each of whom was first appointed as an AbbVie corporate officer in December 2012, except as otherwise indicated:

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| Carlos Alban | | 57 | | Vice Chairman, Chief Commercial Officer |

| Nicholas Donoghoe, M.D.* | | 39 | | Senior Vice President, Enterprise Innovation |

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| * | Dr. Severino was first appointed as a corporate officer in June 2014; Mr. Gosebruch was first appointed as a corporate officer in December 2015; Dr. Donoghoe was first appointed as a corporate officer in January 2019; Mr. Michael was first appointed as a corporate officer in December 2015; Dr. Hudson was first appointed as a corporate officer in July 2019; Mr. Stewart was first appointed as a corporate officer in December 2018; and Mr. Durkin was first appointed as a corporate officer in October 2018. |

He joined AbbVie in 2014.

Ms. Schumacher joined Abbott in 1990.

Mr. Alban is AbbVie’s Vice Chairman, Chief Commercial Officer, responsible for global commercial operations of the company, including the Pharmacyclics commercial functions.

He served as Abbott’s Senior Vice President, Proprietary Pharmaceutical Products, Global Commercial Operations from 2011 to 2012, as Senior Vice President, International Pharmaceuticals from 2009 to 2011, as Vice President, Western Europe and Canada from 2007 to 2009, and as Vice President, European Operations from 2006 to 2007.

Mr. Alban joined Abbott in 1986.

Mr. Gosebruch joined AbbVie in 2015.

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Mr. Michael joined Abbott in 1993.

Mr. Richmond joined Abbott in 2006.

Dr. Saleki-Gerhardt joined Abbott in 1993.

Dr. Donoghoe is AbbVie's Senior Vice President, Enterprise Innovation.

He previously served as a Partner at McKinsey & Company, leading the firm's West Coast pharma and biotechnology practice.

Dr. Donoghoe joined the firm in 2007 and supported multiple successful launches in therapeutic areas such as oncology, immunology, and primary care.

He joined AbbVie in 2019.

Mr. Stewart previously served as AbbVie’s President, Commercial Operations from 2013 to 2018.

Mr. Stewart joined Abbott in 1992.

Mr. Durkin joined Abbott in 1986.

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There were [removed: 46,544] [added: 47,754] stockholders of record of AbbVie common stock as of January 31, [removed: 2020.][added: 2021.]

The following graph compares the cumulative total returns of AbbVie, the S&P 500 Index and the NYSE Arca Pharmaceuticals Index for the period from December 31, [removed: 2014] [added: 2015] through December 31, [removed: 2019.][added: 2020.]

This graph assumes $100 was invested in AbbVie common stock and each index on December 31, [removed: 2014] [added: 2015] and also assumes the reinvestment of dividends.

[removed: ][added: ]

On [removed: November 1, 2019,] [added: October 30, 2020,] AbbVie's board of directors declared an increase in the quarterly cash dividend from [removed: $1.07] [added: $1.18] per share to [removed: $1.18] [added: $1.30] per share, payable on February [removed: 14, 2020] [added: 16, 2021] to stockholders of record as of January 15, [removed: 2020.][added: 2021.]

| Period | [added: | |] (a) [removed: Total Number of Shares (or Units) Purchased] [added: Total Number of Shares (or Units) Purchased] | | | [added: | | |] (b) [removed: Average Price Paid] [added: Average Price Paid] per [removed: Share (or] [added: Share (or] Unit) | | | | [added: | |] (c) [removed: Total Number of Shares] [added: Total Number of Shares] (or [removed: Units) Purchased] [added: Units) Purchased] as [removed: Part of Publicly Announced Plans or Programs] [added: Part of Publicly Announced Plans or Programs] | | | [added: | | |] (d) Maximum Number [removed: (or Approximate] [added: (or Approximate] Dollar Value) [removed: of Shares] [added: of Shares] (or Units) that [removed: May Yet] [added: May Yet] Be Purchased Under [removed: the Plans] [added: the Plans] or Programs | | | | [added: | |]

[removed: | 1. |] In addition to AbbVie shares repurchased on the open market under a publicly announced program, if any, these shares also included the shares purchased on the open market for the benefit of participants in the AbbVie Employee Stock Purchase Plan – [removed: 4,293] [added: 4,783] in October; [removed: 1,086] [added: 945] in November; and [removed: 1,016] [added: 866] in December. [removed: |]

