AbbVie (ABBV) 10-K risk factor changes: FY2024 vs FY2023

The expiration or loss of patent protection and licenses, including the loss of exclusivity for [removed: Humira] [added: any of our products] and increased competition from [added: generics and] biosimilars, may adversely affect AbbVie's revenues and operating earnings.

Any such proposals that are enacted into law could increase the impact of generic [added: or biosimilar] competition.

Companies have developed and are developing biosimilars that compete with AbbVie’s biologic [removed: products, including Humira.][added: products.]

[removed: Humira is facing competition from biosimilar products in the United States following the loss of exclusivity in 2023, which] AbbVie anticipates [added: such loss] will continue to cause a significant decline in Humira's revenue and could adversely affect AbbVie’s revenues and operating earnings.

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 14 | | |

A significant portion of AbbVie's [removed: revenue] [added: revenues] and operating earnings are derived from several major products.

Although most of the challenges to AbbVie's intellectual property have come from other businesses, governments [removed: may] [added: have and are expected to] also challenge intellectual property rights.

AbbVie's research and development efforts may not succeed in developing [removed: and marketing commercially successful] products and [removed: technologies,] [added: technologies that can be successfully commercialized,] which may cause its revenues and profitability to decline.

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

| 15 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

Decisions about research studies made early in the development process of a pharmaceutical product candidate can affect the marketing strategy once such candidate receives [added: regulatory] approval.

In the United States, [removed: the] European Union [added: member states] and other countries, AbbVie's business has experienced downward pressure on product pricing, and this pressure could increase in the future.

In August 2023, [removed: the U.S. Department of Health and Human Services,] [added: HHS,] through the CMS, selected Imbruvica as one of the first 10 medicines subject to government-set prices beginning in 2026.

[removed: The price-setting process will conclude by] [added: In] August [removed: 1,] 2024, [removed: and on September 1, 2024,] the CMS [removed: will publish] [added: published Medicare Part D] prices that will be applicable to [removed: the 10 drugs in the Medicare program] [added: these medicines, including Imbruvica,] beginning January 1, 2026.

In addition, beginning in January 2025, under the IRA, the 70% coverage gap discount program [removed: will be] [added: was] replaced by a 10% manufacturer discount for all Medicare Part D beneficiaries that have met their deductible and incurred out of pocket drug costs below a $2,000 threshold and a 20% discount for beneficiaries that have incurred out of pocket drug costs above the $2,000 threshold under the new Part D benefit redesign.

AbbVie cannot predict with certainty if additional government initiatives to contain health care [added: costs or other factors could lead to new or modified regulatory requirements that include higher or incremental rebates or discounts.]

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 16 | | |

[removed: This] [added: Such disputes] could result in [removed: the] [added: AbbVie's] loss of intellectual property rights or protection, delay the development and sale of potential pharmaceutical products, affect the effective sale and delivery of AbbVie's commercialized products and lead to lengthy and expensive litigation, administrative proceedings or arbitration.

Failure to successfully discover, develop, manufacture and sell biologics—including Humira, [removed: Skyrizi and] [added: Skyrizi,] Botox [added: and Creon] —could have a negative impact on AbbVie's business and results of operations.

The manufacture of many of AbbVie's products is a highly exacting and complex [removed: process,] [added: process requiring critical environmental controls,] and if AbbVie or one of its suppliers encounters problems manufacturing AbbVie's products, AbbVie's business could suffer.

Problems may arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials, delays related to the construction of new facilities or the expansion of existing facilities, including those intended to support future demand for AbbVie's products, changes in manufacturing production sites and limits to manufacturing capacity due to regulatory requirements, changes in the types of products produced, physical limitations that could inhibit continuous supply, [added: labor shortages, supply chain disruption, pandemics,] man-made or natural disasters and environmental factors.

If problems arise during the production of a batch of product, such batch of product may have to be [added: discarded and AbbVie may experience product shortages or incur added expenses.]

| 17 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

AbbVie uses raw materials and components in its pharmaceutical and biologic manufacturing processes, including those sourced from single [removed: suppliers,] [added: suppliers around the world,] and an interruption in the supply of those raw materials and components could adversely affect AbbVie's business and results of operations.

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 18 | | |

It is expected that the U.S. healthcare industry will continue to be subject to increasing regulation as well as political and legal action, as future proposals to reform the healthcare system are considered by [removed: the executive branch, Congress and] [added: federal,] state [removed: legislatures.][added: and local governments.]

| 19 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

Net revenues outside of the United States made up approximately [removed: 23%] [added: 24%] of AbbVie's total net revenues in [removed: 2023.][added: 2024.]

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 20 | | |

[removed: AbbVie could also] experience negative effects on its reported results of operations from acquisition or disposition-related charges, amortization of expenses related to intangibles and charges for impairment of long-term assets.

In [removed: 2023,] [added: 2024,] three wholesale distributors (McKesson Corporation, Cardinal Health, Inc. and [removed: AmerisourceBergen Corporation)] [added: Cencora, Inc.)] accounted for substantially all of AbbVie's pharmaceutical product sales in the United States.

AbbVie depends on information technology and a failure of, or significant disruption to, those [removed: systems] [added: systems, or a failure to adequately adopt emerging technologies such as artificial intelligence,] could have a material adverse effect on AbbVie's business.

Such breaches may cause sensitive data, including intellectual property, trade secrets or personal information belonging to AbbVie, its patients, [removed: customers] [added: customers, employees] or business partners, to be exposed to unauthorized persons or to the public.

Cybersecurity attacks and incidents are increasing in their frequency, sophistication and intensity and, due to the nature of some of these attacks, there [added: is a risk that they may remain undetected for a period of time.]

| 21 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

[removed: In addition, AbbVie’s cyber insurance may not be sufficient to] cover the financial, legal, business or reputational losses that may result from an interruption or breach of AbbVie systems or those of our third-party vendors.

As of December 31, [removed: 2023,] [added: 2024,] the carrying value of AbbVie’s developed product rights and other intangible assets was [removed: $55.6] [added: $60.1] billion and the carrying value of AbbVie’s goodwill was [removed: $32.3] [added: $35.0] billion.

The prevalence of counterfeit/diverted medicines is an industry-wide issue due to a variety of factors, including the adoption of e-commerce, [removed: which increased during the COVID-19 pandemic,] greatly enhancing consumers' ability to obtain prescriptions and other medical treatments via the internet in lieu of traditional brick and mortar pharmacies.

This can expose patients to greater risks as the internet is a preferred vehicle for dangerous counterfeit/diverted product offers and scams because of the anonymity it [removed: affords.]

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 22 | | |

Specifically, Skyrizi, Humira and Rinvoq each represented greater than 10% of AbbVie's total net revenues and, in aggregate, these products accounted for approximately 47% of total net revenues in 2024.

Humira has faced competition from biosimilar products in the United States following the loss of exclusivity in 2023.

In January 2025, HHS, through the CMS, selected Vraylar and Linzess as two of the 15 medicines subject to government-set prices in Medicare Part D beginning in 2027.

Furthermore, consolidation among certain pharmaceutical and biotechnology companies can enhance such advantages.

These advantages may make it difficult for us to compete with them successfully to discover, develop and market new products and for our current products to compete with new products or indications they may bring to market.

In addition, AbbVie relies on third party service providers for support of its information technology services.

Additionally, some of these matters involve numerous plaintiffs and parties seeking large or indeterminate financial claims and may remain unresolved for several years.

Changes in healthcare policy may introduce additional and significant changes to healthcare regulation and the healthcare industry.

- conflicts or crises in individual countries or regions, including terrorist activities or wars;

AbbVie could also

In addition, AbbVie’s cyber insurance may not be sufficient to

Additionally, AbbVie utilizes artificial intelligence (AI) and other emerging technologies in select applications to support its operations.

These technologies may present opportunities for AbbVie's business but may also entail risks, including that AI-generated analyses utilized by AbbVie could be deficient or exacerbate regulatory, cybersecurity or other significant risks.

Further, our failure to effectively implement these technologies could hinder our ability to compete, as competitors' advancements in AI may lead to more efficient operations.

affords.

For example, Humira accounted for approximately 27% of AbbVie's total net revenues in 2023.

Additionally, changes to U.S. tax laws now require (i) a 15% alternative minimum tax generally applied to U.S. corporations on adjusted financial statement income beginning in 2023 and (ii) a non-deductible 1% excise tax provision on net stock repurchases.

costs or other factors could lead to new or modified regulatory requirements that include higher or incremental rebates or discounts.

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.

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

discarded and AbbVie may experience product shortages or incur added expenses.

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

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

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

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

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

The COVID-19 pandemic caused AbbVie to modify certain of its business practices, and AbbVie may take further actions as may be required by government authorities or as AbbVie determines are in the best interests of AbbVie’s employees, patients, customers and business partners.

is a risk that they may remain undetected for a period of time.

AbbVie's reputation and business could suffer harm as a result of counterfeit

This commentary should be read in conjunction with the Consolidated Financial Statements and accompanying notes appearing in Item 8, "Financial Statements and Supplementary Data." This section of Form 10-K generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022.][added: 2023.]

AbbVie operates as a single global business segment and has approximately [removed: 50,000] [added: 55,000] employees.

[removed: 2024] [added: 2025] Strategic Objectives

| 33 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

- The favorable impact of pipeline products and indications recently approved or currently under regulatory review where approval is expected in [removed: 2024.][added: 2025.]

[removed: 2023] [added: 2024] Financial Results

The company's financial performance in [removed: 2023] [added: 2024] included delivering worldwide net revenues of [removed: $54.3] [added: $56.3] billion, operating earnings of [removed: $12.8] [added: $9.1] billion, diluted earnings per share of [removed: $2.72] [added: $2.39] and cash flows from operations of [removed: $22.8] [added: $18.8] billion.

Diluted earnings per share in [removed: 2023] [added: 2024] was [removed: $2.72] [added: $2.39] and included the following after-tax costs: (i) [removed: $6.7] [added: $6.5] billion related to the amortization of intangible assets; (ii) [removed: $5.0] [added: $3.7] billion for the change in fair value of contingent consideration liabilities; (iii) $3.5 billion related to intangible asset impairment; [removed: and] (iv) [removed: $122] [added: $978] million of acquisition and integration [removed: expenses.][added: expenses; and (v) $721 million for charges related to litigation matters.]

[removed: The price-setting process will conclude in 2024 and] [added: In 2024,] the [removed: Centers for] [added: CMS published] Medicare [removed: & Medicaid Services will publish] [added: Part D] prices that will be applicable to the 10 selected [removed: drugs] [added: drugs, including Imbruvica,] beginning in 2026.

AbbVie's pipeline currently includes approximately 90 compounds, devices or indications in development individually or under collaboration or license agreements and is focused on [removed: such] important specialties [removed: as] [added: including] immunology, oncology, aesthetics, neuroscience and eye care.

