AbbVie (ABBV) 10-K risk factor changes: FY2021 vs FY2020

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, [removed: to-date] [added: to date] has not been material, AbbVie has experienced lower [added: new patient starts in certain products and markets.]

| 15 | | | [removed: ] [added: ] \| [removed: *2020] [added: *2021] Form 10-K* | | | | | | | | |

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 Humira, which is AbbVie's largest product and had worldwide net revenues of approximately [removed: $19.8] [added: $20.7] billion in [removed: 2020,] [added: 2021,] expired in December 2016, and the equivalent European Union patent expired in the majority of European Union countries in October 2018.

| | | | | | | [removed: *2020] [added: *2021] Form 10-K* \| [removed: ] [added: ] | | | 16 | | |

[added: 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.

Humira accounted for approximately [removed: 43%] [added: 37%] of AbbVie's total net revenues in [removed: 2020.][added: 2021.]

Products that appear promising in development may fail to reach the market for numerous reasons, including failure to demonstrate effectiveness, safety concerns, superior safety or efficacy of competing therapies, failure to achieve positive clinical or pre-clinical outcomes beyond the current standards of care, [removed: inability to obtain necessary regulatory approvals or delays in the approval of new products and new indications, limited scope of approved uses, excessive costs to manufacture, the failure to obtain or maintain intellectual property rights, or infringement of the intellectual property rights of others.]

| 17 | | | [removed: ] [added: ] \| [removed: *2020] [added: *2021] Form 10-K* | | | | | | | | |

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

| | | | | | | [removed: *2020] [added: *2021] Form 10-K* \| [removed: ] [added: ] | | | 18 | | |

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 [removed: taken by such regulatory authorities.]

For example, lawsuits are pending against Allergan, AbbVie’s [removed: newly] [added: recently] 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 [removed: 3,100] [added: 3,130] matters relating to the promotion and sale of prescription opioid pain [added: relievers and additional suits may be filed.]

| 19 | | | [removed: ] [added: ] \| [removed: *2020] [added: *2021] Form 10-K* | | | | | | | | |

| | | | | | | [removed: *2020] [added: *2021] Form 10-K* \| [removed: ] [added: ] | | | 20 | | |

Net revenues outside of the United States made up approximately [removed: 24%] [added: 23%] of AbbVie's total net revenues in [removed: 2020.][added: 2021.]

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

| 21 | | | [removed: ] [added: ] \| [removed: *2020] [added: *2021] Form 10-K* | | | | | | | | |

In [removed: 2020,] [added: 2021,] three wholesale distributors (McKesson Corporation, Cardinal Health, Inc. and AmerisourceBergen Corporation) accounted for substantially all of AbbVie's [added: pharmaceutical product] sales in the United States.

| | | | | | | [removed: *2020] [added: *2021] Form 10-K* \| [removed: ] [added: ] | | | 22 | | |

[added: 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.

[removed: Data privacy or security] [added: Such] breaches [removed: by employees or others have resulted, and] may [removed: in the 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.

As of December 31, [removed: 2020,] [added: 2021,] the carrying value of AbbVie’s developed product rights and other intangible assets was [removed: $82.9] [added: $76.0] billion and the carrying value of AbbVie’s goodwill was [removed: $33.1] [added: $32.4] billion.

Failure to [removed: attract] [added: attract, develop] and retain highly qualified personnel could affect AbbVie’s ability to successfully develop and commercialize products.

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

| 23 | | | [removed: ] [added: ] \| [removed: *2020] [added: *2021] Form 10-K* | | | | | | | | |

- changes in the ability of third parties that provide information technology, accounting, human resources, payroll and other outsourced services to AbbVie to meet their contractual obligations to AbbVie; [removed: and]

| | | | | | | [removed: *2020] [added: *2021] Form 10-K* \| [removed: ] [added: ] | | | 24 | | |

Ultimately, efforts to mitigate the impact of COVID-19 may not completely prevent AbbVie's business from being adversely affected and future impacts remain uncertain.

inability to obtain necessary regulatory approvals or delays in the approval of new products and new indications, limited scope of approved uses, excessive costs to manufacture, the failure to obtain or maintain intellectual property rights, or infringement of the intellectual property rights of others.

For example, Humira competes with anti-TNF products

taken by such regulatory authorities.

Data privacy or security breaches by employees or others may in the future result in the failure of critical business operations.

- business interruptions stemming from natural disasters, such as climate change, earthquakes, hurricanes, flooding, fires, or efforts taken by third parties to prevent or mitigate such disasters; and

| | | | | | | | | | | | | |

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

new patient starts across the therapeutic portfolio.

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

A successful

relievers and additional suits may be filed.

If AbbVie

| 25 | | |  \| *2020 Form 10-K* | | | | | | | | |

This commentary should be read in conjunction with the [removed: consolidated financial statements] [added: Consolidated Financial Statements] and accompanying notes appearing in Item 8, "Financial Statements and Supplementary Data." This section of this Form 10-K generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussions of [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] 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, [removed: 2019.][added: 2020.]

[removed: The acquisition of Allergan creates] [added: AbbVie is] a [added: global,] diversified [added: research-based] biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions [removed: in key therapeutic areas of] [added: across] immunology, hematologic oncology, [removed: aesthetics,] neuroscience, [removed: eye care] [added: aesthetics] and [removed: women's health.][added: eye care.]

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

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

AbbVie has approximately [removed: 47,000] [added: 50,000] employees.

[removed: 2020] [added: 2021] Financial Results

The company's financial performance in [removed: 2020] [added: 2021] included delivering worldwide net revenues of [removed: $45.8] [added: $56.2] billion, operating earnings of [removed: $11.4] [added: $17.9] billion, diluted earnings per share of [removed: $2.72] [added: $6.45] and cash flows from operations of [removed: $17.6] [added: $22.8] billion.

Diluted earnings per share in [removed: 2020] [added: 2021] was [removed: $2.72] [added: $6.45] and included the following after-tax costs: (i) [removed: $5.7] [added: $6.4] billion [added: related to the amortization of intangible assets; (ii) $2.7 billion] for the change in fair value of contingent consideration liabilities; [removed: (ii) $4.8 billion related to the amortization of intangible assets;] (iii) [removed: $3.0 billion of Allergan acquisition and integration expenses; (iv) $1.2 billion] [added: $948 million] for acquired in-process research and development (IPR&D); [removed: and $241] [added: (iv) $500] million [added: as a result of a collaboration agreement extension with Calico Life Sciences LLC; (v) $307 million] for milestones and other research and development (R&D) [added: expenses; (vi) $253 million for charges related to litigation matters; and (vii) $215 million of acquisition and integration] expenses.

These costs were partially offset by [removed: $1.7 billion] [added: $265 million] of certain tax benefits.

In October [removed: 2020,] [added: 2021,] AbbVie's board of directors declared a quarterly cash dividend of [removed: $1.30] [added: $1.41] per share of common stock payable in February [removed: 2021.][added: 2022.]

This reflects an increase of approximately [removed: 10.2%] [added: 8.5%] over the previous quarterly dividend of [removed: $1.18] [added: $1.30] per share of common stock.

| | | | | | | [removed: *2020] [added: *2021] Form 10-K* \| [removed: ] [added: ] | | | 32 | | |

To achieve these integration objectives, AbbVie expects to incur [added: total cumulative charges of] approximately $2 billion [removed: of charges] through 2022.

These costs [removed: 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.

AbbVie [added: also] 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.

While the impact of COVID-19 on AbbVie's operations to date has not been material, AbbVie [removed: has experienced] [added: continues to experience] lower new patient starts [removed: across the therapeutic portfolio.][added: in certain products and markets.]

AbbVie expects this matter could continue to negatively impact its results of operations throughout the duration of the [removed: outbreak.][added: pandemic.]

[removed: 2021] [added: 2022] Strategic Objectives

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

In addition, AbbVie anticipates several regulatory submissions and [removed: key] data readouts from key clinical trials in the next 12 months.

- Immunology revenue growth driven by increasing market share and [removed: expanding patient access] [added: indication expansion] of Skyrizi and Rinvoq, as well as Humira U.S. sales growth.

- The favorable impact of pipeline products and indications recently approved or currently under regulatory review where approval is expected in [removed: 2021.][added: 2022.]

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

| 33 | | | [removed: ] [added: ] \| [removed: *2020] [added: *2021] Form 10-K* | | | | | | | | |

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

[removed: The safety profile was] [added: Safety data were] consistent with [removed: that] [added: the established safety profile] of [removed: previous studies] [added: Vraylar] across [removed: indications,] [added: indications] with no new safety [removed: risks detected.][added: signals identified.]

- In June [removed: 2020,] [added: 2021,] AbbVie announced [removed: top-line] [added: the] results from its Phase 3 [removed: Measure Up 1] [added: maintenance] study [removed: and, in July 2020, announced top-line results from its Phase 3 Measure Up 2 and AD Up studies] of Rinvoq [removed: for the treatment of moderate to severe atopic dermatitis (AD)] [added: in patients with UC] met [removed: all] [added: the] primary and [added: all] secondary [removed: endpoints versus placebo.][added: endpoints.]

- In [removed: August 2020,] [added: September 2021,] AbbVie submitted an sNDA to the FDA [removed: and, earlier this year, submitted] [added: and] an MAA to the EMA for Rinvoq for the treatment of [removed: adult patients] [added: adults] with [added: moderately to severely] active [removed: ankylosing spondylitis (AS).][added: UC.]

- In [removed: December 2020,] [added: February 2021,] AbbVie announced its Phase 3 [removed: U-ACHIEVE] [added: U-ACCOMPLISH] induction study of Rinvoq for the treatment of adult patients with moderate to severe ulcerative colitis [added: (UC)] met the primary and all ranked secondary endpoints.

- In January 2021, AbbVie announced that the [removed: European Commission (EC)] [added: EC] approved Rinvoq for the treatment of adults with active PsA and [removed: active AS.][added: ankylosing spondylitis (AS).]

| | | | | | | [removed: *2020] [added: *2021] Form 10-K* \| [removed: ] [added: ] | | | 34 | | |

[added: -] In February 2021, AbbVie received FDA approval of Botox for the treatment of detrusor overactivity associated with a neurological condition in certain pediatric patients 5 years of age and older.

| 35 | | | [removed: ] [added: ] \| [removed: *2020] [added: *2021] Form 10-K* | | | | | | | | |

| years ended (dollars in millions) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| United States | | | $ | [removed: 34,879] [added: 43,510] | | | | | $ | [removed: 23,907] [added: 34,879] | | | | | $ | [removed: 21,524] [added: 23,907] | | | | | [removed: 45.9] [added: 24.7] | | % | | | | [removed: 11.1] [added: 45.9] | | % | | | | [removed: 45.9] [added: 24.7] | | % | | | | [removed: 11.1] [added: 45.9] | | % |

| International | | | [removed: 10,925] [added: 12,687] | | | | | | [removed: 9,359] [added: 10,925] | | | | | | [removed: 11,229] [added: 9,359] | | | | | | [removed: 16.7] [added: 16.1] | | % | | | | [removed: (16.7)] [added: 16.7] | | % | | | | [removed: 17.8] [added: 12.6] | | % | | | | [removed: (13.6)] [added: 17.8] | | % |

| Net revenues | | | $ | [removed: 45,804] [added: 56,197] | | | | | $ | [removed: 33,266] [added: 45,804] | | | | | $ | [removed: 32,753] [added: 33,266] | | | | | [removed: 37.7] [added: 22.7] | | % | | | | [removed: 1.6] [added: 37.7] | | % | | | | [removed: 38.0] [added: 21.9] | | % | | | | [removed: 2.6] [added: 38.0] | | % |

| | | | | | | [removed: *2020] [added: *2021] Form 10-K* \| [removed: ] [added: ] | | | 36 | | |

| years ended December 31 (dollars in millions) | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

Worldwide net revenues increased by 23% on a reported basis and 22% on a constant currency basis, reflecting growth across its immunology, hematologic oncology, neuroscience, aesthetics and eye care portfolios as well as a full period of Allergan results in 2021 compared to the prior year.