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| | | | | | | *2020 Form 10-K* \|  | | | 30 | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1, 2020 - October 31, 2020 | | | 4,783 | | | (1) | | | $ | 84.46 | | (1) | | | — | | | | | | $ | 3,450,069,690 | | | | |

| November 1, 2020 - November 30, 2020 | | | 945 | | | (1) | | | $ | 92.50 | | (1) | | | — | | | | | | $ | 3,450,069,690 | | | | |

| December 1, 2020 - December 31, 2020 | | | 2,431,776 | | | (1) | | | $ | 105.61 | | (1) | | | 2,430,910 | | | | | | $ | 3,193,341,387 | | | | |

| Total | | | 2,437,504 | | | (1) | | | $ | 105.56 | | (1) | | | 2,430,910 | | | | | | $ | 3,193,341,387 | | | | |

1.

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| October 1, 2019 - October 31, 2019 | 4,293 | | (1) | $ | 77.19 | | (1) | — | | | $ | 3,950,021,071 | | |

| November 1, 2019 - November 30, 2019 | 1,086 | | (1) | $ | 80.53 | | (1) | — | | | $ | 3,950,021,071 | | |

| December 1, 2019 - December 31, 2019 | 1,016 | | (1) | $ | 87.39 | | (1) | — | | | $ | 3,950,021,071 | | |

| Total | 6,395 | | (1) | $ | 79.38 | | (1) | — | | | $ | 3,950,021,071 | | |

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| 31 | | |  \| *2020 Form 10-K* | | | | | | | | |

The selected financial information should be read in conjunction with the financial statements and accompanying notes included under Item 8, "Financial Statements and Supplementary Data" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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| as of and for the years ended December 31 (in millions, except per share data) | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Statement of earnings data | | | | | | | | | | | | | | | | | | | |

| Net revenues | $ | 33,266 | | | $ | 32,753 | | | $ | 28,216 | | | $ | 25,638 | | | $ | 22,859 | |

| Net earnings | 7,882 | | | | 5,687 | | | | 5,309 | | | | 5,953 | | | | 5,144 | | |

| Basic earnings per share | $ | 5.30 | | | $ | 3.67 | | | $ | 3.31 | | | $ | 3.65 | | | $ | 3.15 | |

| Diluted earnings per share | $ | 5.28 | | | $ | 3.66 | | | $ | 3.30 | | | $ | 3.63 | | | $ | 3.13 | |

| Cash dividends declared per common share | $ | 4.39 | | | $ | 3.95 | | | $ | 2.63 | | | $ | 2.35 | | | $ | 2.10 | |

| Weighted-average basic shares outstanding | 1,481 | | | | 1,541 | | | | 1,596 | | | | 1,622 | | | | 1,625 | | |

| Weighted-average diluted shares outstanding | 1,484 | | | | 1,546 | | | | 1,603 | | | | 1,631 | | | | 1,637 | | |

| Balance sheet data | | | | | | | | | | | | | | | | | | | |

| Total assets (a) | $ | 89,115 | | | $ | 59,352 | | | $ | 70,786 | | | $ | 66,099 | | | $ | 53,050 | |

| Long-term debt and finance lease obligations (a)(b) | 66,728 | | | | 36,611 | | | | 36,968 | | | | 36,465 | | | | 31,265 | | |

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| (a) | In November 2019, AbbVie issued $30.0 billion aggregate principal amount of floating rate and fixed rate unsecured senior notes at maturities ranging from 18 months to 30 years. AbbVie expects to use the net proceeds to fund a portion of the aggregate cash consideration due to Allergan shareholders in connection with the proposed acquisition and to pay related fees and expenses. See Note 5 to the Consolidated Financial Statements for information regarding the proposed acquisition and Note 10 for information on the senior notes. |

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| (b) | Includes current portion of both long-term debt and finance lease obligations. |