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

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 34 | | |

- In [removed: April 2023,] [added: July 2024,] AbbVie announced that the [removed: EC] [added: European Commission (EC)] approved [removed: Rinvoq] [added: Skyrizi] for the treatment of [removed: adults] [added: adult patients] with moderately to severely active [removed: Crohn’s disease] [added: UC] who have had an inadequate [removed: response,] [added: response to,] lost response [added: to,] or were intolerant to [removed: either] conventional therapy or a biologic [removed: agent.][added: therapy.]

- In [removed: May 2023,] [added: June 2024,] AbbVie announced that the U.S. Food and Drug Administration (FDA) [added: has] approved Rinvoq for the treatment of [removed: adults] [added: pediatric patients two years of age and older] with [removed: moderately to severely] active [removed: Crohn’s disease who] [added: polyarticular juvenile idiopathic arthritis (pJIA) as well as psoriatic arthritis (PsA), provided they] have had an inadequate response or intolerance to one or more tumor necrosis factor (TNF) blockers.

- In January 2024, AbbVie initiated a Phase 3 [removed: study] [added: clinical trial] to evaluate Rinvoq in adults and adolescents with non-segmental vitiligo who are eligible for systemic therapy.

- In [removed: August 2023,] [added: June 2024,] AbbVie [removed: submitted regulatory applications to] [added: announced that the] FDA [removed: and EMA for] [added: approved] Skyrizi for [removed: the treatment of] adults with moderately to severely active ulcerative [removed: colitis.][added: colitis (UC).]

- In [removed: September 2023,] [added: June 2024,] AbbVie announced that the [removed: EC] [added: FDA] approved [removed: Tepkinly (epcoritamab)] [added: Epkinly] for [added: the treatment of] adults with [removed: R/R DLBCL] [added: relapsed or refractory (R/R) FL] after two or more lines of [removed: systemic] [added: prior] therapy.

| 35 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 36 | | |

- In [removed: March 2023,] [added: June 2024,] AbbVie announced [removed: that the FDA issued] [added: it received] a Complete Response Letter (CRL) [added: from the FDA] for the New Drug Application (NDA) for ABBV-951 [removed: (foscarbidopa/foslevodopa)] for the treatment of motor fluctuations in adults with advanced [removed: Parkinson’s] [added: Parkinson's] disease.

The CRL did not [added: identify any issues related to the safety, efficacy or labeling of ABBV-951, including the device, and did not] request that AbbVie conduct additional efficacy [removed: and] [added: or] safety trials related to the [removed: drug.][added: drug or device-related testing.]

| 37 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

| years ended (dollars in millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| United States | | | $ | [removed: 41,883] [added: 43,029] | | | | | $ | [removed: 45,713] [added: 41,883] | | | | | $ | [removed: 43,510] [added: 45,713] | | | | | [removed: (8.4)] [added: 2.7] | | % | | | | [removed: 5.1] [added: (8.4)] | | % | | | | [removed: (8.4)] [added: 2.7] | | % | | | | [removed: 5.1] [added: (8.4)] | | % |

| International | | | [removed: 12,435] [added: 13,305] | | | | | | [removed: 12,341] [added: 12,435] | | | | | | [removed: 12,687] [added: 12,341] | | | | | | [removed: 0.8] [added: 7.0] | | % | | | | [removed: (2.7)] [added: 0.8] | | % | | | | [removed: 3.4] [added: 11.1] | | % | | | | [removed: 5.5] [added: 3.4] | | % |

| Net revenues | | | $ | [removed: 54,318] [added: 56,334] | | | | | $ | [removed: 58,054] [added: 54,318] | | | | | $ | [removed: 56,197] [added: 58,054] | | | | | [removed: (6.4)] [added: 3.7] | | % | | | | [removed: 3.3] [added: (6.4)] | | % | | | | [removed: (5.9)] [added: 4.6] | | % | | | | [removed: 5.1] [added: (5.9)] | | % |

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 38 | | |

| years ended December 31 (dollars in millions) | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Humira | | | United States | | | | | | $ | [removed: 12,160] [added: 7,142] | | | | | $ | [removed: 18,619] [added: 12,160] | | | | | $ | [removed: 17,330] [added: 18,619] | | | | | [removed: (34.7)] [added: (41.3)] | | % | | | | [removed: 7.4] [added: (34.7)] | | % | | | | [removed: (34.7)] [added: (41.3)] | | % | | | | [removed: 7.4] [added: (34.7)] | | % |

| | | | International | | | | | | [removed: 2,244] [added: 1,851] | | | | | | [removed: 2,618] [added: 2,244] | | | | | | [removed: 3,364] [added: 2,618] | | | | | | [removed: (14.3)] [added: (17.5)] | | % | | | | [removed: (22.2)] [added: (14.3)] | | % | | | | [removed: (11.8)] [added: (13.2)] | | % | | | | [removed: (14.9)] [added: (11.8)] | | % |

| | | | Total | | | | | | $ | [removed: 14,404] [added: 8,993] | | | | | $ | [removed: 21,237] [added: 14,404] | | | | | $ | [removed: 20,694] [added: 21,237] | | | | | [removed: (32.2)] [added: (37.6)] | | % | | | | [removed: 2.6] [added: (32.2)] | | % | | | | [removed: (31.9)] [added: (36.9)] | | % | | | | [removed: 3.8] [added: (31.9)] | | % |

| Skyrizi | | | United States | | | | | | $ | [removed: 6,753] [added: 10,086] | | | | | $ | [removed: 4,484] [added: 6,753] | | | | | $ | [removed: 2,486] [added: 4,484] | | | | | [removed: 50.6] [added: 49.3] | | % | | | | [removed: 80.4] [added: 50.6] | | % | | | | [removed: 50.6] [added: 49.3] | | % | | | | [removed: 80.4] [added: 50.6] | | % |

| | | | International | | | | | | [removed: 1,010] [added: 1,632] | | | | | | [removed: 681] [added: 1,010] | | | | | | [removed: 453] [added: 681] | | | | | | [removed: 48.3] [added: 61.6] | | % | | | | [removed: 50.4] [added: 48.3] | | % | | | | [removed: 50.3] [added: 65.4] | | % | | | | [removed: 67.1] [added: 50.3] | | % |

| | | | Total | | | | | | $ | [removed: 7,763] [added: 11,718] | | | | | $ | [removed: 5,165] [added: 7,763] | | | | | $ | [removed: 2,939] [added: 5,165] | | | | | [removed: 50.3] [added: 50.9] | | % | | | | [removed: 75.7] [added: 50.3] | | % | | | | [removed: 50.6] [added: 51.4] | | % | | | | [removed: 78.3] [added: 50.6] | | % |

| Rinvoq | | | United States | | | | | | $ | [removed: 2,824] [added: 4,259] | | | | | $ | [removed: 1,794] [added: 2,824] | | | | | $ | [removed: 1,271] [added: 1,794] | | | | | [removed: 57.4] [added: 50.8] | | % | | | | [removed: 41.2] [added: 57.4] | | % | | | | [removed: 57.4] [added: 50.8] | | % | | | | [removed: 41.2] [added: 57.4] | | % |

| | | | International | | | | | | [removed: 1,145] [added: 1,712] | | | | | | [removed: 728] [added: 1,145] | | | | | | [removed: 380] [added: 728] | | | | | | [removed: 57.3] [added: 49.6] | | % | | | | [removed: 91.4] [added: 57.3] | | % | | | | [removed: 60.7] [added: 57.0] | | % | | | | [removed: \>100.0 %] [added: 60.7] | | [added: %] |

| | | | Total | | | | | | $ | [removed: 3,969] [added: 5,971] | | | | | $ | [removed: 2,522] [added: 3,969] | | | | | $ | [removed: 1,651] [added: 2,522] | | | | | [removed: 57.4] [added: 50.4] | | % | | | | [removed: 52.8] [added: 57.4] | | % | | | | [removed: 58.4] [added: 52.5] | | % | | | | [removed: 58.1] [added: 58.4] | | % |

| Imbruvica | | | United States | | | | | | $ | [removed: 2,665] [added: 2,448] | | | | | $ | [removed: 3,426] [added: 2,665] | | | | | $ | [removed: 4,321] [added: 3,426] | | | | | [removed: (22.2)] [added: (8.1)] | | % | | | | [removed: (20.7)] [added: (22.2)] | | % | | | | [removed: (22.2)] [added: (8.1)] | | % | | | | [removed: (20.7)] [added: (22.2)] | | % |

| | | | Collaboration revenues | | | | | | [removed: 931] [added: 899] | | | | | | [removed: 1,142] [added: 931] | | | | | | [removed: 1,087] [added: 1,142] | | | | | | [removed: (18.5)] [added: (3.5)] | | % | | | | [removed: 5.1] [added: (18.5)] | | % | | | | [removed: (18.5)] [added: (3.5)] | | % | | | | [removed: 5.1] [added: (18.5)] | | % |

On August 1, 2024, AbbVie completed the acquisition of Cerevel Therapeutics Holdings, Inc. (Cerevel Therapeutics).

The acquisition complements AbbVie’s neuroscience portfolio, adding a wide range of potentially best-in-class assets that may transform standards of care across psychiatric and neurological disorders where significant unmet needs remain for patients.

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

On July 1, 2024, Robert A.

Michael, AbbVie's then President and Chief Operating Officer, succeeded Richard A.

Gonzalez as the company's Chief Executive Officer (CEO).

Mr. Gonzalez, who has served as CEO since the company's formation in 2013, retired from the role of CEO and became Executive Chairman of the board of directors, effective July 1, 2024.

Additionally, the board has appointed Mr. Michael as a member of the board of directors effective July 1, 2024.

On February 13, 2025, the board of directors of AbbVie unanimously elected Mr. Michael to succeed Mr. Gonzalez as Chairman of the board of directors, effective July 1, 2025, at which time Mr. Gonzalez will retire from the board.

On February 12, 2024, AbbVie completed the acquisition of ImmunoGen, Inc. (ImmunoGen).

The acquisition of ImmunoGen further builds on AbbVie's existing solid tumor pipeline of novel targeted therapies and next-generation immuno-oncology assets, which have the potential to create new treatment possibilities across multiple solid tumors and hematologic malignancies.

AbbVie and ImmunoGen's combined capabilities represent an opportunity to deliver potentially transformative antibody-drug conjugate (ADC) therapies to patients.

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

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

- Maximizing revenue growth of our key on-market products, including Skyrizi, Rinvoq, Venclexta, Elahere, Vraylar, Ubrelvy, Qulipta, Vyalev/Produodopa, Botox and Juvederm Collection.

- Advancing our research and development pipeline by delivering late-stage pipeline milestones, achieving key proof-of-concept objectives across therapeutic areas and continuing to invest in key on-market product indication expansion.