The integration plan is expected to realize approximately $2.5 billion of annual cost synergies in 2022.

In response to the ongoing public health crisis posed by COVID-19, AbbVie continues to focus on ensuring the safety of employees.

Throughout the pandemic, AbbVie has followed health and safety guidance from state and local health authorities and implemented safety measures for those employees who are returning to the workplace.

The extent to which COVID-19 may impact AbbVie's financial condition and results of operations remains uncertain and is dependent on numerous evolving factors, including the measures being taken by authorities to mitigate against the spread of COVID-19, the emergence of new variants and the availability and successful administration of effective vaccines.

- Hematologic oncology revenue growth driven by increasing market share and indication expansion of Venclexta, as well as maintaining the strong leadership position of Imbruvica.

- Aesthetics revenue growth driven by global expansion and increasing market penetration of Botox and Juvederm Collection.

- Neuroscience revenue growth driven by Vraylar, Botox Therapeutic, Ubrelvy and recently launched Qulipta.

- Sustaining eye care leadership by maximizing AbbVie's current eye care portfolio.

- In April 2021, AbbVie received U.S. Food and Drug Administration (FDA) approval of Skyrizi in a single dose pre-filled syringe and pre-filled pen.

This approval will reduce the number of injections administered per treatment.

- In June 2021, AbbVie announced top-line results from its Phase 3 FORTIFY study for Skyrizi in patients with moderate to severe Crohn’s disease met the co-primary endpoints.

- In September 2021, AbbVie submitted a supplemental New Drug Application (sNDA) to the FDA for Skyrizi for the treatment of patients 16 years and older with moderate to severe Crohn’s disease.

- In November 2021, AbbVie submitted a marketing authorization application (MAA) to the European Medicines Agency (EMA) for Skyrizi for the treatment of patients 16 years or older with moderate to severe active Crohn's disease who have had inadequate response, lost response or were intolerant to conventional or biologic therapy.

- In November 2021, AbbVie announced that the European Commission (EC) approved Skyrizi alone or in combination with methotrexate for the treatment of active PsA in adults who have had an inadequate response or who have been intolerant to one or more disease-modifying antirheumatic drugs.

- In January 2022, AbbVie announced that the FDA approved Skyrizi for the treatment of adults with active PsA.

- In June 2021, AbbVie announced the FDA will not meet the Prescription Drug User Fee Act action dates for the sNDA of Rinvoq for the treatment of adults with active AS.

No formal regulatory action has been taken on the sNDA for Rinvoq in AS.

*•*In August 2021, AbbVie announced that the EC approved Rinvoq for the treatment of moderate to severe atopic dermatitis (AD) in adults and adolescents 12 years and older who are candidates for systemic therapy.

- In October 2021, AbbVie announced the results from Study 1 of the Phase 3 SELECT-AXIS 2 clinical trial for Rinvoq in patients with active AS and inadequate response to biologic disease-modifying antirheumatic drugs met the primary and all ranked secondary endpoints.

*•*In October 2021, AbbVie announced the results from Study 2 of the Phase 3 SELECT-AXIS 2 clinical trial for Rinvoq in adults with non-radiographic axial spondyloarthritis met the primary and 12 of 14 ranked secondary endpoints.

*•*In December 2021, AbbVie announced top-line results from its Phase 3 U-EXCEED induction study for Rinvoq in patients with moderate to severe Crohn's disease who had an inadequate response or were intolerant to biologic therapy met the primary and key secondary endpoints.

- In December 2021, AbbVie announced an update to the U.S. Prescribing Information and Medication Guide for Rinvoq for the treatment of adults with moderate to severe rheumatoid arthritis (RA).

This update follows a Drug Safety Communication (DSC) issued by the FDA in September 2021 based on its final review of the post-marketing study evaluating another JAK inhibitor (tofacitinib) in patients with RA.

The DSC and this label update apply to the class of systematically administered FDA-approved JAK inhibitors for the treatment of RA and other inflammatory diseases.

Based on this class-wide update, the U.S. label for Rinvoq will now include additional information about risks within the Boxed Warnings and Warnings Precautions sections.

The indication has also been updated to be indicated for the treatment of adults with moderately to severely active RA who have had an inadequate response or intolerance to one or more tumor necrosis factor (TNF) blockers.

- In December 2021, AbbVie announced that the FDA approved Rinvoq for the treatment of adults with active PsA who have had an inadequate response or intolerance to one or more TNF blockers.

*•*In January 2022, AbbVie announced its submission of an sNDA to the FDA and an MAA to the EMA for Rinvoq for the treatment of adults with active nr-axSpA with objective signs of inflammation who have responded inadequately to nonsteroidal anti-inflammatory drugs.

*•*In January 2022, AbbVie announced that the FDA approved Rinvoq for the treatment of moderate to severe AD in adults and children 12 years of age and older whose disease did not respond to previous treatment and is not well controlled with other pills or injections, including biologic medicines, or when use of other pills or injections is not recommended.

- In February 2022, AbbVie was notified that the EC is requesting the EMA to assess safety concerns associated with JAK inhibitor products authorized in inflammatory diseases and to evaluate the impact of these events on their benefit-risk balance.

The assessment covers all JAK inhibitors approved for use in inflammatory diseases.

The request is for an opinion from the EMA by September 30, 2022.

- In June 2021, AbbVie announced results from its Phase 3 GLOW study comparing the efficacy and safety of Imbruvica in combination with Venclexta versus chlorambucil plus obinutuzumab for first-line treatment in patients with chronic lymphocytic leukemia (CLL) or small lymphocytic lymphoma met its primary endpoint.

- In May 2021, AbbVie received European Commission approval for Venclyxto in combination with a hypomethylating agent for patients with newly diagnosed acute myeloid leukemia (AML) who are ineligible for intensive chemotherapy.

- In July 2021, AbbVie announced that the FDA granted Breakthrough Therapy Designation to Venclexta in combination with azacitidine for the potential treatment of adult patients with previously untreated intermediate-, high- and very high-risk myelodysplastic syndromes.

Teliso-V

- In January 2022, AbbVie announced that the FDA granted Breakthrough Therapy Designation to investigational telisotuzumab vedotin (Teliso-V) for the treatment of patients with advanced/metastatic epidermal growth factor receptor wild type, nonsquamous non-small cell lung cancer with high levels of c-Met overexpression whose disease has progressed on or after platinum-based therapy.

Qulipta

- In September 2021, AbbVie announced that the FDA approved Qulipta (atogepant) for the preventive treatment of episodic migraine in adults.

AbbVie is a global, research-based biopharmaceutical company formed in 2013 following separation from Abbott Laboratories (Abbott).

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

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.

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

Worldwide net revenues increased by 38% on a reported basis and on a constant currency basis, which included $10.3 billion of contributed revenues from the Allergan acquisition, growth in the immunology portfolio from Skyrizi, Rinvoq and the continued strength of Humira in the U.S. as well as revenue growth from Imbruvica and Venclexta.

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.

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.

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

- Hematologic oncology revenue growth from both Imbruvica and Venclexta.

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

- Effective management of Humira international biosimilar erosion.

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

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

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

Results from the SELECT-PsA 1 study, which evaluated Rinvoq versus placebo in patients who did not adequately respond to treatment with one or more non-biologic disease-modifying anti-rheumatic drugs (DMARDs), showed that both doses of Rinvoq met the primary and key secondary endpoints.

- 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 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 April 2020, AbbVie received FDA approval for the use of Imbruvica in combination with rituximab for the treatment of previously untreated patients with chronic lymphocytic leukemia (CLL) or small lymphocytic lymphoma (SLL).

- In August 2020, the EC granted marketing authorization for Imbruvica in combination with rituximab for the treatment of adult patients with previously untreated CLL.

- In February 2020, AbbVie announced that the Phase 3 VIALE-C trial of Venclexta in combination with low-dose cytarabine in newly-diagnosed patients with acute myeloid leukemia (AML) did not meet its primary endpoint.

- In March 2020, AbbVie announced that top-line results from its Phase 3 VIALE-A trial of Venclexta in combination with azacitidine in patients with AML met its primary endpoints.

- In March 2020, AbbVie received EC approval of Venclyxto in combination with obinutuzumab for patients with previously untreated CLL.

- In June 2020, AbbVie submitted an MAA to the EMA for Venclyxto for the treatment of patients with AML.

- In October 2020, AbbVie received FDA full approval of Venclexta for the treatment of patients with AML.

The approval is supported by data from a series of trials including the Phase 3 VIALE-A and VIALE-C studies.

*Aesthetics*

Juvederm Collection

- In June 2020, AbbVie received FDA approval of Juvederm Voluma XC for the augmentation of the chin region to improve the chin profile in adults over the age of 21.

- In June 2020, the FDA accepted the company's supplemental Biologics License Application (sBLA) to expand the Botox prescribing information for the treatment of detrusor (bladder muscle) overactivity associated with an underlying neurologic condition in certain pediatric patients.

- In July 2020, AbbVie received FDA approval of Botox for the treatment of lower limb spasticity caused by cerebral palsy in pediatric patients over the age of 2.

Atogepant

- In July 2020, AbbVie announced that the Phase 3 ADVANCE trial evaluating atogepant, an orally administered calcitonin gene-related peptide receptor antagonist, for migraine prevention met its primary endpoint for all doses (10mg, 30mg, and 60mg) compared to placebo, all secondary endpoints with 30mg and 60mg doses, and four out of six secondary endpoints with the 10mg dose.

- In January 2021, AbbVie submitted a New Drug Application to the FDA for atogepant for the prevention of episodic migraine.

Elezanumab

- In September 2020, AbbVie announced that the FDA granted Orphan Drug and Fast Track designations for elezanumab, an investigational treatment for patients following spinal cord injury.

*Virology/Liver Disease*

AbbVie's primary net foreign currency exposures are the Euro, Japanese yen, Canadian [removed: dollar] [added: dollar, Chinese yuan] and British pound.

The following table reflects the total foreign currency forward exchange contracts outstanding at December 31, [removed: 2020] [added: 2021] and [removed: 2019:][added: 2020:]

| Japanese yen | | | [removed: 837] [added: 602] | | | | | | [removed: 103.9] [added: 113.3] | | | | | | [removed: (7)] [added: 9] | | | | | | [removed: 820] [added: 837] | | | | | | [removed: 108.7] [added: 103.9] | | | | | | [removed: —] [added: (7)] | | |

| Canadian dollar | | | [removed: 591] [added: 571] | | | | | | [removed: 1.328] [added: 1.258] | | | | | | [removed: (23)] [added: 9] | | | | | | [removed: 504] [added: 591] | | | | | | [removed: 1.324] [added: 1.328] | | | | | | [removed: (6)] [added: (23)] | | |

| British pound | | | [removed: 275] [added: 605] | | | | | | [removed: 1.341] [added: 1.331] | | | | | | [removed: 3] [added: 9] | | | | | | [removed: 427] [added: 275] | | | | | | [removed: 1.305] [added: 1.341] | | | | | | [removed: (6)] [added: 3] | | |

| All other currencies | | | [removed: 1,706] [added: 1,549] | | | | | | n/a | | | | | | [removed: (15)] [added: 5] | | | | | | [removed: 1,508] [added: 1,459] | | | | | | n/a | | | | | | [removed: (10)] [added: (14)] | | |

| Total | | | $ | [removed: 11,227] [added: 14,253] | | | | | | | | | | | $ | [removed: (81)] [added: 226] | | | | | $ | [removed: 9,476] [added: 11,227] | | | | | | | | | | | $ | [removed: (34)] [added: (81)] | |

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: $1.14] [added: $1.4] billion at December 31, [removed: 2020.][added: 2021.]