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| | [added: | |] Page | [added: | |]

| Consolidated Financial Statements | | [added: | | | |]

| [Consolidated Statements of [removed: Earnings](#s1A5C13CF39625F559F9C1D6032DD6E5B)] [added: Earnings](#i93d05d2c0e474630bb4c1d6d48ed4446_94)] | [removed: [44](#s1A5C13CF39625F559F9C1D6032DD6E5B)] | [added: | [49](#i93d05d2c0e474630bb4c1d6d48ed4446_94) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#s0194478B63435CBD8A68F4FCC42D29F2)] [added: Income](#i93d05d2c0e474630bb4c1d6d48ed4446_97)] | [removed: [45](#s0194478B63435CBD8A68F4FCC42D29F2)] | [added: | [50](#i93d05d2c0e474630bb4c1d6d48ed4446_97) | | |]

| [Consolidated Balance [removed: Sheets](#s05F0550414EA5A958F71EE7784B718A6)] [added: Sheets](#i93d05d2c0e474630bb4c1d6d48ed4446_103)] | [removed: [46](#s05F0550414EA5A958F71EE7784B718A6)] | [added: | [51](#i93d05d2c0e474630bb4c1d6d48ed4446_103) | | |]

| [Consolidated Statements of [removed: Equity](#s0904C3A956EC5CBA951DFE8B6FA6D10D)] [added: Equity](#i93d05d2c0e474630bb4c1d6d48ed4446_109)] | [removed: [47](#s0904C3A956EC5CBA951DFE8B6FA6D10D)] | [added: | [52](#i93d05d2c0e474630bb4c1d6d48ed4446_109) | | |]

| [Consolidated Statements of Cash [removed: Flows](#sA59B2F120291516EB7285FC25796FC35)] [added: Flows](#i93d05d2c0e474630bb4c1d6d48ed4446_112)] | [removed: [48](#sA59B2F120291516EB7285FC25796FC35)] | [added: | [53](#i93d05d2c0e474630bb4c1d6d48ed4446_112) | | |]

| [Notes to Consolidated Financial [removed: Statements](#s355A6A51A83C5C18B7039B8241232D8E)] [added: Statements](#i93d05d2c0e474630bb4c1d6d48ed4446_115)] | [removed: [49](#s355A6A51A83C5C18B7039B8241232D8E)] | [added: | [54](#i93d05d2c0e474630bb4c1d6d48ed4446_115) | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#s2CDD0D80F37B547A952ECDE11EEBEDBF)] [added: Firm](#i93d05d2c0e474630bb4c1d6d48ed4446_193)] | [removed: [88](#s2CDD0D80F37B547A952ECDE11EEBEDBF)] | [added: | [96](#i93d05d2c0e474630bb4c1d6d48ed4446_193) | | |]

| years ended December 31 (in millions, except per share data) | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]

| Net revenues | [added: | |] $ | [removed: 33,266] [added: 45,804] | | | [added: | |] $ | [removed: 32,753] [added: 33,266] | | | [added: | |] $ | [removed: 28,216] [added: 32,753] | |

| Cost of products sold | [removed: 7,439] | | [added: 15,387] | | [removed: 7,718] | | | | [removed: 7,042] [added: 7,439] | | | [added: | | | 7,718 | | |]

| Selling, general and administrative | [removed: 6,942] | | [added: 11,299] | | [removed: 7,399] | | | | [removed: 6,295] [added: 6,942] | | | [added: | | | 7,399 | | |]

| Research and development | [removed: 6,407] | | [added: 6,557] | | [removed: 10,329] | | | | [removed: 5,007] [added: 6,407] | | | [added: | | | 10,329 | | |]

| Acquired in-process research and development | [removed: 385] | | [added: 1,198] | | [removed: 424] | | | | [removed: 327] [added: 385] | | | [added: | | | 424 | | |]

| Other operating [removed: expense] (income) [added: expense] | [removed: (890] | | [removed: )] [added: —] | | [removed: 500] | | | | [removed: —] [added: (890)] | | | [added: | | | 500 | | |]

| Total operating costs and expenses | [removed: 20,283] | | [added: 34,441] | | [removed: 26,370] | | | | [removed: 18,671] [added: 20,283] | | | [added: | | | 26,370 | | |]

| Operating earnings | [removed: 12,983] | | [added: 11,363] | | [removed: 6,383] | | | | [removed: 9,545] [added: 12,983] | | | [added: | | | 6,383 | | |]

| Interest expense, net | [removed: 1,509] | | [added: 2,280] | | [removed: 1,144] | | | | [removed: 1,004] [added: 1,509] | | | [added: | | | 1,144 | | |]