- Maximizing the value of key acquisitions as well as continuing to invest in external innovation.

Worldwide net revenues increased by 4% on a reported and 5% on a constant currency basis.

These costs were partially offset by an income tax benefit of $1.8 billion primarily related to the settlement of income tax examinations.

In January 2025, HHS, through the CMS, selected Vraylar and Linzess as two of the 15 medicines subject to government-set prices beginning in 2027.

- In April 2024, AbbVie announced positive top-line results from its Phase 3 SELECT-GCA trial for Rinvoq in combination with a 26-week steroid taper regimen in patients with giant cell arteritis (GCA) achieved its primary endpoint.

- In April 2024, AbbVie announced positive top-line results from the head-to-head Phase 3b/4 Level-Up trial evaluating Rinvoq compared to dupilumab in adolescent and adult patients with moderate to severe atopic dermatitis.

In the study, Rinvoq demonstrated superiority to dupilumab on the primary endpoint and all ranked secondary endpoints.

- In July 2024, AbbVie announced that it submitted applications for a new indication to the FDA and European Medicines Agency (EMA) for Rinvoq for the treatment of adult patients with GCA.

- In July 2024, AbbVie initiated a Phase 3 clinical trial to evaluate lutikizumab in adult and adolescent patients with moderate to severe HS.

- In March 2024, AbbVie initiated a Phase 3 clinical trial to evaluate Epkinly in combination with rituximab and lenalidomide in patients with previously untreated follicular lymphoma (FL).

This indication is approved under the FDA's Accelerated Approval program based on overall response rate (ORR) and durability of response.

Continued approval for this indication may be contingent upon verification and description of clinical benefit in a confirmatory trial.

- In August 2024, AbbVie announced that the EC granted conditional marketing authorization for Tepkinly as a monotherapy for the treatment of adult patients with R/R FL after two or more lines of prior therapy.

Elahere

- In March 2024, AbbVie announced that the FDA granted full approval for Elahere for the treatment of adult patients with folate receptor alpha (FRα)-positive, platinum-resistant epithelial ovarian, fallopian tube or primary peritoneal cancer, who have received one to three prior systemic treatment regimens.

- In June 2024, AbbVie announced positive topline results from the Phase 2 PICCOLO trial evaluating Elahere monotherapy in heavily pre-treated patients with FRα-positive, platinum-sensitive ovarian cancer.

The study met its primary endpoint and no new safety concerns were identified.

- In November 2024, AbbVie announced the EC granted marketing authorization for Elahere for the treatment of adult patients with FRα-positive, platinum-resistant high grade serous epithelial ovarian, fallopian tube or primary peritoneal cancer who have received one to three prior systemic treatment regimens.

- In April 2024, AbbVie announced its decision to discontinue the Phase 3 TRANSFORM-2 study evaluating navitoclax, a BCL-XL/BCL-2 inhibitor, plus ruxolitinib in patients with R/R myelofibrosis following evaluation of the totality of data from the Phase 3 TRANSFORM-1 trial and feedback from regulators.

ABBV-383

- In June 2024, AbbVie initiated the Phase 3 CERVINO clinical trial to evaluate ABBV-383 monotherapy compared with standard available therapies in adult patients with R/R multiple myeloma who have received at least two lines of prior therapy.

- In September 2024, AbbVie announced submission of a Biologics License Application to the FDA for accelerated approval of Teliso-V in adult patients with previously treated, locally advanced or metastatic epidermal growth factor receptor (EGFR) wild type, nonsquamous non-small cell lung cancer (NSCLC) with c-Met protein overexpression.

ABBV-400

- In December 2024, AbbVie initiated a Phase 3 trial to evaluate ABBV-400 monotherapy compared to trifluridine, tipiracil and bevacizumab in adult participants with c-Met over-expressed refractory metastatic colorectal cancer (mCRC).

- Skyrizi and Rinvoq revenue growth driven by increasing market share and Skyrizi indication expansion.

- Successful integration of the ImmunoGen, Inc. and proposed Cerevel Therapeutics acquisitions.

- Advancing our oncology portfolio driven by Venclexta, strong commercial execution of Epkinly, Elahere and other new product launches and effectively managing regulatory, market and competitive challenges impacting Imbruvica.

- Aesthetics revenue growth driven by global expansion, increasing market penetration of Botox and Juvederm Collection and strong commercial execution of new product launches.

- Neuroscience revenue growth driven by Vraylar, Botox Therapeutic, Ubrelvy and Qulipta as well as strong commercial execution of new product launches.

- Maximizing AbbVie's existing eye care portfolio.

Worldwide net revenues decreased by 6% on a reported and constant currency basis due to Humira biosimilar competition which was partially offset by growth across the non-Humira product portfolio.

These costs were partially offset by an after-tax gain of $381 million related to a favorable settlement of a litigation matter.

- In March 2023, the European Commission (EC) issued their final decision on the European Medicines Agency’s (EMA) review of the benefit-risk of medicines in the JAK inhibitor class for the treatment of inflammatory diseases, including Rinvoq.

Confirming the Committee for Medicinal Products for Human Use (CHMP) opinion, the previously approved Rinvoq indication statements were not changed and the dosage and special warnings for all JAK inhibitors were updated to include additional information about the risks associated with JAK inhibitors.

- In July 2023, AbbVie initiated its Phase 3 Step-Up HS study to evaluate efficacy and safety of Rinvoq in adults and adolescents with moderate to severe hidradenitis suppurativa (HS) who have failed anti-TNF therapy and/or one approved non-anti-TNF inhibitor therapy for HS.

- In August 2023, AbbVie initiated its Phase 3 Select-SLE study to evaluate Rinvoq in moderate to severe systemic Lupus Erythematosus.

- In March 2023, AbbVie announced positive top-line results from its Phase 3 induction study, INSPIRE, for Skyrizi in patients with moderately to severely active ulcerative colitis met the primary and all secondary endpoints.

- In June 2023, AbbVie announced positive top-line results from its Phase 3 maintenance study, COMMAND, for Skyrizi in patients with moderately to severely active ulcerative colitis met the primary and key secondary endpoints.

- In July 2023, AbbVie announced results from the head-to-head Phase 4 IMMpulse study that evaluated the efficacy and safety of Skyrizi compared to Otezla among adult patients with moderate plaque psoriasis (PsO) eligible for systemic therapy.

In the study, significantly more patients achieved co-primary endpoints with Skyrizi versus Otezla.

Skyrizi was well-tolerated with no new safety signals identified.

- In September 2023, AbbVie announced results from the head-to-head Phase 3 SEQUENCE study that evaluated the efficacy and safety of Skyrizi compared to Stelara among adult patients with moderately to severely active Crohn’s disease.

In the study, Skyrizi met both primary endpoints at week 24 and achieved superiority of endoscopic remission at week 48 versus Stelara.

In addition, all secondary endpoints achieved statistical significance for superiority versus Stelara.

Skyrizi was well-tolerated with no new safety signals identified.

Based on these data, AbbVie will advance its clinical program of lutikizumab in HS to Phase 3.

- In March 2023, AbbVie initiated a Phase 3 clinical trial to evaluate epcoritamab in combination with R-CHOP compared to R-CHOP in patients with newly diagnosed diffuse large B-cell lymphoma (DLBCL).

- In May 2023, AbbVie announced that the FDA approved Epkinly (epcoritamab) as the first bispecific antibody to treat adult patients with relapsed or refractory (R/R) DLBCL.

- In November 2023, AbbVie announced that the FDA granted Breakthrough Therapy Designation to Epkinly for the treatment of adult patients with R/R follicular lymphoma after two or more therapies.

Additionally, the EMA has validated a Type II application for Tepkinly for the same indication.

- In December 2023, AbbVie and Genmab submitted a supplemental biological license application to the FDA for epcoritamab for the treatment of patients with R/R follicular lymphoma.

Imbruvica

- In May 2023, AbbVie voluntarily withdrew, in the U.S., accelerated Imbruvica approvals for patients with mantle cell lymphoma (MCL) who have received at least one prior therapy and with marginal zone lymphoma (MZL) who require systemic therapy and have received at least one prior anti-CD20-based therapy.

This voluntary action is due to requirements related to the accelerated approval status granted by the FDA for MCL and MZL.

Other approved indications for Imbruvica in the U.S. are not affected.

- In July 2023, AbbVie announced top-line results from the Phase 3 TRANSFORM-1 clinical trial evaluating the safety and efficacy of navitoclax, a BCL-XL/BCL-2 inhibitor, in combination with ruxolitinib in adult patients with primary or secondary myelofibrosis (MF).

The combination of navitoclax and ruxolitinib met the study’s primary endpoint, demonstrating statistically significant improvement in the number of patients who achieved Spleen Volume Reduction of at least 35 percent at week 24 compared to treatment with ruxolitinib and a placebo.

The study did not meet the first ranked secondary endpoint of improvement in patients’ Total Symptom Score from baseline to week 24.

The company plans to engage with regulatory agencies regarding potential next steps.

- In November 2023, AbbVie announced positive top-line results from the Phase 2 LUMINOSITY trial evaluating telisotuzumab-vedotin (Teliso-V) in patients with c-Met protein overexpression, epidermal growth factor receptor wild type, advanced/metastatic nonsquamous non-small cell lung cancer.

The results demonstrated a compelling overall response rate per independent central review of 35 percent and 23 percent across c-Met High and c-Met Intermediate patients, with no new safety risks detected.

AbbVie will discuss with global health authorities the potential to support an accelerated approval.

Venclexta

- In September 2023, AbbVie announced top-line results from the Phase 3 CANOVA study evaluating the safety and efficacy of Venclexta plus dexamethasone (VenDex) for patients with t(11;14)-positive relapsed or refractory (R/R) multiple myeloma who have received two or more prior treatments.

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

The following table reflects the total foreign currency forward exchange contracts outstanding at December 31, [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| Canadian dollar | | | [removed: 1,244] [added: 1,042] | | | | | | [removed: 1.329] [added: 1.365] | | | | | | [removed: (8)] [added: 39] | | | | | | [removed: 1,302] [added: 1,244] | | | | | | [removed: 1.312] [added: 1.329] | | | | | | [removed: 40] [added: (8)] | | |

| Japanese yen | | | [removed: 726] [added: 836] | | | | | | [removed: 139.636] [added: 148.386] | | | | | | [removed: 2] [added: 40] | | | | | | [removed: 567] [added: 726] | | | | | | [removed: 133.271] [added: 139.636] | | | | | | [removed: (3)] [added: 2] | | |

| British pound | | | [removed: 505] [added: 461] | | | | | | 1.271 | | | | | | (1) | | | | | | [removed: 772] [added: 505] | | | | | | [removed: 1.234] [added: 1.271] | | | | | | [removed: (8)] [added: (1)] | | |

| All other currencies | | | [removed: 2,263] [added: 2,308] | | | | | | n/a | | | | | | [removed: (31)] [added: 17] | | | | | | [removed: 1,954] [added: 2,742] | | | | | | n/a | | | | | | [removed: (2)] [added: (31)] | | |

| Total | | | $ | [removed: 15,924] [added: 15,237] | | | | | | | | | | | $ | [removed: (137)] [added: 278] | | | | | $ | [removed: 13,698] [added: 15,924] | | | | | | | | | | | $ | [removed: 31] [added: (137)] | |

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: $1.6] [added: $1.5] billion at December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] the company has [removed: €5.4 billion aggregate principal amount of] unsecured senior Euro notes outstanding, which are exposed to foreign currency risk.