As of December 31, [removed: 2020,] [added: 2021,] the company has [removed: €6.6] [added: €5.9] billion aggregate principal amount of unsecured senior Euro notes outstanding, which are exposed to foreign currency risk.

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: $111] [added: $244] million at December 31, [removed: 2020.][added: 2021.]

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: $5.7] [added: $5.0] billion at December 31, [removed: 2020.][added: 2021.]

| [removed: 47] | | | [removed:  \| *2020 Form 10-K*] | | | [added: *2021 Form 10-K* \| ] | | | [added: 48] | | |

| | | | 2021 | | | | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | |

| Euro | | | $ | 10,253 | | | | | 1.155 | | | | | | $ | 195 | | | | | $ | 7,818 | | | | | 1.213 | | | | | | $ | (39) | |

| Chinese yuan | | | 673 | | | | | | 6.400 | | | | | | (1) | | | | | | 247 | | | | | | 6.584 | | | | | | (1) | | |

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

| Euro | | | $ | 7,818 | | | | | 1.213 | | | | | | $ | (39) | | | | | $ | 6,217 | | | | | 1.116 | | | | | | $ | (12) | |

[removed: The acquisition of Allergan creates] [added: AbbVie(1) is] a [added: global,] diversified [added: research-based] biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions [removed: in key therapeutic areas of] [added: across] immunology, hematologic oncology, [removed: aesthetics,] neuroscience, [removed: eye care] [added: aesthetics] and [removed: women's health.][added: eye care.]

| 1 | | | [removed: ] [added: ] \| [removed: *2020] [added: *2021] Form 10-K* | | | | | | | | |

| Pediatric ulcerative colitis (moderate to severe) | | | | | | [added: U.S., Canada,] European Union | | |

| Pediatric uveitis | | | | | | [added: North America,] European Union | | |

Humira is sold in numerous other markets worldwide, including Japan, China, Brazil and Australia, and accounted for approximately [removed: 43%] [added: 37%] of AbbVie's total net revenues in [removed: 2020.][added: 2021.]

It is a biologic therapy administered as a quarterly subcutaneous injection following [removed: an] [added: two] induction [removed: dose.][added: doses.]

Skyrizi is approved in the United States, [removed: Canada] [added: Canada, Mexico] and the European Union and is indicated for the treatment of moderate to severe plaque psoriasis in adults who are candidates for systemic therapy or phototherapy.

Rinvoq (upadacitinib) is an oral, once-daily selective and reversible JAK inhibitor [removed: and] [added: that] is approved [removed: in] [added: to treat] the [removed: United States, Canada,] [added: following inflammatory diseases in North America,] Japan and the European [removed: Union.][added: Union:]

[added: In the United States,] Rinvoq is indicated for [added: both] the treatment of moderate to severe active rheumatoid [removed: arthritis] [added: arthritis, and for active psoriatic arthritis,] in adult patients who have [removed: responded inadequately to,] [added: an inadequate response] or [removed: who are intolerant] [added: intolerance] to one or more [removed: disease-modifying anti-rheumatic drugs (DMARDs).][added: TNF blockers.]

| | | | | | | [removed: *2020] [added: *2021] Form 10-K* \| [removed: ] [added: ] | | | 2 | | |

*Imbruvica.* Imbruvica (ibrutinib) is an oral, once-daily therapy that inhibits a protein called Bruton's tyrosine [removed: kinase (BTK).][added: kinase.]

Imbruvica currently is approved for the treatment of adult patients [removed: with:][added: with blood cancers such as chronic lymphocytic leukemia (CLL), as well as certain forms of non-Hodgkin lymphoma.]

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

In addition, Venclexta is approved in combination with azacitidine, or decitabine, or low-dose cytarabine to treat adults with newly-diagnosed acute myeloid leukemia [removed: (AML)] who are 75 years of age or older or have other medical conditions that prevent the use of standard chemotherapy.

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

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

Having received its initial [removed: U.S. Food and Drug Administration (FDA)] [added: 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.

[removed: *Juvederm Collection.*] [added: *The Juvederm Collection of Fillers.*] The Juvederm Collection [added: of Fillers] is a portfolio of hyaluronic acid-based dermal fillers with a variety of approved indications in the U.S. and in [removed: all] other major markets around the world to [added: augment or] 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 [removed: line,] [added: line] and [removed: DiamondGlow.][added: DiamondGlow dermabrasion technology.]

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

- [removed: For the treatment of urinary] [added: Urinary] incontinence due to detrusor overactivity associated with a neurologic condition (e.g., spinal cord injury, multiple sclerosis) in adults who have an inadequate response to or are intolerant of an anticholinergic medication.

- [removed: For the prophylaxis] [added: Prophylaxis] of headaches in adult patients with chronic migraine (≥ 15 days per month with headache lasting 4 hours a day or longer).

| 3 | | | [removed: ] [added: ] \| [removed: *2020] [added: *2021] Form 10-K* | | | | | | | | |

- [removed: For the treatment of spasticity] [added: Spasticity] in patients 2 years of age and older.

- [removed: For the treatment of adults with cervical] [added: Cervical] dystonia [added: in adults] to reduce the severity of abnormal head position and neck pain associated with cervical dystonia.

- [removed: For the treatment of strabismus] [added: Strabismus] and blepharospasm associated with dystonia, including benign essential blepharospasm or VII nerve disorders in patients 12 years of age and older.

- [removed: For the treatment of severe] [added: Severe] primary axillary hyperhidrosis that is inadequately managed with topical agents.

- Focal spasticity associated with dynamic equinus foot deformity due to spasticity in ambulant pediatric cerebral palsy [removed: patients, two] [added: patients 2] years of age or older.

Its D3 binding profile may be linked to observed improvements in the negative symptoms of schizophrenia and to antidepressant effects in [removed: Bipolar] [added: bipolar] I [removed: disorder.][added: disorder (bipolar depression).]

Vraylar is indicated for acute and maintenance treatment of schizophrenia in adults, acute treatment of manic or mixed episodes associated with bipolar disorder in adults and acute treatment of depressive episodes associated with bipolar I disorder [removed: (bipolar depression)] in adults.

Lumigan is sold in the United States and numerous markets around the world, while Ganfort is approved in the [removed: EU] [added: European Union] and some markets in South America, the Middle [removed: East,] [added: East] and Asia.

*Alphagan/Combigan.* Alphagan (brimonidine tartrate ophthalmic solution) is an alpha-adrenergic receptor agonist indicated for the reduction of elevated [removed: intraocular pressure (IOP)] [added: IOP] in patients with open-angle glaucoma or ocular hypertension.

Combigan (brimonidine tartrate/timolol maleate ophthalmic solution) is approved for reducing elevated [removed: intraocular pressure (IOP)] [added: IOP] in patients with glaucoma who require additional or adjunctive IOP-lowering therapy.

Restasis is approved in the United States and a number of other markets in South America, the Middle [removed: East,] [added: East] and Asia.

*Other eye care.* Other eye care products include Xen, Durysta, [removed: Ozurdex] [added: Ozurdex, Refresh/Optive] and [removed: Refresh/Optive.][added: Vuity.]

| | | | | | | [removed: *2020] [added: *2021] Form 10-K* \| [removed: ] [added: ] | | | 4 | | |

[added: 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.

Outside the United States, Orilissa is also launched in [removed: Canada and Puerto Rico.][added: Canada.]

Oriahnn (elagolix, [removed: estradiol,] [added: estradiol] and norethindrone acetate capsules; elagolix capsules) is a combination prescription medicine used to control heavy menstrual bleeding related to uterine fibroids in women before menopause.

Other key products. AbbVie’s other key products include, among other things, treatments for patients with hepatitis C virus (HCV), metabolic and hormone products that target a number of conditions, including exocrine pancreatic insufficiency and hypothyroidism, as well as endocrinology products for the palliative treatment of advanced prostate [removed: cancer, treatment of endometriosis and central precocious puberty and for the preoperative treatment of patients with anemia caused by uterine fibroids.]

As COVID-19 continues to have an impact worldwide, AbbVie is focused on the health and safety of its employees, health care professionals and patients and communities.

In the continued operation of its business, AbbVie has followed health and safety guidance from relevant health authorities, managed manufacturing and supply chain resources and monitored closely its clinical trial sites.

See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Impact of the Coronavirus Disease 2019 (COVID-19)."

In the United States and the European Union, Skyrizi is additionally approved for the treatment of active psoriatic arthritis in adult patients who have an inadequate response or intolerance to disease-modifying antirheumatic drugs (DMARDs).

| | | | | | | | | |

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

| Condition | | | | | | Principal Markets | | |

| Rheumatoid arthritis (moderate to severe) | | | | | | North America, European Union, Japan | | |

| Psoriatic arthritis | | | | | | U.S., Canada, European Union, Japan | | |

| Ankylosing spondylitis | | | | | | European Union | | |

| Atopic dermatitis (moderate to severe) | | | | | | U.S., Canada, European Union, Japan | | |

It is also indicated for the treatment of moderate to severe atopic dermatitis in adults and children 12 years of age and older whose disease is not adequately controlled with other systemic drug products, including biologics, or when use of those therapies are inadvisable.

*Other neuroscience.* Other neuroscience products include Qulipta (atogepant), which is indicated for preventive treatment of episodic migraine in adults.

cancer, treatment of endometriosis and central precocious puberty and for the preoperative treatment of patients with anemia caused by uterine fibroids.

and biologics.

Specific conditions of use approved for

Despite the disruption to the global supply chain caused by COVID-19, AbbVie has continued to supply patients with no material supply impact, except for the previously-disclosed near-term supply issues impacting Lupron.

Given the general increased global volatility due to the pandemic, AbbVie is monitoring and taking actions to mitigate potential supply shortages which may impact the fulfillment of product demand.

- Phase 2— tests different doses of the drug in a disease state in order to assess efficacy.

Compliance with regulatory requirements is assured through periodic, announced or unannounced inspections by the FDA and other regulatory authorities, and these inspections associated with clinical development may include the sponsor, investigator sites, laboratories, hospitals and manufacturing facilities of AbbVie's subcontractors or other third-party manufacturers.

Failure to comply with applicable regulatory requirements can result in enforcement action by the FDA, including rejection of an NDA or BLA.

In

In addition, the foundation to AbbVie's leadership pipeline is the company's Professional Development

In 2021, AbbVie reiterated its commitment to racial equality and social justice by, among other things, expanding its employee matching program to $3-to-$1 for donations to civil rights nonprofits fostering racial equity and by reaffirming its commitment to clinical trial diversity.

Additional information about AbbVie's efforts on racial equality and social justice is provided on the company's website at: https://abbvie.com/our-company/equality-inclusion-diversity/our-commitment-to-racial-justice.html.

AbbVie(1) is a global, research-based biopharmaceutical company.

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

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.

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.

_______________________________________________________________________________

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 may be used as monotherapy or in combination with methotrexate.

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).

- Chronic lymphocytic leukemia (CLL)/Small lymphocytic lymphoma (SLL) and CLL/SLL with 17p deletion;

- Mantle cell lymphoma (MCL) who have received at least one prior therapy*;

- Waldenström’s macroglobulinemia (WM);

- Marginal zone lymphoma (MZL) who require systemic therapy and have received at least one prior anti-CD20-based therapy*; and

- Chronic graft versus host disease (cGVHD) after failure of one or more lines of systemic therapy.