| Net foreign exchange loss | [removed: 42] | | [added: 71] | | [removed: 24] | | | | [removed: 348] [added: 42] | | | [added: | | | 24 | | |]

| Other expense, net | [removed: 3,006] | | [added: 5,614] | | [removed: 18] | | | | [removed: 466] [added: 3,006] | | | [added: | | | 18 | | |]

| Earnings before income tax [added: expense] | [removed: 8,426] | | [added: 3,398] | | [removed: 5,197] | | | | [removed: 7,727] [added: 8,426] | | | [added: | | | 5,197 | | |]

| Income tax expense (benefit) | [removed: 544] | | [added: (1,224)] | | [removed: (490] | | [removed: )] | | [removed: 2,418] [added: 544] | | | [added: | | | (490) | | |]

| [removed: Net earnings] [added: Net earnings] | [removed: $] | [removed: 7,882] | [added: 4,622] | | [removed: $] | [removed: 5,687] | | | [removed: $] [added: 7,882] | [removed: 5,309] | | [added: | | | 5,687 | | |]

| Per share data | | | | | | | | | | | | [added: | | | | | |]

| Basic earnings per share [added: attributable to AbbVie Inc.] | [added: | |] $ | [removed: 5.30] [added: 2.73] | | | [added: | |] $ | [removed: 3.67] [added: 5.30] | | | [added: | |] $ | [removed: 3.31] [added: 3.67] | |

| Diluted earnings per share [added: attributable to AbbVie Inc.] | [added: | |] $ | [removed: 5.28] [added: 2.72] | | | [added: | |] $ | [removed: 3.66] [added: 5.28] | | | [added: | |] $ | [removed: 3.30] [added: 3.66] | |

| Weighted-average basic shares outstanding | [removed: 1,481] | | [added: 1,667] | | [removed: 1,541] | | | | [removed: 1,596] [added: 1,481] | | | [added: | | | 1,541 | | |]

| Weighted-average diluted shares outstanding | [removed: 1,484] | | [added: 1,673] | | [removed: 1,546] | | | | [removed: 1,603] [added: 1,484] | | | [added: | | | 1,546 | | |]

| years ended December 31 (in millions) | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]

| Net earnings | [added: | |] $ | [removed: 7,882] [added: 4,622] | | | [added: | |] $ | [removed: 5,687] [added: 7,882] | | | [added: | |] $ | [removed: 5,309] [added: 5,687] | |

| Foreign currency translation adjustments, net of tax expense (benefit) of [added: $28 in 2020,] $(4) in [removed: 2019,] [added: 2019 and] $(18) in 2018 [removed: and $34 in 2017] | [removed: (98] | | [removed: )] [added: 1,511] | | [removed: (391] | | [removed: )] | | [removed: 996] [added: (98)] | | | [added: | | | (391) | | |]

| Net investment hedging activities, net of tax expense (benefit) of [added: $(221) in 2020,] $22 in [removed: 2019,] [added: 2019 and] $40 in 2018 [removed: and $(194) in 2017] | [removed: 74] | | [added: (799)] | | [removed: 138] | | | | [removed: (343] [added: 74] | | [removed: )] | [added: | | | 138 | | |]

| Pension and post-employment benefits, net of tax expense (benefit) of [added: $(47) in 2020,] $(323) in [removed: 2019,] [added: 2019 and] $35 in 2018 [removed: and $(94) in 2017] | [removed: (1,243] | | [removed: )] [added: (102)] | | [removed: 197] | | | | [removed: (406] [added: (1,243)] | | [removed: )] | [added: | | | 197 | | |]

| Marketable security activities, net of tax expense (benefit) of $— in [removed: 2019,] [added: 2020,] $— in [removed: 2018] [added: 2019] and [removed: $(8)] [added: $—] in [removed: 2017] [added: 2018] | [removed: 10] | | [added: —] | | [removed: (10] | | [removed: )] | | [removed: (46] [added: 10] | | [removed: )] | [added: | | | (10) | | |]

| Cash flow hedging activities, net of tax expense (benefit) of [added: $(23) in 2020,] $70 in [removed: 2019,] [added: 2019 and] $23 in 2018 [removed: and $(26) in 2017] | [removed: 141] | | [added: (131)] | | [removed: 313] | | | | [removed: (342] [added: 141] | | [removed: )] | [added: | | | 313 | | |]