The company designated [added: €3.1 billion aggregate principal amount of] these foreign currency denominated notes as hedges of its net investments in certain foreign subsidiaries and affiliates.

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: $216] [added: $140] million at December 31, [removed: 2023.][added: 2024.]

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: $3.9] [added: $4.6] billion at December 31, [removed: 2023.][added: 2024.]

| 49 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

| | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |

| Euro | | | $ | 10,590 | | | | | 1.094 | | | | | | $ | 183 | | | | | $ | 10,707 | | | | | 1.107 | | | | | | $ | (99) | |

| | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| Euro | | | $ | 10,707 | | | | | 1.107 | | | | | | $ | (99) | | | | | $ | 8,507 | | | | | 1.071 | | | | | | $ | 9 | |

| Chinese yuan | | | 479 | | | | | | 7.104 | | | | | | — | | | | | | 596 | | | | | | 7.024 | | | | | | (5) | | |

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

| [removed: Axial spondyloarthropathy] [added: Non-radiographic axial spondyloarthritis] | | | | | | European Union | | |

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

| 1 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

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

Humira is sold in numerous other markets worldwide, including Japan, China, Brazil and [removed: Australia, and accounted for approximately 27% of AbbVie's total net revenues in 2023.][added: Australia.]

| Psoriatic arthritis | | | | | | [removed: U.S.,] [added: North America,] European [removed: Union] [added: Union, Japan] | | |

| Crohn's disease (moderate to severe) | | | | | | U.S., Canada, European [removed: Union] [added: Union, Japan] | | |

Skyrizi is also approved in Japan for the treatment of [removed: plaque psoriasis, psoriatic arthritis,] erythrodermic psoriasis in patients who have an inadequate response to conventional therapies, [removed: and] for [removed: induction] [added: generalized pustular psoriasis,] and [removed: maintenance] [added: for palmoplantar pustulosis] in [removed: moderately] [added: patients who have an inadequate response] to [removed: severely active Crohn's disease.][added: conventional therapies.]

In psoriatic disease (psoriasis or psoriatic [removed: arthritis)] [added: arthritis),] Skyrizi is administered as a quarterly subcutaneous injection following two induction doses.

When administered for Crohn’s [removed: disease,] [added: disease and ulcerative colitis,] Skyrizi is given in three induction doses via IV infusion, followed by subcutaneous injection via an on-body injector every eight weeks.

| Psoriatic arthritis | | | | | | [removed: U.S., Canada,] [added: North America,] European Union, Japan | | |

| Ankylosing spondylitis | | | | | | [removed: U.S.,] [added: North America,] European [removed: Union] [added: Union, Japan] | | |

| Atopic dermatitis (moderate to severe) | | | | | | [removed: U.S., Canada,] [added: North America,] European Union, Japan | | |

| [removed: Axial spondyloarthropathy] [added: Non-radiographic axial spondyloarthritis] | | | | | | U.S., [added: Canada,] European [removed: Union] [added: Union, Japan] | | |

| [removed: Ulcerative] [added: Pediatric ulcerative] colitis (moderate to severe) | | | | | | [removed: U.S.,] [added: North America,] European Union | | |

| Crohn's disease (moderate to severe) | | | | | | [removed: U.S.,] [added: North America,] European [removed: Union] [added: Union, Japan] | | |

In the United States, Rinvoq is indicated for [removed: both] the treatment of moderate to severe active rheumatoid arthritis, for active psoriatic [removed: arthritis,] [added: arthritis in adults and children 2 years of age and older,] for moderate to severe active ulcerative colitis, for active ankylosing spondylitis and for active non-radiographic axial spondyloarthritis in adult patients who have an inadequate response or intolerance to one or more TNF blockers.

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 2 | | |

Epkinly [removed: (epcoritimab)] [added: (epcoritamab)] is a product used to treat adults with certain types of diffuse large B-cell lymphoma (DLBCL) and high-grade B-cell lymphoma that has recurred or that does not respond to previous treatment after receiving two or more treatments.

[removed: On November 14, 2022,] [added: Elahere is approved in both] the [removed: FDA granted accelerated approval] [added: United States and the European Union] for the treatment of adult patients with FRα positive, platinum-resistant epithelial ovarian, fallopian tube, or primary peritoneal cancer, who have received one to three prior systemic treatment regimens.

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

*The Juvederm Collection of Fillers.* The Juvederm Collection of Fillers is a portfolio of hyaluronic acid-based dermal fillers with a variety of approved indications in the U.S. and in other major markets around the world to augment or treat volume loss in the [added: temples, undereye,] cheeks, chin, lips and lower face.

| 3 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

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

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 4 | | |

In [removed: 2023,] [added: 2024,] three wholesale distributors (McKesson Corporation, Cardinal Health, Inc. and [removed: AmerisourceBergen Corporation)] [added: Cencora, Inc.)] accounted for substantially all of AbbVie's pharmaceutical product sales in the United States.

No individual wholesaler accounted for greater than 39% of AbbVie's [removed: 2023] [added: 2024] gross revenues in the United States.

Humira [removed: is facing] [added: faces] direct biosimilar competition globally, and AbbVie will continue to face competitive pressure from these biologics and from orally administered products.

| 5 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 6 | | |

These patents and applications, including various patents that expire during the period [removed: 2024] [added: 2025] to the mid 2040s, in aggregate are believed to be of material importance in the operation of AbbVie’s business.

In addition, the following patents, licenses and trademarks are significant: those related to [removed: ibrutinib (which is sold under the trademark Imbruvica), those related to] risankizumab (which is sold under the trademark Skyrizi) and those related to upadacitinib (which is sold under the trademark Rinvoq).

The United States composition of matter [removed: patent] [added: patents] covering risankizumab [removed: is] [added: and upadacitinib are] expected to expire in 2033.

In addition, certain medical devices and components necessary for the manufacture of [added: AbbVie products are provided by unaffiliated third party suppliers.]

| 7 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

In addition, as a condition of approval, the FDA may require post-marketing testing and surveillance to further [added: assess and monitor the product's safety or efficacy after commercialization, which may require additional clinical trials, patient registries, observational data or additional work on chemistry, manufacturing and controls.]

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 8 | | |

[removed: Any post-approval] regulatory obligations, and the cost of complying with such obligations, could expand in the future.

| 9 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

| Ulcerative colitis (moderate to severe) | | | | | | North America, European Union, Japan | | |

| Active polyarticular juvenile idiopathic arthritis | | | | | | U.S. | | |

RINVOQ is sold in numerous other markets worldwide, including China, Brazil, and Australia.

In the United States, a liquid formulation (RINVOQ LQ) is also approved for use in pediatric patients with psoriatic arthritis and polyarticular juvenile idiopathic arthritis.

Epkinly is also approved to treat adults with relapsed or refractory follicular lymphoma.

Botox Cosmetic is approved for use in all major markets around the world and is approved for the treatment of masseter muscle prominence in China.

*Other neuroscience.* Other neuroscience products include Vyalev/Produodopa, a subcutaneous 24-hour infusion of levodopa-based therapy approved for the treatment of motor fluctuations in adults with advanced Parkinson's disease, as well as other products.

Any post-approval

In January 2025, HHS, through the CMS, selected Vraylar and Linzess as two of the 15 medicines subject to government-set prices

beginning in 2027.

AbbVie seeks candidates with diverse backgrounds, experiences, and perspectives to enhance innovation and problem-solving.

Diversity & Inclusion. A cornerstone of AbbVie’s human capital management approach is to prioritize fostering an inclusive workforce where all employees have equal opportunity to succeed.

AbbVie is committed to equal employment opportunity and non-discrimination in all aspects of employment.

Copies of AbbVie's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are

Continued approval may be contingent upon verification and description of clinical benefit in a confirmatory trial.

Having received its initial FDA approval in 2002, Botox Cosmetic is now approved for use in all major markets around the world.

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

Lupron is approved for daily subcutaneous injection and one-month, three-month, four-month and six-month intramuscular injection.

*Synthroid.* Synthroid (levothyroxine sodium tablets, USP) is used in the treatment of hypothyroidism.

The United States composition of matter patent covering ibrutinib is expected to expire in 2027, with pediatric regulatory exclusivity then extending until May 2028.

However, no generic entry for any ibrutinib product is expected prior to March 30, 2032.

And the United States composition of matter patent covering upadacitinib is expected to expire in 2033.

AbbVie products are provided by unaffiliated third party suppliers.

assess and monitor the product's safety or efficacy after commercialization, which may require additional clinical trials, patient registries, observational data or additional work on chemistry, manufacturing and controls.

It is possible that more of our products, including products that generate substantial revenues,

to obtain approval can be long.

AbbVie continuously cultivates and enhances its working culture and embraces equality, diversity and inclusion as fundamental to the company's mission.

Equity, Equality, Diversity & Inclusion (EED&I). A cornerstone of AbbVie’s human capital management approach is to prioritize fostering an inclusive and diverse workforce.

AbbVie's Equity, Equality, Diversity & Inclusion roadmap defines key global focus areas, objectives and associated initiatives, and includes implementation plans organized by business function and geography.

AbbVie’s senior leaders have adopted formal goals aligned with executing this strategy.

Through December 2023, women represented 52 percent of management positions globally and in the United States, 37 percent of AbbVie's workforce was comprised of members of historically underrepresented populations, consistent with 2022.

Additional information about AbbVie's Equity, Equality, Diversity and

Inclusion efforts can be found on the company's website at: https://www.abbvie.com/who-we-are/equity-equality-inclusion-diversity.html.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of "large accelerated filer," "accelerated [removed: filer" and] [added: filer",] "smaller reporting company" [added: and "emerging growth company"] in Rule 12b-2 of the Exchange Act.

The aggregate market value of the [removed: 1,748,902,939] [added: 1,750,076,739] 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: 2023),] [added: 2024),] was [removed: $235,629,692,915.][added: $300,173,162,268.]

Portions of the [removed: 2024] [added: 2025] AbbVie Inc. Proxy Statement are incorporated by reference into Part III.