* Accelerated approval was granted for this indication based on overall response rate.

Continued approval for this indication may be contingent upon verification of clinical benefit in confirmatory trials.

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

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

The FDA approved Orilissa under priority review.

Administration results in

It is the only hormonal IUS (Intrauterine System) approved in the U.S. for up to six years of pregnancy prevention.

AbbVie's commercial rights to the sale and distribution of Synagis outside of the United States will revert to AstraZeneca upon the expiry of the current agreement in 2021.

In the United States,

Other than the Lupron near-term supply issue which has impacted availability of certain formulations, AbbVie has not experienced any recent significant availability problems or supply shortages that impacted fulfillment of product demand.

- Phase 2—tests the drug's efficacy against the disease in a relatively small group of patients.

AbbVie also recently introduced additional development support to senior leaders who are managing increased integration and operational complexity following the transformational acquisition of Allergan.

In 2020, AbbVie reiterated its commitment to racial equality and social justice by appointing two additional senior level positions to drive change and awareness company-wide and taking deliberate steps to ensure AbbVie leads by example in promoting racial equity, as further described on the company's website at: https://www.abbvie.com/our-company/our-principles/our-commitment-to-racial-justice.html.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

The aggregate market value of the [removed: 1,747,782,344] [added: 1,751,117,802] 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: 2020),] [added: 2021),] was [removed: $171,597,270,533.][added: $197,245,909,217.]

Portions of the [removed: 2021] [added: 2022] AbbVie Inc. Proxy Statement are incorporated by reference into Part III.

The Definitive Proxy Statement will be filed on or about March [removed: 22, 2021.][added: 21, 2022.]

FOR THE YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

| Item 1. | | | [removed: [BUSINESS](#i93d05d2c0e474630bb4c1d6d48ed4446_13)] [added: [BUSINESS](#i1293eb1bca8b4a9faecfc0731a3b171e_13)] | | | [removed: [1](#i93d05d2c0e474630bb4c1d6d48ed4446_13)] [added: [1](#i1293eb1bca8b4a9faecfc0731a3b171e_13)] | | |

| Item 1A. | | | [RISK [removed: FACTORS](#i93d05d2c0e474630bb4c1d6d48ed4446_16)] [added: FACTORS](#i1293eb1bca8b4a9faecfc0731a3b171e_16)] | | | [removed: [15](#i93d05d2c0e474630bb4c1d6d48ed4446_16)] [added: [15](#i1293eb1bca8b4a9faecfc0731a3b171e_16)] | | |

| Item 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i93d05d2c0e474630bb4c1d6d48ed4446_22)] [added: COMMENTS](#i1293eb1bca8b4a9faecfc0731a3b171e_22)] | | | [removed: [26](#i93d05d2c0e474630bb4c1d6d48ed4446_22)] [added: [25](#i1293eb1bca8b4a9faecfc0731a3b171e_22)] | | |

| Item 2. | | | [removed: [PROPERTIES](#i93d05d2c0e474630bb4c1d6d48ed4446_25)] [added: [PROPERTIES](#i1293eb1bca8b4a9faecfc0731a3b171e_25)] | | | [removed: [26](#i93d05d2c0e474630bb4c1d6d48ed4446_25)] [added: [25](#i1293eb1bca8b4a9faecfc0731a3b171e_25)] | | |

| Item 3. | | | [LEGAL [removed: PROCEEDINGS](#i93d05d2c0e474630bb4c1d6d48ed4446_28)] [added: PROCEEDINGS](#i1293eb1bca8b4a9faecfc0731a3b171e_28)] | | | [removed: [27](#i93d05d2c0e474630bb4c1d6d48ed4446_28)] [added: [26](#i1293eb1bca8b4a9faecfc0731a3b171e_28)] | | |

| Item 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i93d05d2c0e474630bb4c1d6d48ed4446_31)] [added: DISCLOSURES](#i1293eb1bca8b4a9faecfc0731a3b171e_31)] | | | [removed: [27](#i93d05d2c0e474630bb4c1d6d48ed4446_31)] [added: [26](#i1293eb1bca8b4a9faecfc0731a3b171e_31)] | | |

| | | | [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#i93d05d2c0e474630bb4c1d6d48ed4446_34)] [added: OFFICERS](#i1293eb1bca8b4a9faecfc0731a3b171e_34)] | | | [removed: [28](#i93d05d2c0e474630bb4c1d6d48ed4446_34)] [added: [27](#i1293eb1bca8b4a9faecfc0731a3b171e_34)] | | |

| Item 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i93d05d2c0e474630bb4c1d6d48ed4446_40)] [added: SECURITIES](#i1293eb1bca8b4a9faecfc0731a3b171e_40)] | | | [removed: [30](#i93d05d2c0e474630bb4c1d6d48ed4446_40)] [added: [29](#i1293eb1bca8b4a9faecfc0731a3b171e_40)] | | |

| Item 6. | | | [removed: [\[RESERVED\]](#i93d05d2c0e474630bb4c1d6d48ed4446_2429)] [added: [\[RESERVED\]](#i1293eb1bca8b4a9faecfc0731a3b171e_43)] | | | [removed: [31](#i93d05d2c0e474630bb4c1d6d48ed4446_2429)] [added: [31](#i1293eb1bca8b4a9faecfc0731a3b171e_43)] | | |

| Item 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i93d05d2c0e474630bb4c1d6d48ed4446_46)] [added: OPERATIONS](#i1293eb1bca8b4a9faecfc0731a3b171e_49)] | | | [removed: [32](#i93d05d2c0e474630bb4c1d6d48ed4446_46)] [added: [32](#i1293eb1bca8b4a9faecfc0731a3b171e_49)] | | |

| Item 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i93d05d2c0e474630bb4c1d6d48ed4446_88)] [added: RISK](#i1293eb1bca8b4a9faecfc0731a3b171e_91)] | | | [removed: [47](#i93d05d2c0e474630bb4c1d6d48ed4446_88)] [added: [48](#i1293eb1bca8b4a9faecfc0731a3b171e_91)] | | |

| Item 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i93d05d2c0e474630bb4c1d6d48ed4446_91)] [added: DATA](#i1293eb1bca8b4a9faecfc0731a3b171e_94)] | | | [removed: [48](#i93d05d2c0e474630bb4c1d6d48ed4446_91)] [added: [49](#i1293eb1bca8b4a9faecfc0731a3b171e_94)] | | |

| Item 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i93d05d2c0e474630bb4c1d6d48ed4446_199)] [added: DISCLOSURE](#i1293eb1bca8b4a9faecfc0731a3b171e_193)] | | | [removed: [100](#i93d05d2c0e474630bb4c1d6d48ed4446_199)] [added: [103](#i1293eb1bca8b4a9faecfc0731a3b171e_193)] | | |

| Item 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i93d05d2c0e474630bb4c1d6d48ed4446_202)] [added: PROCEDURES](#i1293eb1bca8b4a9faecfc0731a3b171e_196)] | | | [removed: [100](#i93d05d2c0e474630bb4c1d6d48ed4446_202)] [added: [103](#i1293eb1bca8b4a9faecfc0731a3b171e_196)] | | |

| Item 9B. | | | [OTHER [removed: INFORMATION](#i93d05d2c0e474630bb4c1d6d48ed4446_208)] [added: INFORMATION](#i1293eb1bca8b4a9faecfc0731a3b171e_202)] | | | [removed: [102](#i93d05d2c0e474630bb4c1d6d48ed4446_208)] [added: [105](#i1293eb1bca8b4a9faecfc0731a3b171e_202)] | | |

| Item 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i93d05d2c0e474630bb4c1d6d48ed4446_214)] [added: GOVERNANCE](#i1293eb1bca8b4a9faecfc0731a3b171e_208)] | | | [removed: [103](#i93d05d2c0e474630bb4c1d6d48ed4446_214)] [added: [106](#i1293eb1bca8b4a9faecfc0731a3b171e_208)] | | |

| Item 11. | | | [EXECUTIVE [removed: COMPENSATION](#i93d05d2c0e474630bb4c1d6d48ed4446_217)] [added: COMPENSATION](#i1293eb1bca8b4a9faecfc0731a3b171e_211)] | | | [removed: [103](#i93d05d2c0e474630bb4c1d6d48ed4446_217)] [added: [106](#i1293eb1bca8b4a9faecfc0731a3b171e_211)] | | |

| Item 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i93d05d2c0e474630bb4c1d6d48ed4446_220)] [added: MATTERS](#i1293eb1bca8b4a9faecfc0731a3b171e_214)] | | | [removed: [104](#i93d05d2c0e474630bb4c1d6d48ed4446_220)] [added: [107](#i1293eb1bca8b4a9faecfc0731a3b171e_214)] | | |

| Item 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i93d05d2c0e474630bb4c1d6d48ed4446_223)] [added: INDEPENDENCE](#i1293eb1bca8b4a9faecfc0731a3b171e_217)] | | | [removed: [104](#i93d05d2c0e474630bb4c1d6d48ed4446_223)] [added: [107](#i1293eb1bca8b4a9faecfc0731a3b171e_217)] | | |

| Item 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#i93d05d2c0e474630bb4c1d6d48ed4446_226)] [added: SERVICES](#i1293eb1bca8b4a9faecfc0731a3b171e_220)] | | | [removed: [104](#i93d05d2c0e474630bb4c1d6d48ed4446_226)] [added: [107](#i1293eb1bca8b4a9faecfc0731a3b171e_220)] | | |

| Item 15. | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#i93d05d2c0e474630bb4c1d6d48ed4446_232)] [added: SCHEDULES](#i1293eb1bca8b4a9faecfc0731a3b171e_226)] | | | [removed: [105](#i93d05d2c0e474630bb4c1d6d48ed4446_232)] [added: [108](#i1293eb1bca8b4a9faecfc0731a3b171e_226)] | | |

| Item 16. | | | [FORM 10-K [removed: SUMMARY](#i93d05d2c0e474630bb4c1d6d48ed4446_235)] [added: SUMMARY](#i1293eb1bca8b4a9faecfc0731a3b171e_229)] | | | [removed: [109](#i93d05d2c0e474630bb4c1d6d48ed4446_235)] [added: [112](#i1293eb1bca8b4a9faecfc0731a3b171e_229)] | | |

Number of common shares outstanding as of January 31, 2022: 1,768,753,829

| [PART I](#i1293eb1bca8b4a9faecfc0731a3b171e_10) | | | | | | | | |

| [PART II](#i1293eb1bca8b4a9faecfc0731a3b171e_37) | | | | | | | | |

| [PART III](#i1293eb1bca8b4a9faecfc0731a3b171e_205) | | | | | | | | |

| [PART IV](#i1293eb1bca8b4a9faecfc0731a3b171e_223) | | | | | | | | |

| | | | [SIGNATURES](#i1293eb1bca8b4a9faecfc0731a3b171e_232) | | | [113](#i1293eb1bca8b4a9faecfc0731a3b171e_232) | | |

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

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

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

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

| [PART III](#i93d05d2c0e474630bb4c1d6d48ed4446_211) | | | | | | | | |

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

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

AbbVie's [added: significant] manufacturing facilities are in the following locations:

| Dublin, California* | | | | | | [removed: Guarulhos, Brazil] [added: Singapore*] | | |

| [removed: Irvine,] [added: Campbell,] California | | | | | | Ludwigshafen, Germany | | |

| North Chicago, Illinois | | | | | | [removed: Pringy, France] [added: Westport, Ireland*] | | |

| Waco, Texas | | | | | | [removed: Singapore*] | | |

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

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

AbbVie believes its facilities are suitable and provide adequate production [removed: capacity.][added: capacity for its current and projected operations.]