The Definitive Proxy Statement will be filed on or about March [removed: 18, 2024.][added: 24, 2025.]

FOR THE YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

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| [Item [removed: 3.](#i891ae87e1630411bb99f581d920680e3_28)] [added: 3.](#i6708ee1102d74ed6ad777bb3194247d4_31)] | | | [LEGAL [removed: PROCEEDINGS](#i891ae87e1630411bb99f581d920680e3_28)] [added: PROCEEDINGS](#i6708ee1102d74ed6ad777bb3194247d4_31)] | | | [removed: [27](#i891ae87e1630411bb99f581d920680e3_28)] [added: [27](#i6708ee1102d74ed6ad777bb3194247d4_31)] | | |

| [Item [removed: 4.](#i891ae87e1630411bb99f581d920680e3_31)] [added: 4.](#i6708ee1102d74ed6ad777bb3194247d4_34)] | | | [MINE SAFETY [removed: DISCLOSURES](#i891ae87e1630411bb99f581d920680e3_31)] [added: DISCLOSURES](#i6708ee1102d74ed6ad777bb3194247d4_34)] | | | [removed: [27](#i891ae87e1630411bb99f581d920680e3_31)] [added: [27](#i6708ee1102d74ed6ad777bb3194247d4_34)] | | |

| | | | [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#i891ae87e1630411bb99f581d920680e3_34)] [added: OFFICERS](#i6708ee1102d74ed6ad777bb3194247d4_37)] | | | [removed: [28](#i891ae87e1630411bb99f581d920680e3_34)] [added: [28](#i6708ee1102d74ed6ad777bb3194247d4_37)] | | |

| [Item [removed: 5.](#i891ae87e1630411bb99f581d920680e3_40)] [added: 5.](#i6708ee1102d74ed6ad777bb3194247d4_43)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i891ae87e1630411bb99f581d920680e3_40)] [added: SECURITIES](#i6708ee1102d74ed6ad777bb3194247d4_43)] | | | [removed: [30](#i891ae87e1630411bb99f581d920680e3_40)] [added: [30](#i6708ee1102d74ed6ad777bb3194247d4_43)] | | |

| [Item [removed: 6.](#i891ae87e1630411bb99f581d920680e3_43)] [added: 6.](#i6708ee1102d74ed6ad777bb3194247d4_46)] | | | [removed: [\[RESERVED\]](#i891ae87e1630411bb99f581d920680e3_43)] [added: [\[RESERVED\]](#i6708ee1102d74ed6ad777bb3194247d4_46)] | | | [removed: [32](#i891ae87e1630411bb99f581d920680e3_43)] [added: [32](#i6708ee1102d74ed6ad777bb3194247d4_46)] | | |

| [Item [removed: 7.](#i891ae87e1630411bb99f581d920680e3_46)] [added: 7.](#i6708ee1102d74ed6ad777bb3194247d4_49)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i891ae87e1630411bb99f581d920680e3_46)] [added: OPERATIONS](#i6708ee1102d74ed6ad777bb3194247d4_49)] | | | [removed: [33](#i891ae87e1630411bb99f581d920680e3_46)] [added: [33](#i6708ee1102d74ed6ad777bb3194247d4_49)] | | |

| [Item [removed: 7A.](#i891ae87e1630411bb99f581d920680e3_88)] [added: 7A.](#i6708ee1102d74ed6ad777bb3194247d4_91)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i891ae87e1630411bb99f581d920680e3_88)] [added: RISK](#i6708ee1102d74ed6ad777bb3194247d4_91)] | | | [removed: [49](#i891ae87e1630411bb99f581d920680e3_88)] [added: [49](#i6708ee1102d74ed6ad777bb3194247d4_91)] | | |

| [Item [removed: 8.](#i891ae87e1630411bb99f581d920680e3_91)] [added: 8.](#i6708ee1102d74ed6ad777bb3194247d4_94)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i891ae87e1630411bb99f581d920680e3_91)] [added: DATA](#i6708ee1102d74ed6ad777bb3194247d4_94)] | | | [removed: [50](#i891ae87e1630411bb99f581d920680e3_91)] [added: [50](#i6708ee1102d74ed6ad777bb3194247d4_94)] | | |

| [Item [removed: 9.](#i891ae87e1630411bb99f581d920680e3_193)] [added: 9.](#i6708ee1102d74ed6ad777bb3194247d4_199)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i891ae87e1630411bb99f581d920680e3_193)] [added: DISCLOSURE](#i6708ee1102d74ed6ad777bb3194247d4_199)] | | | [removed: [99](#i891ae87e1630411bb99f581d920680e3_193)] [added: [104](#i6708ee1102d74ed6ad777bb3194247d4_199)] | | |

| [Item [removed: 9A.](#i891ae87e1630411bb99f581d920680e3_196)] [added: 9A.](#i6708ee1102d74ed6ad777bb3194247d4_202)] | | | [CONTROLS AND [removed: PROCEDURES](#i891ae87e1630411bb99f581d920680e3_196)] [added: PROCEDURES](#i6708ee1102d74ed6ad777bb3194247d4_202)] | | | [removed: [99](#i891ae87e1630411bb99f581d920680e3_196)] [added: [104](#i6708ee1102d74ed6ad777bb3194247d4_202)] | | |

| [Item [removed: 9B.](#i891ae87e1630411bb99f581d920680e3_202)] [added: 9B.](#i6708ee1102d74ed6ad777bb3194247d4_208)] | | | [OTHER [removed: INFORMATION](#i891ae87e1630411bb99f581d920680e3_202)] [added: INFORMATION](#i6708ee1102d74ed6ad777bb3194247d4_208)] | | | [removed: [101](#i891ae87e1630411bb99f581d920680e3_202)] [added: [106](#i6708ee1102d74ed6ad777bb3194247d4_208)] | | |

| [Item [removed: 9C.](#i891ae87e1630411bb99f581d920680e3_205)] [added: 9C.](#i6708ee1102d74ed6ad777bb3194247d4_211)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i891ae87e1630411bb99f581d920680e3_205)] [added: INSPECTIONS](#i6708ee1102d74ed6ad777bb3194247d4_211)] | | | [removed: [101](#i891ae87e1630411bb99f581d920680e3_205)] [added: [106](#i6708ee1102d74ed6ad777bb3194247d4_211)] | | |

| [Item [removed: 10.](#i891ae87e1630411bb99f581d920680e3_211)] [added: 10.](#i6708ee1102d74ed6ad777bb3194247d4_217)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i891ae87e1630411bb99f581d920680e3_211)] [added: GOVERNANCE](#i6708ee1102d74ed6ad777bb3194247d4_217)] | | | [removed: [102](#i891ae87e1630411bb99f581d920680e3_211)] [added: [107](#i6708ee1102d74ed6ad777bb3194247d4_217)] | | |

| [Item [removed: 11.](#i891ae87e1630411bb99f581d920680e3_214)] [added: 11.](#i6708ee1102d74ed6ad777bb3194247d4_220)] | | | [EXECUTIVE [removed: COMPENSATION](#i891ae87e1630411bb99f581d920680e3_214)] [added: COMPENSATION](#i6708ee1102d74ed6ad777bb3194247d4_220)] | | | [removed: [102](#i891ae87e1630411bb99f581d920680e3_214)] [added: [107](#i6708ee1102d74ed6ad777bb3194247d4_220)] | | |

| [Item [removed: 12.](#i891ae87e1630411bb99f581d920680e3_217)] [added: 12.](#i6708ee1102d74ed6ad777bb3194247d4_223)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i891ae87e1630411bb99f581d920680e3_217)] [added: MATTERS](#i6708ee1102d74ed6ad777bb3194247d4_223)] | | | [removed: [103](#i891ae87e1630411bb99f581d920680e3_217)] [added: [108](#i6708ee1102d74ed6ad777bb3194247d4_223)] | | |

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| [Item [removed: 14.](#i891ae87e1630411bb99f581d920680e3_223)] [added: 14.](#i6708ee1102d74ed6ad777bb3194247d4_229)] | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#i891ae87e1630411bb99f581d920680e3_223)] [added: SERVICES](#i6708ee1102d74ed6ad777bb3194247d4_229)] | | | [removed: [103](#i891ae87e1630411bb99f581d920680e3_223)] [added: [108](#i6708ee1102d74ed6ad777bb3194247d4_229)] | | |

| [Item [removed: 15.](#i891ae87e1630411bb99f581d920680e3_229)] [added: 15.](#i6708ee1102d74ed6ad777bb3194247d4_235)] | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#i891ae87e1630411bb99f581d920680e3_229)] [added: SCHEDULES](#i6708ee1102d74ed6ad777bb3194247d4_235)] | | | [removed: [104](#i891ae87e1630411bb99f581d920680e3_229)] [added: [109](#i6708ee1102d74ed6ad777bb3194247d4_235)] | | |

| [Item [removed: 16.](#i891ae87e1630411bb99f581d920680e3_232)] [added: 16.](#i6708ee1102d74ed6ad777bb3194247d4_238)] | | | [FORM 10-K [removed: SUMMARY](#i891ae87e1630411bb99f581d920680e3_232)] [added: SUMMARY](#i6708ee1102d74ed6ad777bb3194247d4_238)] | | | [removed: [108](#i891ae87e1630411bb99f581d920680e3_232)] [added: [113](#i6708ee1102d74ed6ad777bb3194247d4_238)] | | |

Securities Registered Pursuant to Section 12(g) of the Act: None

Number of common shares outstanding as of January 31, 2025: 1,765,354,859

| [PART I](#i6708ee1102d74ed6ad777bb3194247d4_10) | | | | | | | | |

| [Item 1C](#i6708ee1102d74ed6ad777bb3194247d4_25) | | | [CYBERSECURITY](#i6708ee1102d74ed6ad777bb3194247d4_25) | | | [25](#i6708ee1102d74ed6ad777bb3194247d4_25) | | |

| [PART II](#i6708ee1102d74ed6ad777bb3194247d4_40) | | | | | | | | |

| [PART III](#i6708ee1102d74ed6ad777bb3194247d4_214) | | | | | | | | |

| [PART IV](#i6708ee1102d74ed6ad777bb3194247d4_232) | | | | | | | | |

| | | | [SIGNATURES](#i6708ee1102d74ed6ad777bb3194247d4_241) | | | [114](#i6708ee1102d74ed6ad777bb3194247d4_241) | | |

| 1.375% Senior Notes due 2024 | | | | | | ABBV24 | | | | | | New York Stock Exchange | | |

| 1.250% Senior Notes due 2024 | | | | | | ABBV24B | | | | | | New York Stock Exchange | | |

Number of common shares outstanding as of January 31, 2024: 1,766,473,359

| [PART I](#i891ae87e1630411bb99f581d920680e3_10) | | | | | | | | |

| [I](#i891ae87e1630411bb99f581d920680e3_15942918604945)[tem 1C](#i891ae87e1630411bb99f581d920680e3_15942918604945) | | | [C](#i891ae87e1630411bb99f581d920680e3_15942918604945)[Y](#i891ae87e1630411bb99f581d920680e3_15942918604945)[BERSECURITY](#i891ae87e1630411bb99f581d920680e3_15942918604945) | | | [25](#i891ae87e1630411bb99f581d920680e3_15942918604945) | | |

| [PART II](#i891ae87e1630411bb99f581d920680e3_37) | | | | | | | | |

| [PART III](#i891ae87e1630411bb99f581d920680e3_208) | | | | | | | | |

| [PART IV](#i891ae87e1630411bb99f581d920680e3_226) | | | | | | | | |

| | | | [SIGNATURES](#i891ae87e1630411bb99f581d920680e3_235) | | | [109](#i891ae87e1630411bb99f581d920680e3_235) | | |

We have implemented processes that are intended to [removed: assess, identify,] [added: govern,] manage and reduce cybersecurity risks.