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

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

| [added: 25] | | | [added:  \| *2021 Form 10-K*] | | | [removed: *2020 Form 10-K* \| ] | | | [removed: 26] | | |

As of December 31, 2021, AbbVie owns or leases approximately 645 facilities worldwide, containing an aggregate of approximately 20 million square feet of floor space dedicated to production, distribution, and administration.

| Branchburg, New Jersey* | | | | | | La Aurora, Costa Rica | | |

| Cincinnati, Ohio | | | | | | Pringy, France | | |

| Irvine, California | | | | | | Sligo, Ireland | | |

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

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

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

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

In addition to the above, AbbVie has other manufacturing facilities worldwide.

| [removed: 27] | | | [removed:  \| *2020 Form 10-K*] | | | [added: *2021 Form 10-K* \| ] | | | [added: 26] | | |

| Richard A. Gonzalez | | | | | | [removed: 67] [added: 68] | | | | | | Chairman of the Board and Chief Executive Officer | | |

| Michael E. Severino, M.D. | | | | | | [removed: 55] [added: 56] | | | | | | Vice Chairman and President | | |

| Laura J. Schumacher | | | | | | [removed: 57] [added: 58] | | | | | | Vice Chairman, External Affairs and Chief Legal Officer | | |

| Henry O. Gosebruch | | | | | | [removed: 48] [added: 49] | | | | | | Executive Vice President, Chief Strategy Officer | | |

| Robert A. Michael | | | | | | [removed: 50] [added: 51] | | | | | | [removed: Executive] Vice [removed: President,] [added: Chairman, Finance and Commercial Operations and] Chief Financial Officer | | |

| Timothy J. Richmond | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President, Chief Human Resources Officer | | |

| Azita Saleki-Gerhardt, Ph.D. | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Operations | | |

| Jeffrey R. Stewart | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President, [added: Chief] Commercial [removed: Operations] [added: Officer] | | |

| Thomas J. Hudson, M.D. | | | | | | [removed: 59] [added: 60] | | | | | | Senior Vice President, Research & Development and Chief Scientific Officer | | |

| Elaine K. Sorg | | | | | | [removed: 54] [added: 55] | | | | | | Senior Vice President, U.S. Commercial Operations | | |

| Carrie Strom | | | | | | [removed: 43] [added: 44] | | | | | | Senior Vice President, AbbVie and President, Global Allergan Aesthetics | | |

| Brian L. Durkin | | | | | | [removed: 60] [added: 61] | | | | | | Vice President, Controller | | |

Dr. Severino is AbbVie’s Vice Chairman and President, responsible for research and [removed: development, human resources, operations,] [added: development] and the corporate strategy office.

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

Mr. [removed: Michael] [added: Stewart] is AbbVie’s Executive Vice President, Chief [removed: Financial] [added: Commercial] Officer.

Mr. Michael previously served as [added: Executive Vice President, Chief Financial Officer from 2019 to 2021, as] Senior Vice President, Chief Financial Officer from [removed: October] 2018 to [removed: July] 2019, and as Vice President, Controller from [removed: March] 2017 to [removed: October] 2018.

| [added: 27] | | | [added:  \| *2021 Form 10-K*] | | | [removed: *2020 Form 10-K* \| ] | | | [removed: 28] | | |

| [removed: 29] | | | [removed:  \| *2020 Form 10-K*] | | | [added: *2021 Form 10-K* \| ] | | | [added: 28] | | |

Mr. Michael is AbbVie’s Vice Chairman, Finance and Commercial Operations and Chief Financial Officer.

Mr. Stewart is AbbVie’s Executive Vice President, Commercial Operations.

There were [removed: 47,754] [added: 46,139] stockholders of record of AbbVie common stock as of January 31, [removed: 2021.][added: 2022.]

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: 2015] [added: 2016] through December 31, [removed: 2020.][added: 2021.]

This graph assumes $100 was invested in AbbVie common stock and each index on December 31, [removed: 2015] [added: 2016] and also assumes the reinvestment of dividends.

[removed: ][added: ]

| [added: 29] | | | [added:  \| *2021 Form 10-K*] | | | [removed: *2020 Form 10-K* \| ] | | | [removed: 30] | | |

On October [removed: 30, 2020,] [added: 29, 2021,] AbbVie's board of directors declared an increase in the quarterly cash dividend from [removed: $1.18] [added: $1.30] per share to [removed: $1.30] [added: $1.41] per share, payable on February [removed: 16, 2021] [added: 15, 2022] to stockholders of record as of January [removed: 15, 2021.][added: 14, 2022.]

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: 4,783] [added: 3,808] in October; [removed: 945] [added: 845] in November; and [removed: 866] [added: 24,473] in December.

| October 1, 2021 - October 31, 2021 | | | 3,808 | | | (1) | | | $ | 108.90 | | (1) | | | — | | | | | | $ | 2,643,316,927 | | | | |

| November 1, 2021 - November 30, 2021 | | | 845 | | | (1) | | | $ | 116.08 | | (1) | | | — | | | | | | $ | 2,643,316,927 | | | | |

| December 1, 2021 - December 31, 2021 | | | 904,176 | | | (1) | | | $ | 136.23 | | (1) | | | 879,703 | | | | | | $ | 2,523,316,993 | | | | |

| Total | | | 908,829 | | | (1) | | | $ | 136.10 | | (1) | | | 879,703 | | | | | | $ | 2,523,316,993 | | | | |

| | | | | | | | | | | | | |

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

| | | | | | | *2021 Form 10-K* \|  | | | 30 | | |

| 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 | | | | |

| 31 | | | [removed: ] [added: ] \| [removed: *2020] [added: *2021] Form 10-K* | | | | | | | | |

| [Consolidated Statements of [removed: Earnings](#i93d05d2c0e474630bb4c1d6d48ed4446_94)] [added: Earnings](#i1293eb1bca8b4a9faecfc0731a3b171e_97)] | | | [removed: [49](#i93d05d2c0e474630bb4c1d6d48ed4446_94)] [added: [50](#i1293eb1bca8b4a9faecfc0731a3b171e_97)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i93d05d2c0e474630bb4c1d6d48ed4446_97)] [added: Income](#i1293eb1bca8b4a9faecfc0731a3b171e_100)] | | | [removed: [50](#i93d05d2c0e474630bb4c1d6d48ed4446_97)] [added: [51](#i1293eb1bca8b4a9faecfc0731a3b171e_100)] | | |

| [Consolidated Balance [removed: Sheets](#i93d05d2c0e474630bb4c1d6d48ed4446_103)] [added: Sheets](#i1293eb1bca8b4a9faecfc0731a3b171e_103)] | | | [removed: [51](#i93d05d2c0e474630bb4c1d6d48ed4446_103)] [added: [52](#i1293eb1bca8b4a9faecfc0731a3b171e_103)] | | |

| [Consolidated Statements of [removed: Equity](#i93d05d2c0e474630bb4c1d6d48ed4446_109)] [added: Equity](#i1293eb1bca8b4a9faecfc0731a3b171e_106)] | | | [removed: [52](#i93d05d2c0e474630bb4c1d6d48ed4446_109)] [added: [53](#i1293eb1bca8b4a9faecfc0731a3b171e_106)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i93d05d2c0e474630bb4c1d6d48ed4446_112)] [added: Flows](#i1293eb1bca8b4a9faecfc0731a3b171e_109)] | | | [removed: [53](#i93d05d2c0e474630bb4c1d6d48ed4446_112)] [added: [54](#i1293eb1bca8b4a9faecfc0731a3b171e_109)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i93d05d2c0e474630bb4c1d6d48ed4446_115)] [added: Statements](#i1293eb1bca8b4a9faecfc0731a3b171e_112)] | | | [removed: [54](#i93d05d2c0e474630bb4c1d6d48ed4446_115)] [added: [55](#i1293eb1bca8b4a9faecfc0731a3b171e_112)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i93d05d2c0e474630bb4c1d6d48ed4446_193)] [added: Firm (PC](#i1293eb1bca8b4a9faecfc0731a3b171e_190)[AOB ID:](#i1293eb1bca8b4a9faecfc0731a3b171e_190) [](#i1293eb1bca8b4a9faecfc0731a3b171e_190)42)] | | | [removed: [96](#i93d05d2c0e474630bb4c1d6d48ed4446_193)] [added: [100](#i1293eb1bca8b4a9faecfc0731a3b171e_190)] | | |

| [added: 49] | | | [added:  \| *2021 Form 10-K*] | | | [removed: *2020 Form 10-K* \| ] | | | [removed: 48] | | |

| years ended December 31 (in millions, except per share data) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net revenues | | | $ | [removed: 45,804] [added: 56,197] | | | | | $ | [removed: 33,266] [added: 45,804] | | | | | $ | [removed: 32,753] [added: 33,266] | |

| Cost of products sold | | | [removed: 15,387] [added: 17,446] | | | | | | [removed: 7,439] [added: 15,387] | | | | | | [removed: 7,718] [added: 7,439] | | |

| Selling, general and administrative | | | [removed: 11,299] [added: 12,349] | | | | | | [removed: 6,942] [added: 11,299] | | | | | | [removed: 7,399] [added: 6,942] | | |

| Research and development | | | [removed: 6,557] [added: 7,084] | | | | | | [removed: 6,407] [added: 6,557] | | | | | | [removed: 10,329] [added: 6,407] | | |

| Acquired in-process research and development | | | [removed: 1,198] [added: 962] | | | | | | [removed: 385] [added: 1,198] | | | | | | [removed: 424] [added: 385] | | |

| Other operating [removed: (income)] expense [added: (income), net] | | | [removed: —] [added: 432] | | | | | | [removed: (890)] [added: —] | | | | | | [removed: 500] [added: (890)] | | |

| Total operating costs and expenses | | | [removed: 34,441] [added: 38,273] | | | | | | [removed: 20,283] [added: 34,441] | | | | | | [removed: 26,370] [added: 20,283] | | |

| Operating earnings | | | [removed: 11,363] [added: 17,924] | | | | | | [removed: 12,983] [added: 11,363] | | | | | | [removed: 6,383] [added: 12,983] | | |

| Interest expense, net | | | [removed: 2,280] [added: 2,384] | | | | | | [removed: 1,509] [added: 2,280] | | | | | | [removed: 1,144] [added: 1,509] | | |

| Net foreign exchange loss | | | [removed: 71] [added: 51] | | | | | | [removed: 42] [added: 71] | | | | | | [removed: 24] [added: 42] | | |

| Other expense, net | | | [removed: 5,614] [added: 2,500] | | | | | | [removed: 3,006] [added: 5,614] | | | | | | [removed: 18] [added: 3,006] | | |

| Earnings before income tax expense | | | [removed: 3,398] [added: 12,989] | | | | | | [removed: 8,426] [added: 3,398] | | | | | | [removed: 5,197] [added: 8,426] | | |

| Income tax expense (benefit) | | | [removed: (1,224)] [added: 1,440] | | | | | | [removed: 544] [added: (1,224)] | | | | | | [removed: (490)] [added: 544] | | |

| Net earnings | | | [removed: 4,622] [added: 11,549] | | | | | | [removed: 7,882] [added: 4,622] | | | | | | [removed: 5,687] [added: 7,882] | | |

| Net earnings attributable to noncontrolling interest | | | [removed: 6] [added: 7] | | | | | | [removed: —] [added: 6] | | | | | | — | | |

| Net earnings attributable to AbbVie Inc. | | | $ | [removed: 4,616] [added: 11,542] | | | | | $ | [removed: 7,882] [added: 4,616] | | | | | $ | [removed: 5,687] [added: 7,882] | |

| Basic earnings per share attributable to AbbVie Inc. | | | $ | [removed: 2.73] [added: 6.48] | | | | | $ | [removed: 5.30] [added: 2.73] | | | | | $ | [removed: 3.67] [added: 5.30] | |

| Diluted earnings per share attributable to AbbVie Inc. | | | $ | [removed: 2.72] [added: 6.45] | | | | | $ | [removed: 5.28] [added: 2.72] | | | | | $ | [removed: 3.66] [added: 5.28] | |

| Weighted-average basic shares outstanding | | | [removed: 1,667] [added: 1,770] | | | | | | [removed: 1,481] [added: 1,667] | | | | | | [removed: 1,541] [added: 1,481] | | |

| Weighted-average diluted shares outstanding | | | [removed: 1,673] [added: 1,777] | | | | | | [removed: 1,484] [added: 1,673] | | | | | | [removed: 1,546] [added: 1,484] | | |

| [removed: 49] | | | [removed:  \| *2020 Form 10-K*] | | | [added: *2021 Form 10-K* \| ] | | | [added: 50] | | |

| years ended December 31 (in millions) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net earnings | | | $ | [removed: 4,622] [added: 11,549] | | | | | $ | [removed: 7,882] [added: 4,622] | | | | | $ | [removed: 5,687] [added: 7,882] | |

| Foreign currency translation adjustments, net of tax expense (benefit) of [added: $(35) in 2021,] $28 in [removed: 2020,] [added: 2020 and] $(4) in 2019 [removed: and $(18) in 2018] | | | [removed: 1,511] [added: (1,153)] | | | | | | [removed: (98)] [added: 1,511] | | | | | | [removed: (391)] [added: (98)] | | |

| Net investment hedging activities, net of tax expense (benefit) of [added: $193 in 2021,] $(221) in [removed: 2020,] [added: 2020 and] $22 in 2019 [removed: and $40 in 2018] | | | [removed: (799)] [added: 699] | | | | | | [removed: 74] [added: (799)] | | | | | | [removed: 138] [added: 74] | | |

| Pension and post-employment benefits, net of tax expense (benefit) of [added: $124 in 2021,] $(47) in [removed: 2020,] [added: 2020 and] $(323) in 2019 [removed: and $35 in 2018] | | | [removed: (102)] [added: 521] | | | | | | [removed: (1,243)] [added: (102)] | | | | | | [removed: 197] [added: (1,243)] | | |

| Marketable security activities, net of tax expense (benefit) of $— in [removed: 2020,] [added: 2021,] $— in [removed: 2019] [added: 2020] and $— in [removed: 2018] [added: 2019] | | | — | | | | | | [removed: 10] [added: —] | | | | | | [removed: (10)] [added: 10] | | |

| Cash flow hedging activities, net of tax expense (benefit) of [added: $20 in 2021,] $(23) in [removed: 2020,] [added: 2020 and] $70 in 2019 [removed: and $23 in 2018] | | | [removed: (131)] [added: 151] | | | | | | [removed: 141] [added: (131)] | | | | | | [removed: 313] [added: 141] | | |

| Other comprehensive income (loss) | | | $ | [removed: 479] [added: 218] | | | | | $ | [removed: (1,116)] [added: 479] | | | | | $ | [removed: 247] [added: (1,116)] | |

| Comprehensive income | | | [removed: 5,101] [added: 11,767] | | | | | | [removed: 6,766] [added: 5,101] | | | | | | [removed: 5,934] [added: 6,766] | | |

| Comprehensive income attributable to noncontrolling interest | | | [removed: 6] [added: 7] | | | | | | [removed: —] [added: 6] | | | | | | — | | |

| Change in noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7 | | | | | | 7 | | |

| Balance at December 31, 2021 | | | 1,768 | | | | | | $ | 18 | | | | | $ | (3,143) | | | | | $ | 18,305 | | | | | $ | 3,127 | | | | | $ | (2,899) | | | | | $ | 28 | | | | | $ | 15,436 | |

| Stemcentrx impairment | | | — | | | | | | — | | | | | | 1,030 | | |

Rebate amounts are

The use of alternative estimates and assumptions could increase or decrease

| Definite-lived intangible assets | | | 68,190 | | |

| Goodwill | | | 16,432 | | |

In the fourth quarter of 2021, AbbVie recovered certain acquisition-related regulatory fees totaling $401 million which was recorded as a reduction to SG&A expenses in the consolidated statement of earnings for the year ended December 31, 2021.

Acquisition of Soliton, Inc.

In December 2021, AbbVie completed its previously announced acquisition of Soliton, Inc. (Soliton).

Soliton's RESONIC (Rapid Acoustic Pulse device) has U.S. Food and Drug Administration (FDA) 510(k) clearance for the long-term improvement in the appearance of cellulite up to one year.

The transaction was accounted for as a business combination using the acquisition method of accounting.

Total consideration transferred allocated to the purchase price consisted of cash consideration of $535 million paid to holders of Soliton common stock, equity-based awards and warrants.

As of the transaction date, AbbVie acquired $407 million of intangible assets for developed product rights and assumed deferred tax liabilities totaling $63 million.

Other assets and liabilities were insignificant.

The acquisition resulted in the recognition of $177 million of goodwill which is not deductible for tax purposes.

product rights.

This is the second collaboration extension and builds on the partnership established in 2014 and extended in 2018.

AbbVie’s contribution is payable in two equal installments beginning in 2023.

*TeneoOne and TNB-383B*

In September 2021, AbbVie acquired TeneoOne, an affiliate of Teneobio, Inc., and TNB-383B, a BCMA-targeting immunotherapeutic for the potential treatment of relapsed or refractory multiple myeloma (R/R MM).

In February 2019, AbbVie and TeneoOne entered a strategic transaction to develop and commercialize TNB-383B, a bispecific antibody that simultaneously targets BCMA and CD3 and is designed to direct the body's own immune system to target and kill BCMA-expressing tumor cells.

AbbVie exercised its exclusive right to acquire TeneoOne and TNB-383B based on an interim analysis of an ongoing Phase 1 study and accounted for the transaction as an asset acquisition.

Under the terms of the agreement, AbbVie made an exercise payment of $400 million which was recorded to IPR&D in the consolidated statement of earnings in the third quarter of 2021.

The agreement also included additional payments of up to $250 million upon the achievement of certain development, regulatory and commercial milestones.

*REGENXBIO Inc.*

In September 2021, AbbVie and REGENXBIO Inc. (REGENXBIO) entered into a collaboration to develop and commercialize RGX-314, an investigational gene therapy for wet age-related macular degeneration, diabetic retinopathy and other chronic retinal diseases.

The collaboration provides AbbVie with an exclusive global license to develop and commercialize RGX-314.

REGENXBIO will be responsible for completion of ongoing trials, AbbVie and REGENXBIO will collaborate and share costs of additional trials, and AbbVie will lead the clinical development and commercialization of RGX-314 globally.

REGENXBIO and AbbVie will share equally in pre-tax profits from net revenues of RGX-314 in the U.S. and AbbVie will pay REGENXBIO tiered royalties on net revenues outside the U.S. Upon closing in the fourth quarter of 2021, AbbVie made an upfront payment of $370 million to exclusively license RGX-314 which was recorded to IPR&D in the consolidated statement of earnings for the year ended December 31, 2021.

The agreement also included additional payments of up to $1.4 billion upon the achievement of certain development, regulatory and commercial milestones.

In addition, I-Mab will be eligible to receive up to $1.7 billion upon the achievement of certain clinical development, regulatory and

| Additions(b) | | | 177 | | |

| Measurement period adjustments(c) | | | (564) | | |

| Balance as of December 31, 2021 | | | $ | 32,379 | |

(b)Goodwill additions related to the acquisition of Soliton in the fourth quarter of 2021 (see Note 5).

(c)Measurement period adjustments recorded in 2021 related to the acquisition of Allergan (see Note 5).

In 2021, AbbVie also reclassified $1.0 billion of indefinite-lived research and development intangible assets to developed product rights upon receiving certain regulatory approvals for Vuity, Qulipta, and HArmonyCa.

Indefinite-lived intangible assets as of December 31, 2021 primarily relate to the acquisition of Allergan.

| Charges | | | 65 | | | | | | | | | 461 | | |

| | | | | | | | | | | | |

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

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Balance at December 31, 2017 | | | 1,592 | | | | | | $ | 18 | | | | | $ | (11,923) | | | | | $ | 14,270 | | | | | $ | 5,459 | | | | | $ | (2,727) | | | | | $ | — | | | | | $ | 5,097 | |

| Adoption of new accounting standards(a) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,733) | | | | | | — | | | | | | — | | | | | | (1,733) | | |

(a)Adoption of new accounting standards primarily includes the cumulative-effect adjustment of Accounting Standards Update (ASU) No. 2016-16, *Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory*.

| Intangible asset impairment | | | — | | | | | | 1,030 | | | | | | 5,070 | | |

Investments in

The allowance for credit losses reflects the best estimate of future losses over the contractual life of outstanding accounts receivable and is determined on the basis of historical experience, specific allowances for known troubled accounts, other currently available information including customer financial condition, and both current and forecasted economic conditions.

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

readily determinable.

These costs include initial payments incurred prior to

ASU No. 2016-13

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, *Financial Instruments - Credit Losses (Topic 326)*.

The standard changes how credit losses are measured for most financial assets and certain other instruments.

For trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, the standard requires the use of a new forward-looking "expected credit loss" model that generally will result in the earlier recognition of allowances for losses.

For available-for-sale debt securities with unrealized losses, the standard now requires allowances to be recorded instead of reducing the amortized cost of the investment.

Upon adoption of the standard, accounts receivable are stated at amortized cost less allowance for credit losses.

The allowance for credit losses was $262 million at December 31, 2020.

There were no significant changes in credit loss risk factors that impacted the company's recorded allowance during 2020.

*Recent Accounting Pronouncements Not Yet Adopted*

The standard will be effective for AbbVie starting with the first quarter of 2021.

AbbVie has completed its assessment of the new standard and concluded that the adoption will not have a material impact on its consolidated financial statements.

The measurement period adjustments primarily resulted from revised future cash flow estimates for certain intangible assets and completing valuations of property and equipment.

These measurement period adjustments have been reflected in the table below.

Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of intangible assets, goodwill and income taxes among other items.

The completion of the valuation will occur no later than one year from the acquisition date.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

| Developed product rights | | | 67,330 | | |

| Goodwill | | | 16,996 | | |

participant expectations of the cash flows an asset would generate over its remaining useful life.

| | | | | | | | | | | | | | | |

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

HArmonyCa is currently commercially available in Israel and Brazil and AbbVie will continue to develop this product for its international and U.S. markets.

As of the

In connection with the other

expenses and global development costs as part of R&D expenses, net of Genentech’s share.

Changes in internal control over financial reporting. There were no changes in AbbVie's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, AbbVie's internal control over financial reporting during the quarter ended December 31, [removed: 2020.][added: 2021.]

Management assessed the effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on that assessment, management concluded that AbbVie maintained effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

The effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report below, which expresses an unqualified opinion on the effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

| [added: 103] | | | [added:  \| *2021 Form 10-K*] | | | [removed: *2020 Form 10-K* \| ] | | | [removed: 100] | | |

We have audited AbbVie Inc. and subsidiaries' internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, AbbVie Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of AbbVie Inc. and subsidiaries as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and our report dated February [removed: 19, 2021] [added: 18, 2022] expressed an unqualified opinion thereon.

| [removed: 101] | | | [removed:  \| *2020 Form 10-K*] | | | [added: *2021 Form 10-K* \| ] | | | [added: 104] | | |

February 18, 2022

February 19, 2021

| [added: 105] | | | [added:  \| *2021 Form 10-K*] | | | [removed: *2020 Form 10-K* \| ] | | | [removed: 102] | | |

Incorporated herein by reference are "Information Concerning Director Nominees," "The Board of Directors and its Committees—Committees of the Board of Directors," and "Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting" to be included in the [removed: 2021] [added: 2022] AbbVie Inc. Proxy Statement.