We maintain a global incident response plan and disaster recovery management plan, each designed to protect against, identify, [removed: evaluate,] [added: detect,] respond to and recover from an incident.

We also have invested in tools and technologies to protect our and our [removed: patients', customers'] [added: patients'] and [removed: business partners'] [added: customers'] data and information technology, and we regularly monitor our information technology systems and infrastructure to identify and assess cybersecurity risks.

We have designed a Threat Intelligence function that actively looks for [added: emerging threats and] risks that target the pharmaceutical industry generally or AbbVie specifically.

Training programs are conducted on a periodic basis and are focused on giving employees [removed: tools] [added: information] to manage and defend against the most relevant and prevalent cybersecurity risks to AbbVie.

We also provide specialized training for employees in specialized information technology [removed: roles.][added: roles and for business functions who may be impacted by a cyber incident.]

| 25 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

[added: service providers with access to our] information [added: technology systems, sensitive business data or personally identifiable information] to implement and maintain appropriate security controls and contractually restrict their ability to use our data, including personally identifiable information, for purposes other than to provide services to us, except as required by law.

As of December 31, [removed: 2023,] [added: 2024,] cybersecurity risks have not materially affected our business, strategy, results of operations, or financial condition.

Our Chief Information Security Officer [added: and other senior information technology executives] also provides similar topical updates to the full board of directors at least annually.

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 26 | | |

We also contractually require third-party

We also contractually require third-party service providers with access to our information technology systems, sensitive business data or personally identifiable

As of December 31, [removed: 2023,] [added: 2024,] AbbVie owns or leases approximately [removed: 620] [added: 602] facilities worldwide, containing an aggregate of approximately [removed: 19.5] [added: 19.7] million square feet of floor space dedicated to production, distribution and administration.

| [removed: Campbell, California] [added: Dublin, California*] | | | | | | Ludwigshafen, Germany | | |

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

| Waco, Texas | | | | | | [added: Sligo, Ireland] | | |

| Worcester, Massachusetts* | | | | | | [added: Westport, Ireland*] | | |

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

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

| Cincinnati, Ohio | | | | | | La Aurora, Costa Rica | | |

| Irvine, California | | | | | | Pringy, France | | |

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

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

| Dublin, California* | | | | | | Singapore* | | |

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

| 27 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

| Richard A. Gonzalez | | | | | | [removed: 70] [added: 71] | | | | | | [added: Executive] Chairman of the Board and [added: Retired] Chief Executive Officer | | |

| Robert A. Michael | | | | | | [removed: 53] [added: 54] | | | | | | [removed: President and] Chief [removed: Operating] [added: Executive] Officer | | |

| Scott T. Reents | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Chief Financial Officer | | |

| Nicholas J. Donoghoe, M.D. | | | | | | [removed: 43] [added: 44] | | | | | | Executive Vice President, Chief Business and Strategy Officer | | |

| Timothy J. Richmond | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Chief Human Resources Officer | | |

| Azita Saleki-Gerhardt, Ph.D. | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, Chief Operations Officer | | |

| Perry C. Siatis | | | | | | [removed: 49] [added: 50] | | | | | | Executive Vice President, General Counsel and Secretary | | |

| Jeffrey R. Stewart | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President, Chief Commercial Officer | | |

| Kevin K. Buckbee | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President, Controller | | |

| [removed: Thomas J. Hudson,] [added: Roopal Thakkar,] M.D. | | | | | | [removed: 62] [added: 53] | | | | | | [removed: Senior] [added: Executive] Vice President, [added: Research & Development and] Chief Scientific [removed: Officer, Global Research] [added: Officer] | | |

Mr. [removed: Gonzalez] [added: Michael] is [removed: the Chairman and] [added: AbbVie’s] Chief Executive [removed: Officer of AbbVie,] [added: Officer,] a position he has held since [removed: 2013.][added: July 2024, and serves on its Board of Directors.]

Mr. Gonzalez [removed: will retire from the role of] [added: served as Chairman and] Chief Executive Officer [removed: and become Executive Chairman] of [removed: the Board of Directors, effective July 1,] [added: AbbVie from 2013 to June] 2024.

Mr. Michael previously served as [added: President and Chief Operating Officer from July 2023 to June 2024, as] Vice Chairman and President from June 2022 to July 2023, as Vice Chairman, Finance and Commercial Operations and Chief Financial Officer from June 2021 to June 2022, as Executive Vice President, Chief Financial Officer from 2019 to 2021, as Senior Vice President, Chief Financial Officer from 2018 to 2019 and as Vice President, Controller from 2017 to 2018.

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 28 | | |

Mr. Buckbee previously served as AbbVie’s Vice President, Controller, Global Commercial Operations from January 2016 until March 2023, and as Vice President, Controller, [removed: US] [added: U.S.] Commercial Operations from AbbVie’s separation from Abbott in 2013 until December 2015.

He previously served as Senior Vice [removed: President, Research &] [added: President of] Development and [added: Regulatory Affairs and] Chief [removed: Scientific] [added: Medical] Officer [added: at AbbVie] from [added: 2022 until 2023, as Vice President, Global Regulatory Affairs and R&D Quality Assurance from] 2019 to [removed: 2023,] [added: 2022,] and as Vice President, [removed: Head of Oncology Discovery and Early Development] [added: Global Regulatory Affairs] from [removed: 2016] [added: 2015] to 2019.

| 29 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

Mr. Gonzalez is the Executive Chairman of the Board.

On February 13, 2025, the Board of Directors of AbbVie unanimously elected Mr. Michael to succeed Mr. Gonzalez as Chairman of the Board of Directors, effective July 1, 2025, at which time Mr. Gonzalez will retire from the Board.

On February 13, 2025, the Board of Directors of AbbVie unanimously elected Mr. Michael to succeed Mr. Gonzalez as Chairman of the Board of Directors, effective July 1, 2025, at which time Mr. Gonzalez will retire from the Board.

Dr. Thakkar serves as AbbVie's Executive Vice President, Research & Development and Chief Scientific Officer.

| Roopal Thakkar, M.D. | | | | | | 52 | | | | | | Senior Vice President, Chief Medical Officer, Global Therapeutics | | |

On February 14, 2024, the Board of Directors of AbbVie unanimously selected Mr. Michael to succeed Mr. Gonzalez as the Company's Chief Executive Officer.

Mr. Michael is AbbVie’s President and Chief Operating Officer.

On February 14, 2024, the Board of Directors of AbbVie unanimously selected Mr. Michael to succeed Mr. Gonzalez as the Company's Chief Executive Officer.

Mr. Gonzalez will retire from the role of Chief Executive Officer and become Executive Chairman of the Board of Directors, effective July 1, 2024.

The Board also appointed Mr. Michael as a member of the Board of Directors as a Class II director, effective July 1, 2024.

Dr. Hudson is AbbVie's Senior Vice President, Chief Scientific Officer, Global Research.

Prior to joining AbbVie, Dr. Hudson served at the Ontario Institute for Cancer Research as President and Scientific Director.

He also previously served as Founder and Director of the McGill University and Genome Quebec Innovation Centre and Assistant Director of the Whitehead/MIT Center for Genome Research.

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

Dr. Thakkar serves as AbbVie's Senior Vice President, Chief Medical Officer, Global Therapeutics.

He previously served as Senior Vice President of Development and Regulatory Affairs and Chief Medical Officer at AbbVie from late 2022 until early December 2023, as Vice President, Global Regulatory Affairs and R&D Quality Assurance from 2019 to 2022, and as Vice President, Global Regulatory Affairs from 2015 to 2019.

There were [removed: 42,369] [added: 56,544] stockholders of record of AbbVie common stock as of January 31, [removed: 2024.][added: 2025.]

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: 2018] [added: 2019] through December 31, [removed: 2023.][added: 2024.]

This graph assumes $100 was invested in AbbVie common stock and each index on December 31, [removed: 2018] [added: 2019] and also assumes the reinvestment of dividends.

[removed: ][added: ]

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 30 | | |

On October [removed: 26, 2023,] [added: 30, 2024,] AbbVie's board of directors declared an increase in the [added: company’s] quarterly [removed: cash] dividend from [removed: $1.48] [added: $1.55] per share to [removed: $1.55] [added: $1.64] per share, payable on February [removed: 15, 2024,] [added: 14, 2025,] to stockholders of record as of January [removed: 16, 2024.][added: 15, 2025.]