The [removed: 2021] [added: 2022] Definitive Proxy Statement will be filed on or about March [removed: 22, 2021.][added: 21, 2022.]

The material to be included in the [removed: 2021] [added: 2022] AbbVie Inc. Proxy Statement under the headings "Director Compensation," "Executive Compensation," and "Compensation Committee Report" is incorporated herein by reference.

The [removed: 2021] [added: 2022] Definitive Proxy Statement will be filed on or about March [removed: 22, 2021.][added: 21, 2022.]

| [removed: 103] | | | [removed:  \| *2020 Form 10-K*] | | | [added: *2021 Form 10-K* \| ] | | | [added: 106] | | |

The following table presents information as of December 31, [removed: 2020] [added: 2021] about AbbVie's equity compensation plans under which AbbVie common stock has been authorized for issuance:

(1)Includes [removed: 377,583] [added: 138,085] shares issuable under AbbVie's Incentive Stock Program pursuant to awards granted by Abbott and adjusted into AbbVie awards in connection with AbbVie's separation from Abbott.

(3)Excludes shares issuable upon the exercise of stock options and pursuant to other rights granted under the Stemcentrx 2011 Equity Incentive Plan, which was assumed by AbbVie upon the consummation of its acquisition of Stemcentrx, Inc. As of December 31, [removed: 2020, 77,467] [added: 2021, 44,912] options remained outstanding under this plan.

The options have a weighted-average exercise price of [removed: $16.55.][added: $17.63.]

*(b)Information Concerning Security Ownership.* Incorporated herein by reference is the material under the heading "Securities Ownership—Securities Ownership of Executive Officers and Directors" in the [removed: 2021] [added: 2022] AbbVie Inc. Proxy Statement.

The [removed: 2021] [added: 2022] Definitive Proxy Statement will be filed on or about March [removed: 22, 2021.][added: 21, 2022.]

| Equity compensation plans approved by security holders | | | 27,264,327 | | | | | | $ | 81.98 | | | | | 74,075,427 | | |

| Total | | | 27,264,327 | | | | | | $ | 81.98 | | | | | 74,075,427 | | |

| Equity compensation plans approved by security holders | | | 31,608,617 | | | | | | $ | 73.90 | | | | | 36,857,294 | | |

| Total | | | 31,608,617 | | | | | | $ | 73.90 | | | | | 36,857,294 | | |

The material to be included in the [removed: 2021] [added: 2022] AbbVie Inc. Proxy Statement under the headings "The Board of Directors and its Committees," "Corporate Governance Materials," and "Procedures for Approval of Related Person Transactions" is incorporated herein by reference.

The [removed: 2021] [added: 2022] Definitive Proxy Statement will be filed on or about March [removed: 22, 2021.][added: 21, 2022.]

The material to be included in the [removed: 2021] [added: 2022] AbbVie Inc. Proxy Statement under the headings "Audit Fees and Non-Audit Fees" and "Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm" is incorporated herein by reference.

The [removed: 2021] [added: 2022] Definitive Proxy Statement will be filed on or about March [removed: 22, 2021.][added: 21, 2022.]

| [added: 107] | | | [added:  \| *2021 Form 10-K*] | | | [removed: *2020 Form 10-K* \| ] | | | [removed: 104] | | |

| Exhibit Number | | | | | | Exhibit Description | | | [added: | | |]

| [2.1](http://www.sec.gov/Archives/edgar/data/1551152/000110465919037446/a19-12093_1ex2d1.htm) | | | | | | [*Transaction Agreement, dated as of June 25, 2019, between AbbVie Inc., Allergan plc and Venice Subsidiary, LLC (incorporated by reference to Exhibit 2.1 of the company’s Current Report on Form 8-K filed on June 25, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000110465919037446/a19-12093_1ex2d1.htm) | | | [added: | | |]

| [2.2](http://www.sec.gov/Archives/edgar/data/1551152/000110465919037446/a19-12093_1ex2d2.htm) | | | | | | [*Appendix III to the Rule 2.5 Announcement, dated as of June 25, 2019 (Conditions Appendix) (incorporated by reference to Exhibit 2.2 of the company’s Current Report on Form 8-K filed on June 25, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000110465919037446/a19-12093_1ex2d2.htm) | | | [added: | | |]

| [2.3](http://www.sec.gov/Archives/edgar/data/1551152/000110465919037446/a19-12093_1ex2d3.htm) | | | | | | [*Expenses Reimbursement Agreement, dated as of June 25, 2019, between AbbVie Inc. and Allergan plc (incorporated by reference to Exhibit 2.3 of the company’s Current Report on Form 8-K filed on June 25, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000110465919037446/a19-12093_1ex2d3.htm) | | | [added: | | |]

| [2.4](http://www.sec.gov/Archives/edgar/data/1551152/000155115220000015/abbv-20200331xex21.htm) | | | | | | [*Amendment to the Transaction Agreement, dated as of May 5, 2020, between AbbVie Inc., Allergan plc and Venice Subsidiary, LLC (incorporated by reference to Exhibit 2.1 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020).](http://www.sec.gov/Archives/edgar/data/1551152/000155115220000015/abbv-20200331xex21.htm) | | | [added: | | |]

| [3.1](http://www.sec.gov/Archives/edgar/data/1551152/000104746913000017/a2212291zex-3_1.htm) | | | | | | [*Amended and Restated Certificate of Incorporation of AbbVie Inc. (incorporated by reference to Exhibit 3.1 of the company's Current Report on Form 8-K filed on January 2, 2013).](http://www.sec.gov/Archives/edgar/data/1551152/000104746913000017/a2212291zex-3_1.htm) | | | [added: | | |]

| [3.2](http://www.sec.gov/Archives/edgar/data/1551152/000110465919055567/tm19205582_ex3-1.htm) | | | | | | [*Amended and Restated By-Laws of AbbVie Inc. (incorporated by reference to Exhibit 3.1 of the company's Current Report on Form 8-K filed on October 22, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000110465919055567/tm19205582_ex3-1.htm) | | | [added: | | |]

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1551152/000155115221000008/abbv-20201231xex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex41.htm)] | | | | | | [Description of the company’s securities registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1551152/000155115221000008/abbv-20201231xex41.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex41.htm)] | | | [added: | | |]

| [4.2](http://www.sec.gov/Archives/edgar/data/1551152/000104746912010673/a2211869zex-4_1.htm) | | | | | | [*Indenture dated as of November 8, 2012 between AbbVie Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of Amendment No. 5 to the company's Registration Statement on Form 10 filed on November 16, 2012).](http://www.sec.gov/Archives/edgar/data/1551152/000104746912010673/a2211869zex-4_1.htm) | | | [added: | | |]

| [4.3](http://www.sec.gov/Archives/edgar/data/1551152/000104746912010673/a2211869zex-4_2.htm) | | | | | | [*Supplemental Indenture No. 1 dated as of November 8, 2012 among AbbVie Inc. and U.S. Bank National Association, including forms of notes (incorporated by reference to Exhibit 4.2 of Amendment No. 5 to the company's Registration Statement on Form 10 filed on November 16, 2012).](http://www.sec.gov/Archives/edgar/data/1551152/000104746912010673/a2211869zex-4_2.htm) | | | [added: | | |]

| [4.4](http://www.sec.gov/Archives/edgar/data/1551152/000110465915037934/a15-10708_4ex4d1.htm) | | | | | | [*Supplemental Indenture No. 2 dated May 14, 2015, between AbbVie Inc. and U.S. Bank National Association, as trustee, including forms of notes (incorporated by reference to Exhibit 4.1 of the company's Current Report on Form 8-K filed on May 14, 2015).](http://www.sec.gov/Archives/edgar/data/1551152/000110465915037934/a15-10708_4ex4d1.htm) | | | [added: | | |]

| [4.5](http://www.sec.gov/Archives/edgar/data/1551152/000110465916120300/a16-10664_3ex4d1.htm) | | | | | | [*Supplemental Indenture No. 3 dated May 12, 2016, between AbbVie Inc. and U.S. Bank National Association, as trustee, including forms of notes (incorporated by reference to Exhibit 4.1 of the company’s Current Report on Form 8-K filed on May 12, 2016).](http://www.sec.gov/Archives/edgar/data/1551152/000110465916120300/a16-10664_3ex4d1.htm) | | | [added: | | |]

| [4.6](http://www.sec.gov/Archives/edgar/data/1551152/000110465916157845/a16-21418_4ex4d1.htm) | | | | | | [*Supplemental Indenture No. 4, dated as of November 17, 2016, among AbbVie Inc., U.S. Bank National Association, as trustee, Elavon Financial Services DAC, U.K. Branch, as paying agent and Elavon Financial Services DAC, as transfer agent and registrar, including forms of notes (incorporated by reference to Exhibit 4.1 of the company's Current Report on Form 8-K filed on November 17, 2016).](http://www.sec.gov/Archives/edgar/data/1551152/000110465916157845/a16-21418_4ex4d1.htm) | | | [added: | | |]

| [4.7](http://www.sec.gov/Archives/edgar/data/1551152/000110465918057447/a18-27129_5ex4d2.htm) | | | | | | [*Supplemental Indenture No. 5, dated September 18, 2018, between AbbVie Inc. and U.S. Bank National Association, as trustee, including forms of notes (incorporated by reference to Exhibit 4.2 of the company’s Current Report on Form 8-K filed on September 18, 2018).](http://www.sec.gov/Archives/edgar/data/1551152/000110465918057447/a18-27129_5ex4d2.htm) | | | [added: | | |]

| [removed: 105] | | | [removed:  \| *2020 Form 10-K*] | | | [added: *2021 Form 10-K* \| ] | | | [added: 108] | | |

| Exhibit Number | | | | | | Exhibit Description | | | [added: | | |]

| [4.8](http://www.sec.gov/Archives/edgar/data/1551152/000141057819001438/tv530006_ex4-2.htm) | | | | | | [*Supplemental Indenture No. 6, dated September 26, 2019, among AbbVie Inc., U.S. Bank National Association, as trustee, transfer agent and registrar, and Elavon Financial Services DAC, UK Branch, as paying agent, including forms of notes (incorporated by reference to Exhibit 4.2 of the company’s Current Report on Form 8-K filed on September 26, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000141057819001438/tv530006_ex4-2.htm) | | | [added: | | |]

| [4.9](http://www.sec.gov/Archives/edgar/data/1551152/000110465919067264/tm1923664d1_ex4-2.htm) | | | | | | [*Supplemental Indenture No. 7, dated November 21, 2019, by and between AbbVie Inc. and U.S. Bank National Association, as trustee, including forms of notes (incorporated by reference to Exhibit 4.2 of the company’s Current Report on Form 8-K filed on November 26, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000110465919067264/tm1923664d1_ex4-2.htm) | | | [added: | | |]

| [4.10](http://www.sec.gov/Archives/edgar/data/1551152/000110465920061621/tm2019527d2_ex4-2.htm) | | | | | | [*Supplemental Indenture No. 8, dated May 14, 2020, by and between AbbVie Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the company's Current Report on Form 8-K filed on May 14, 2020).](http://www.sec.gov/Archives/edgar/data/1551152/000110465920061621/tm2019527d2_ex4-2.htm) | | | [added: | | |]

| [4.11](http://www.sec.gov/Archives/edgar/data/1551152/000110465920061621/tm2019527d2_ex4-15.htm) | | | | | | [*Supplemental Indenture No. 9, dated May 14, 2020, among AbbVie Inc., U.S. Bank and National Association, as trustee, transfer agent and registrar, and Elavon Financial Services DAC, U.K. Branch, as paying agent (incorporated by reference to Exhibit 4.15 of the company's Current Report on Form 8-K filed on May 14, 2020).](http://www.sec.gov/Archives/edgar/data/1551152/000110465920061621/tm2019527d2_ex4-15.htm) | | | [added: | | |]

| [4.12](http://www.sec.gov/Archives/edgar/data/1551152/000110465916157845/a16-21418_4ex4d2.htm) | | | | | | [*Agency Agreement, dated as of November 17, 2016, among AbbVie Inc., U.S. Bank National Association, as trustee, Elavon Financial Services DAC, U.K. Branch, as paying agent and Elavon Financial Services DAC, as transfer agent and registrar (incorporated by reference to Exhibit 4.2 of the company's Current Report on Form 8-K filed on November 17, 2016).](http://www.sec.gov/Archives/edgar/data/1551152/000110465916157845/a16-21418_4ex4d2.htm) | | | [added: | | |]

| [4.13](http://www.sec.gov/Archives/edgar/data/1551152/000141057819001438/tv530006_ex4-3.htm) | | | | | | [*Agency Agreement, dated September 26, 2019, among AbbVie Inc., U.S. Bank National Association, as trustee, transfer agent and registrar, and Elavon Financial Services DAC, U.K. Branch, as paying agent (incorporated by reference to Exhibit 4.3 of the company’s Current Report on Form 8-K filed on September 26, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000141057819001438/tv530006_ex4-3.htm) | | | [added: | | |]

| [4.14](http://www.sec.gov/Archives/edgar/data/1551152/000110465919067264/tm1923664d1_ex4-13.htm) | | | | | | [*Registration Rights Agreement, dated November 21, 2019, among AbbVie Inc. and Morgan Stanley & Co. LLC, BofA Securities, Inc. and Barclays Capital Inc. (acting for themselves and as representatives of the several initial purchasers) (incorporated by reference to Exhibit 4.13 of the company’s Current Report on Form 8-K filed on November 26, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000110465919067264/tm1923664d1_ex4-13.htm) | | | [added: | | |]

| [4.15](http://www.sec.gov/Archives/edgar/data/1551152/000110465920061621/tm2019527d2_ex4-16.htm) | | | | | | [*Agency Agreement, dated May 14, 2020, among AbbVie Inc., U.S. Bank National Association, as trustee, transfer agent and registrar, and Elavon Financial Services DAC, U.K. Branch, as paying agent and calculation agent (incorporated by reference to Exhibit 4.16 of the company’s Current Report on Form 8-K filed on May 14, 2020).](http://www.sec.gov/Archives/edgar/data/1551152/000110465920061621/tm2019527d2_ex4-16.htm) | | | [added: | | |]

| [4.16](http://www.sec.gov/Archives/edgar/data/1551152/000110465920061621/tm2019527d2_ex4-23.htm) | | | | | | [*Registration Rights Agreement, dated May 14, 2020, among AbbVie Inc. and Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 4.23 of the company’s Current Report on Form 8-K filed on May 14, 2020).](http://www.sec.gov/Archives/edgar/data/1551152/000110465920061621/tm2019527d2_ex4-23.htm) | | | [added: | | |]

| [10.1](https://www.sec.gov/Archives/edgar/data/1551152/000104746912010673/a2211869zex-10_13.htm) | | | | | | [*Form of Agreement Regarding Change in Control by and between AbbVie Inc. and its named executive officers (incorporated by reference to Exhibit 10.13 of Amendment No. 5 to the Company's Registration Statement on Form 10 filed on November 16, 2012).](http://www.sec.gov/Archives/edgar/data/1551152/000104746912010673/a2211869zex-10_13.htm) | | | [added: | | |]

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1551152/000104746913002852/a2213188zdef14a.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1551152/000155837021003318/tmb-20210507xdef14a.htm)] | | | | | | [*AbbVie 2013 [added: Amended and Restated] Incentive Stock Program (incorporated by reference to [removed: Exhibit A] [added: Appendix C] to the AbbVie Inc. Definitive Proxy Statement on Schedule 14A dated March [removed: 15, 2013).](http://www.sec.gov/Archives/edgar/data/1551152/000104746913002852/a2213188zdef14a.htm)] [added: 22, 2021).](https://www.sec.gov/Archives/edgar/data/1551152/000155837021003318/tmb-20210507xdef14a.htm)[*](https://www.sec.gov/Archives/edgar/data/1551152/000155837021003318/tmb-20210507xdef14a.htm)[*](https://www.sec.gov/Archives/edgar/data/1551152/000155837021003318/tmb-20210507xdef14a.htm)] | | | [added: | | |]

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1551152/000155115219000023/abbv-20190630xex105.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1551152/000155115219000016/abbv-20190331xex103.htm)] | | | | | | [removed: [*AbbVie] [added: [*Form of AbbVie] Inc. [removed: 2013 Incentive Stock Program Second Amendment] [added: Non-Employee Director RSU Agreement (US)] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.3] of the company’s Quarterly Report on Form 10-Q for the quarterly period ended [removed: June 30, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000155115219000023/abbv-20190630xex105.htm)] [added: March 31, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000155115219000016/abbv-20190331xex103.htm)] | | | [added: | | |]

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1551152/000104746916010239/a2227341zex-10_4.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/1551152/000155115217000004/abbv-20161231xex105.htm)] | | | | | | [*AbbVie [removed: Performance Incentive] [added: Deferred Compensation] Plan, as amended and restated (incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] of the company's Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1551152/000104746916010239/a2227341zex-10_4.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1551152/000155115217000004/abbv-20161231xex105.htm)] | | | [added: | | |]

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1551152/000155115217000004/abbv-20161231xex105.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1551152/000155115220000015/abbv-20200331xex106.htm)] | | | | | | [*AbbVie [removed: Deferred Compensation] [added: Non-Employee Directors' Fee] Plan, as amended and restated (incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] of the [removed: company's Annual] [added: company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarterly period] ended [removed: December] [added: March] 31, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1551152/000155115217000004/abbv-20161231xex105.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1551152/000155115220000015/abbv-20200331xex106.htm)] | | | [added: | | |]

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1551152/000155115219000023/abbv-20190630xex102.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1551152/000155115219000016/abbv-20190331xex102.htm)] | | | | | | [removed: [*AbbVie] [added: [*Form of AbbVie] Inc. [removed: Supplemental Pension Plan, as amended and restated] [added: Performance Share Award Agreement] (incorporated by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended [removed: June 30, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000155115219000023/abbv-20190630xex102.htm)] [added: March 31, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000155115219000016/abbv-20190331xex102.htm)] | | | [added: | | |]

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1551152/000110465913038917/a13-8735_1ex10d7.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1551152/000110465913038917/a13-8735_1ex10d7.htm)] | | | | | | [*Form of AbbVie Inc. Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013).](http://www.sec.gov/Archives/edgar/data/1551152/000110465913038917/a13-8735_1ex10d7.htm) | | | [added: | | |]

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1551152/000110465916118639/a16-6520_1ex10d1.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1551152/000155115217000016/abbv-20170331xex101.htm)] | | | | | | [*Form of AbbVie Inc. Non-Employee Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016).](http://www.sec.gov/Archives/edgar/data/1551152/000110465916118639/a16-6520_1ex10d1.htm) | | | [added: | | |]

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1551152/000110465916118639/a16-6520_1ex10d2.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1551152/000110465916118639/a16-6520_1ex10d2.htm)] | | | | | | [*Form of AbbVie Inc. Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016).](http://www.sec.gov/Archives/edgar/data/1551152/000110465916118639/a16-6520_1ex10d2.htm) | | | [added: | | |]

| [added: 109] | | | [added:  \| *2021 Form 10-K*] | | | [removed: *2020 Form 10-K* \| ] | | | [removed: 106] | | |

| Exhibit Number | | | | | | Exhibit Description | | | [added: | | |]

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1551152/000155115217000016/abbv-20170331xex101.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1551152/000155115217000016/abbv-20170331xex101.htm)] | | | | | | [*Form of AbbVie Inc. Non-Employee Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017).](http://www.sec.gov/Archives/edgar/data/1551152/000155115217000016/abbv-20170331xex101.htm) | | | [added: | | |]

| [removed: [10.12](https://www.sec.gov/Archives/edgar/data/1551152/000155115217000016/abbv-20170331xex102.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1551152/000155115217000016/abbv-20170331xex102.htm)] | | | | | | [*Form of AbbVie Inc. Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017).](http://www.sec.gov/Archives/edgar/data/1551152/000155115217000016/abbv-20170331xex102.htm) | | | [added: | | |]

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1551152/000155115218000025/abbv-20180331xex102.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/1551152/000155115220000015/abbv-20200331xex102.htm)] | | | | | | [*Form of AbbVie Inc. Performance Share Award Agreement (incorporated by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1551152/000155115218000025/abbv-20180331xex102.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1551152/000155115220000015/abbv-20200331xex102.htm)] | | | [added: | | |]

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1551152/000155115218000025/abbv-20180331xex101.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1551152/000155115219000016/abbv-20190331xex101.htm)] | | | | | | [*Form of AbbVie Inc. Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1551152/000155115218000025/abbv-20180331xex101.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000155115219000016/abbv-20190331xex101.htm)] | | | [added: | | |]

| | | | | | | | | | | | |

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

| | | | | | | | | | | | |

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

| [10.3](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex103.htm) | | | | | | [AbbVie Performance Incentive Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex103.htm) [.](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex103.htm) | | | | | |

| [10.5](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex105.htm) | | | | | | [AbbVie](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex105.htm) [Supplemental Pension Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex105.htm)[.](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex105.htm) | | | | | |

| [10.6](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex106.htm) | | | | | | [AbbVie](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex106.htm) [Supplemental Savings Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex106.htm)[. ](https://www.sec.gov/Archives/edgar/data/1551152/000155115222000007/abbv-20211231xex106.htm) | | | | | |

| | | | | | | | | | | | |

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

| | | | | | | | | | | | |

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

| | | | | | | | | |

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

| | | | | | | | | |

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

| [10.7](http://www.sec.gov/Archives/edgar/data/1551152/000104746916010239/a2227341zex-10_8.htm) | | | | | | [*AbbVie Inc. Supplemental Savings Plan, as amended and restated (incorporated by reference to Exhibit 10.8 of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015). ](http://www.sec.gov/Archives/edgar/data/1551152/000104746916010239/a2227341zex-10_8.htm) | | |

| | | | | | | | | |

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

| [10.29](http://www.sec.gov/Archives/edgar/data/1551152/000110465919040574/a19-12093_2ex10d1.htm) | | | | | | [*Term Loan Credit Agreement, dated as of July 12, 2019, among AbbVie Inc., certain lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed on July 16, 2019).](http://www.sec.gov/Archives/edgar/data/1551152/000110465919040574/a19-12093_2ex10d1.htm) | | |

| | | | | | | | | |

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

| [removed: 109] | | | [removed:  \| *2020 Form 10-K*] | | | [added: *2021 Form 10-K* \| ] | | | [added: 112] | | |

| Date: | | | | | | February [removed: 19, 2021] [added: 18, 2022] | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of AbbVie Inc. on February [removed: 19, 2021] [added: 18, 2022] in the capacities indicated below.

| Richard A. Gonzalez Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | | | | | Robert A. Michael [removed: Executive] Vice [removed: President,] [added: Chairman, Finance and Commercial Operations and] Chief Financial Officer (Principal Financial Officer) | | |

| [added: 113] | | | [added:  \| *2021 Form 10-K*] | | | [removed: *2020 Form 10-K* \| ] | | | [removed: 110] | | |