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: 952] [added: 978] in October; [removed: 1,175] [added: 844] in November; and [removed: 26,320] [added: 28,292] in December.

| 31 | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

| October 1, 2024 - October 31, 2024 | | | 978 | | | (1) | | | $ | 194.17 | | (1) | | | — | | | | | | $ | 3,849,610,303 | | | | |

| November 1, 2024 - November 30, 2024 | | | 844 | | | (1) | | | $ | 202.62 | | (1) | | | — | | | | | | $ | 3,849,610,303 | | | | |

| December 1, 2024 - December 31, 2024 | | | 2,028,292 | | | (1) | | | $ | 173.82 | | (1) | | | 2,000,000 | | | | | | $ | 3,502,031,203 | | | | |

| Total | | | 2,030,114 | | | (1) | | | $ | 173.84 | | (1) | | | 2,000,000 | | | | | | $ | 3,502,031,203 | | | | |

| October 1, 2023 - October 31, 2023 | | | 952 | | | (1) | | | $ | 147.82 | | (1) | | | — | | | | | | $ | 4,808,991,028 | | | | |

| November 1, 2023 - November 30, 2023 | | | 1,175 | | | (1) | | | $ | 141.94 | | (1) | | | — | | | | | | $ | 4,808,991,028 | | | | |

| December 1, 2023 - December 31, 2023 | | | 26,320 | | | (1) | | | $ | 153.02 | | (1) | | | — | | | | | | $ | 4,808,991,028 | | | | |

| Total | | | 28,447 | | | (1) | | | $ | 152.39 | | (1) | | | — | | | | | | $ | 4,808,991,028 | | | | |

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 32 | | |

| [Consolidated Statements of [removed: Earnings](#i891ae87e1630411bb99f581d920680e3_94)] [added: Earnings](#i6708ee1102d74ed6ad777bb3194247d4_97)] | | | [removed: [51](#i891ae87e1630411bb99f581d920680e3_94)] [added: [51](#i6708ee1102d74ed6ad777bb3194247d4_97)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i891ae87e1630411bb99f581d920680e3_97)] [added: Income](#i6708ee1102d74ed6ad777bb3194247d4_100)] | | | [removed: [52](#i891ae87e1630411bb99f581d920680e3_97)] [added: [52](#i6708ee1102d74ed6ad777bb3194247d4_100)] | | |

| [Consolidated Balance [removed: Sheets](#i891ae87e1630411bb99f581d920680e3_100)] [added: Sheets](#i6708ee1102d74ed6ad777bb3194247d4_103)] | | | [removed: [53](#i891ae87e1630411bb99f581d920680e3_100)] [added: [53](#i6708ee1102d74ed6ad777bb3194247d4_103)] | | |

| [Consolidated Statements of [removed: Equity](#i891ae87e1630411bb99f581d920680e3_103)] [added: Equity](#i6708ee1102d74ed6ad777bb3194247d4_106)] | | | [removed: [54](#i891ae87e1630411bb99f581d920680e3_103)] [added: [54](#i6708ee1102d74ed6ad777bb3194247d4_106)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i891ae87e1630411bb99f581d920680e3_106)] [added: Flows](#i6708ee1102d74ed6ad777bb3194247d4_109)] | | | [removed: [55](#i891ae87e1630411bb99f581d920680e3_106)] [added: [55](#i6708ee1102d74ed6ad777bb3194247d4_109)] | | |

| [Note [removed: 2](#i891ae87e1630411bb99f581d920680e3_115)] [added: 2](#i6708ee1102d74ed6ad777bb3194247d4_118)] | | | [Summary of Significant Accounting [removed: Policies](#i891ae87e1630411bb99f581d920680e3_115)] [added: Policies](#i6708ee1102d74ed6ad777bb3194247d4_118)] | | | [removed: [56](#i891ae87e1630411bb99f581d920680e3_115)] [added: [56](#i6708ee1102d74ed6ad777bb3194247d4_118)] | | |

| [Note [removed: 3](#i891ae87e1630411bb99f581d920680e3_121)] [added: 3](#i6708ee1102d74ed6ad777bb3194247d4_124)] | | | [Supplemental Financial [removed: Information](#i891ae87e1630411bb99f581d920680e3_121)] [added: Information](#i6708ee1102d74ed6ad777bb3194247d4_124)] | | | [removed: [61](#i891ae87e1630411bb99f581d920680e3_121)] [added: [62](#i6708ee1102d74ed6ad777bb3194247d4_124)] | | |

| [Note [removed: 4](#i891ae87e1630411bb99f581d920680e3_124)] [added: 4](#i6708ee1102d74ed6ad777bb3194247d4_127)] | | | [Earnings Per [removed: Share](#i891ae87e1630411bb99f581d920680e3_124)] [added: Share](#i6708ee1102d74ed6ad777bb3194247d4_127)] | | | [removed: [62](#i891ae87e1630411bb99f581d920680e3_124)] [added: [63](#i6708ee1102d74ed6ad777bb3194247d4_127)] | | |

| [Note [removed: 5](#i891ae87e1630411bb99f581d920680e3_127)] [added: 5](#i6708ee1102d74ed6ad777bb3194247d4_130)] | | | [Licensing, Acquisitions and Other [removed: Arrangements](#i891ae87e1630411bb99f581d920680e3_127)] [added: Arrangements](#i6708ee1102d74ed6ad777bb3194247d4_130)] | | | [removed: [62](#i891ae87e1630411bb99f581d920680e3_127)] [added: [63](#i6708ee1102d74ed6ad777bb3194247d4_130)] | | |

| [Note [removed: 7](#i891ae87e1630411bb99f581d920680e3_133)] [added: 7](#i6708ee1102d74ed6ad777bb3194247d4_136)] | | | [Goodwill and Intangible [removed: Assets](#i891ae87e1630411bb99f581d920680e3_133)] [added: Assets](#i6708ee1102d74ed6ad777bb3194247d4_136)] | | | [removed: [66](#i891ae87e1630411bb99f581d920680e3_133)] [added: [69](#i6708ee1102d74ed6ad777bb3194247d4_136)] | | |

[removed: | [Note 8](#i891ae87e1630411bb99f581d920680e3_136) | | | [Integration and] [added: Note 8] Restructuring [removed: Plans](#i891ae87e1630411bb99f581d920680e3_136) | | | [67](#i891ae87e1630411bb99f581d920680e3_136) | | |][added: Plans]

| [Note [removed: 10](#i891ae87e1630411bb99f581d920680e3_154)] [added: 10](#i6708ee1102d74ed6ad777bb3194247d4_157)] | | | [removed: [Debit,] [added: [Deb](#i6708ee1102d74ed6ad777bb3194247d4_157)[t,] Credit Facilities and Commitments and [removed: Contingencies](#i891ae87e1630411bb99f581d920680e3_154)] [added: Contingencies](#i6708ee1102d74ed6ad777bb3194247d4_157)] | | | [removed: [71](#i891ae87e1630411bb99f581d920680e3_154)] [added: [75](#i6708ee1102d74ed6ad777bb3194247d4_157)] | | |

| [Note [removed: 11](#i891ae87e1630411bb99f581d920680e3_157)] [added: 11](#i6708ee1102d74ed6ad777bb3194247d4_160)] | | | [Financial Instruments and Fair Value [removed: Measures](#i891ae87e1630411bb99f581d920680e3_157)] [added: Measures](#i6708ee1102d74ed6ad777bb3194247d4_160)] | | | [removed: [73](#i891ae87e1630411bb99f581d920680e3_157)] [added: [77](#i6708ee1102d74ed6ad777bb3194247d4_160)] | | |

| [Note [removed: 12](#i891ae87e1630411bb99f581d920680e3_163)] [added: 12](#i6708ee1102d74ed6ad777bb3194247d4_166)] | | | [Post-Employment [removed: Benefits](#i891ae87e1630411bb99f581d920680e3_163)] [added: Benefits](#i6708ee1102d74ed6ad777bb3194247d4_166)] | | | [removed: [79](#i891ae87e1630411bb99f581d920680e3_163)] [added: [84](#i6708ee1102d74ed6ad777bb3194247d4_166)] | | |

| [Note [removed: 14](#i891ae87e1630411bb99f581d920680e3_175)] [added: 14](#i6708ee1102d74ed6ad777bb3194247d4_178)] | | | [Income [removed: Taxes](#i891ae87e1630411bb99f581d920680e3_175)] [added: Taxes](#i6708ee1102d74ed6ad777bb3194247d4_178)] | | | [removed: [88](#i891ae87e1630411bb99f581d920680e3_175)] [added: [93](#i6708ee1102d74ed6ad777bb3194247d4_178)] | | |

| [Note [removed: 15](#i891ae87e1630411bb99f581d920680e3_178)] [added: 15](#i6708ee1102d74ed6ad777bb3194247d4_181)] | | | [Legal Proceedings and [removed: Contingencies](#i891ae87e1630411bb99f581d920680e3_178)] [added: Contingencies](#i6708ee1102d74ed6ad777bb3194247d4_181)] | | | [removed: [90](#i891ae87e1630411bb99f581d920680e3_178)] [added: [95](#i6708ee1102d74ed6ad777bb3194247d4_181)] | | |

| [Note [removed: 16](#i891ae87e1630411bb99f581d920680e3_181)] [added: 16](#i6708ee1102d74ed6ad777bb3194247d4_184)] | | | [Segment and Geographic Area [removed: Information](#i891ae87e1630411bb99f581d920680e3_181)] [added: Information](#i6708ee1102d74ed6ad777bb3194247d4_184)] | | | [removed: [92](#i891ae87e1630411bb99f581d920680e3_181)] [added: [97](#i6708ee1102d74ed6ad777bb3194247d4_184)] | | |

| [Note [removed: 17](#i891ae87e1630411bb99f581d920680e3_187)] [added: 17](#i6708ee1102d74ed6ad777bb3194247d4_193)] | | | [Fourth Quarter Financial Results [removed: (unaudited)](#i891ae87e1630411bb99f581d920680e3_187)] [added: (unaudited)](#i6708ee1102d74ed6ad777bb3194247d4_193)] | | | [removed: [95](#i891ae87e1630411bb99f581d920680e3_187)] [added: [100](#i6708ee1102d74ed6ad777bb3194247d4_193)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i891ae87e1630411bb99f581d920680e3_190)] [added: Firm](#i6708ee1102d74ed6ad777bb3194247d4_196)] [(PCAOB [removed: ID:](#i891ae87e1630411bb99f581d920680e3_190) 42[)](#i891ae87e1630411bb99f581d920680e3_190)] [added: ID:](#i6708ee1102d74ed6ad777bb3194247d4_196) 42[)](#i6708ee1102d74ed6ad777bb3194247d4_196)] | | | [removed: [96](#i891ae87e1630411bb99f581d920680e3_190)] [added: [101](#i6708ee1102d74ed6ad777bb3194247d4_196)] | | |

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | 50 | | |

| years ended December 31 (in millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net revenues | | | $ | [removed: 54,318] [added: 56,334] | | | | | $ | [removed: 58,054] [added: 54,318] | | | | | $ | [removed: 56,197] [added: 58,054] | |

| Cost of products sold | | | [removed: 20,415] [added: 16,904] | | | | | | [removed: 17,414] [added: 20,415] | | | | | | [removed: 17,446] [added: 17,414] | | |

| Selling, general and administrative | | | [removed: 12,872] [added: 14,752] | | | | | | [removed: 15,260] [added: 12,872] | | | | | | [removed: 12,349] [added: 15,260] | | |

| Research and development | | | [removed: 7,675] [added: 12,791] | | | | | | [removed: 6,510] [added: 7,675] | | | | | | [removed: 6,922] [added: 6,510] | | |

| Acquired IPR&D and milestones | | | [removed: 778] [added: 2,757] | | | | | | [removed: 697] [added: 778] | | | | | | [removed: 1,124] [added: 697] | | |

| Other operating expense (income), net | | | [removed: (179)] [added: (7)] | | | | | | [removed: 56] [added: (179)] | | | | | | [removed: 432] [added: 56] | | |

| Total operating costs and expenses | | | [removed: 41,561] [added: 47,197] | | | | | | [removed: 39,937] [added: 41,561] | | | | | | [removed: 38,273] [added: 39,937] | | |

| Operating earnings | | | [removed: 12,757] [added: 9,137] | | | | | | [removed: 18,117] [added: 12,757] | | | | | | [removed: 17,924] [added: 18,117] | | |

| Interest expense, net | | | [removed: 1,684] [added: 2,160] | | | | | | [removed: 2,044] [added: 1,684] | | | | | | [removed: 2,384] [added: 2,044] | | |

| Net foreign exchange loss | | | [removed: 146] [added: 21] | | | | | | [removed: 148] [added: 146] | | | | | | [removed: 51] [added: 148] | | |

| Other expense, net | | | [removed: 4,677] [added: 3,240] | | | | | | [removed: 2,448] [added: 4,677] | | | | | | [removed: 2,500] [added: 2,448] | | |

| Earnings before income tax expense | | | [removed: 6,250] [added: 3,716] | | | | | | [removed: 13,477] [added: 6,250] | | | | | | [removed: 12,989] [added: 13,477] | | |

| Income tax expense [added: (benefit)] | | | [removed: 1,377] [added: (570)] | | | | | | [removed: 1,632] [added: 1,377] | | | | | | [removed: 1,440] [added: 1,632] | | |

| Net earnings | | | [removed: 4,873] [added: 4,286] | | | | | | [removed: 11,845] [added: 4,873] | | | | | | [removed: 11,549] [added: 11,845] | | |

| Net earnings attributable to noncontrolling interest | | | [removed: 10] [added: 8] | | | | | | [removed: 9] [added: 10] | | | | | | [removed: 7] [added: 9] | | |

| Net earnings attributable to AbbVie Inc. | | | $ | [removed: 4,863] [added: 4,278] | | | | | $ | [removed: 11,836] [added: 4,863] | | | | | $ | [removed: 11,542] [added: 11,836] | |

| Basic earnings per share attributable to AbbVie Inc. | | | $ | [removed: 2.73] [added: 2.40] | | | | | $ | [removed: 6.65] [added: 2.73] | | | | | $ | [removed: 6.48] [added: 6.65] | |

| Diluted earnings per share attributable to AbbVie Inc. | | | $ | [removed: 2.72] [added: 2.39] | | | | | $ | [removed: 6.63] [added: 2.72] | | | | | $ | [removed: 6.45] [added: 6.63] | |

| Weighted-average basic shares outstanding | | | [removed: 1,768] [added: 1,769] | | | | | | [removed: 1,771] [added: 1,768] | | | | | | [removed: 1,770] [added: 1,771] | | |

| [Note 1](#i6708ee1102d74ed6ad777bb3194247d4_115) | | | [Background](#i6708ee1102d74ed6ad777bb3194247d4_115) | | | [56](#i6708ee1102d74ed6ad777bb3194247d4_115) | | |

| [Note 6](#i6708ee1102d74ed6ad777bb3194247d4_133) | | | [Collaborations](#i6708ee1102d74ed6ad777bb3194247d4_133) | | | [68](#i6708ee1102d74ed6ad777bb3194247d4_133) | | |

| [Note 9](#i6708ee1102d74ed6ad777bb3194247d4_142) | | | [Leases](#i6708ee1102d74ed6ad777bb3194247d4_142) | | | [73](#i6708ee1102d74ed6ad777bb3194247d4_142) | | |

| [Note 13](#i6708ee1102d74ed6ad777bb3194247d4_172) | | | [Equity](#i6708ee1102d74ed6ad777bb3194247d4_172) | | | [88](#i6708ee1102d74ed6ad777bb3194247d4_172) | | |

| Balance at December 31, 2024 | | | 1,765 | | | | | | $ | 18 | | | | | $ | (8,201) | | | | | $ | 21,333 | | | | | $ | (7,900) | | | | | $ | (1,925) | | | | | $ | 39 | | | | | $ | 3,364 | |

| Proceeds from issuance of other short-term borrowings | | | 5,008 | | | | | | — | | | | | | — | | |

AbbVie completed its previously announced acquisitions of ImmunoGen, Inc. (ImmunoGen) on February 12, 2024 and Cerevel Therapeutics Holdings, Inc. (Cerevel Therapeutics) on August 1, 2024.

See Note 5 and Note 10 for additional information regarding these acquisitions.

product and by payer.

ASU No. 2024-03

In November 2024, the Financial Accounting Standards Board (FASB) issued *Accounting Standards Update (ASU) No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40*).

The standard requires further disaggregation of relevant expense captions in a separate note to the financial statements.

The standard is effective for AbbVie starting in annual periods in 2025.

*Recently Adopted Accounting Pronouncements*

AbbVie adopted the standard in the fourth quarter of 2024.

The adoption did not have a material impact on its consolidated financial statements.

See Note 16 for additional information.

On August 1, 2024, AbbVie completed its previously announced acquisition of Cerevel Therapeutics.

The total fair value of the consideration transferred to owners of Cerevel Therapeutics common stock was $8.7 billion ($8.3 billion, net of cash acquired).

The acquisition of Cerevel Therapeutics has been accounted for as a business combination using the acquisition method of accounting.

The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2024.

As a result, AbbVie recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date.

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:

| Assets acquired and liabilities assumed | | | | | |

| Prepaid expenses and other current assets | | | 9 | | |

| Property and equipment, net | | | 25 | | |

| Investments | | | 121 | | |

| Intangible assets, net | | | 8,100 | | |

| Other noncurrent assets | | | 31 | | |

| Current portion of long-term debt | | | (400) | | |

| Long-term debt | | | (246) | | |

| Deferred income taxes | | | (1,292) | | |

| Other long-term liabilities | | | (31) | | |

| Total identifiable net assets | | | 6,960 | | |

| Goodwill | | | 1,702 | | |

| Total assets acquired and liabilities assumed | | | $ | 8,662 | |

Intangible assets relate to $8.1 billion of acquired in-process research and development (IPR&D) associated with products that have not yet received regulatory approval.

| [Note 1](#i891ae87e1630411bb99f581d920680e3_112) | | | [Background](#i891ae87e1630411bb99f581d920680e3_112) | | | [56](#i891ae87e1630411bb99f581d920680e3_112) | | |

| [Note 6](#i891ae87e1630411bb99f581d920680e3_130) | | | [Collaborations](#i891ae87e1630411bb99f581d920680e3_130) | | | [65](#i891ae87e1630411bb99f581d920680e3_130) | | |

| [Note 9](#i891ae87e1630411bb99f581d920680e3_139) | | | [Leases](#i891ae87e1630411bb99f581d920680e3_139) | | | [69](#i891ae87e1630411bb99f581d920680e3_139) | | |

| [Note 13](#i891ae87e1630411bb99f581d920680e3_169) | | | [Equity](#i891ae87e1630411bb99f581d920680e3_169) | | | [83](#i891ae87e1630411bb99f581d920680e3_169) | | |

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

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

| Balance at December 31, 2020 | | | 1,765 | | | | | | $ | 18 | | | | | $ | (2,264) | | | | | $ | 17,384 | | | | | $ | 1,055 | | | | | $ | (3,117) | | | | | $ | 21 | | | | | $ | 13,097 | |

| Other charges related to collaborations | | | — | | | | | | — | | | | | | 500 | | |

products subject to the rebate, the applicable price terms and the estimated lag time between sale and payment of the rebate, which can be significant.

The standard is effective for AbbVie starting in annual periods in 2024 and interim periods in 2025, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements.

On December 6, 2023, AbbVie announced that it entered into a definitive agreement under which AbbVie will acquire Cerevel Therapeutics Holdings, Inc. (Cerevel Therapeutics).

The transaction is expected to close in 2024 subject to regulatory approvals and other customary closing conditions.

Due to the proximity of the closing date of the acquisition to the date of filing this Annual Report on Form 10-K, the initial accounting for the acquisition is not complete.

Significant, relevant information needed to complete the initial accounting, including the identification and measurement of the fair value of assets acquired and liabilities assumed, is pending.

As a result, it is not practicable to disclose the preliminary allocation of the purchase price to assets acquired and liabilities assumed or provide other related disclosures.

In connection with these acquisitions, AbbVie entered into several debt and financing arrangements.

Acquisition of Soliton, Inc.

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.

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 agreement also includes

*Calico Life Sciences LLC*

In July 2021, AbbVie and Calico Life Sciences LLC (Calico) entered into an extension of their collaboration to discover, develop and bring to market new therapies for patients with age-related diseases, including neurodegeneration and cancer.

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

Under the terms of the agreement, AbbVie and Calico will each contribute an additional $500 million, and the term is extended for an additional three years.

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

Calico will be responsible for research and early development until 2025 and will advance collaboration projects into Phase 2a through 2030.

Following completion of the Phase 2a studies, AbbVie will have the option to exclusively license the collaboration compounds.

Upon exercise, AbbVie would be responsible for late-stage development and commercial activities.

Collaboration costs and profits will be shared equally by both parties post option exercise.

During the third quarter of 2021, AbbVie recorded $500 million as other operating expense in the consolidated statement of earnings related to its commitments under the agreement.

*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.

*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.

Evaluation of disclosure controls and procedures. The Chief Executive Officer, [removed: Richard] [added: Robert] A.

[removed: Gonzalez,] [added: Michael,] and the Chief Financial Officer, Scott T.

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: 2023.][added: 2024.]

Management assessed the effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on that assessment, management concluded that AbbVie maintained effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

The effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023.][added: 2024.]

| [removed: 99] [added: 105] | | | [removed: ] [added: ] \| [removed: *2023] [added: *2024] Form 10-K* | | | | | | | | |

We have audited AbbVie Inc. and subsidiaries' internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 20, 2024] [added: 14, 2025] expressed an unqualified opinion thereon.

| | | | | | | [removed: *2023] [added: *2024] Form 10-K* \| [removed: ] [added: ] | | | [removed: 100] [added: 104] | | |

February 14, 2025

February 20, 2024

During the three months ended December 31, [removed: 2023,] [added: 2024,] no director or officer of the company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as provided below.

| Perry C. Siatis Executive Vice President, General Counsel and Secretary | | | Adoption | | | [removed: 11/01/2023] [added: 11/19/2024] | | | Rule 10b5-1 Trading Arrangement | | | Up to [removed: 31,549] [added: 48,568] Shares to be Sold | | | [removed: 08/30/2024] [added: 11/19/2025] | | |

| Timothy J. Richmond Executive Vice President, Chief Human Resources Officer | | | Adoption | | | [removed: 11/13/2023] [added: 11/27/2024] | | | Rule 10b5-1 Trading Arrangement | | | Up to [removed: 122,957] [added: 83,887] Shares to be Sold | | | [removed: 12/31/2024] [added: 07/01/2025] | | |