Item 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AbbVie Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings (unaudited)

Three months ended September 30,Nine months ended September 30,
(in millions, except per share data)2023202220232022
Net revenues$13,927$14,812$40,017$42,933
Cost of products sold6,4855,02214,71113,244
Selling, general and administrative3,3723,3049,67911,843
Research and development1,7231,6145,7484,720
Acquired IPR&D and milestones6640496454
Other operating expense (income), net—229(179)57
Total operating costs and expenses11,64610,20930,45530,318
Operating earnings2,2814,6039,56212,615
Interest expense, net3984971,3061,568
Net foreign exchange loss253697108
Other expense (income), net(95)(330)3,121427
Earnings before income tax expense1,9534,4005,03810,512
Income tax expense1724489891,139
Net earnings1,7813,9524,0499,373
Net earnings attributable to noncontrolling interest33810
Net earnings attributable to AbbVie Inc.$1,778$3,949$4,041$9,363
Per share data
Basic earnings per share attributable to AbbVie Inc.$1.00$2.22$2.27$5.26
Diluted earnings per share attributable to AbbVie Inc.$1.00$2.21$2.26$5.24
Weighted-average basic shares outstanding1,7671,7711,7681,771
Weighted-average diluted shares outstanding1,7711,7761,7721,777

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AbbVie Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (unaudited)

Three months ended September 30,Nine months ended September 30,
(in millions)2023202220232022
Net earnings$1,781$3,952$4,049$9,373
Foreign currency translation adjustments, net of tax expense (benefit) of $(17) for the three months and $(11) for the nine months ended September 30, 2023 and $(11) for the three months and $(30) for the nine months ended September 30, 2022(457)(989)(279)(2,043)
Net investment hedging activities, net of tax expense (benefit) of $84 for the three months and $26 for the nine months ended September 30, 2023 and $165 for the three months and $348 for the nine months ended September 30, 2022302599891,265
Pension and post-employment benefits, net of tax expense (benefit) of $1 for the three months and $11 for the nine months ended September 30, 2023 and $14 for the three months and $35 for the nine months ended September 30, 202226038136
Cash flow hedging activities, net of tax expense (benefit) of $7 for the three months and $(1) for the nine months ended September 30, 2023 and $14 for the three months and $17 for the nine months ended September 30, 20225283(2)98
Other comprehensive loss(101)(247)(154)(544)
Comprehensive income1,6803,7053,8958,829
Comprehensive income attributable to noncontrolling interest33810
Comprehensive income attributable to AbbVie Inc.$1,677$3,702$3,887$8,819

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AbbVie Inc. and Subsidiaries Condensed Consolidated Balance Sheets

(in millions, except share data)September 30, 2023December 31, 2022
(unaudited)
Assets
Current assets
Cash and equivalents$13,287$9,201
Short-term investments328
Accounts receivable, net11,41211,254
Inventories3,9813,579
Prepaid expenses and other4,5414,401
Total current assets33,22428,463
Investments275241
Property and equipment, net4,9344,935
Intangible assets, net58,60367,439
Goodwill32,09132,156
Other assets7,0945,571
Total assets$136,221$138,805
Liabilities and Equity
Current liabilities
Short-term borrowings$2$1
Current portion of long-term debt and finance lease obligations5,1134,135
Accounts payable and accrued liabilities29,65825,402
Total current liabilities34,77329,538
Long-term debt and finance lease obligations55,63159,135
Deferred income taxes2,0442,190
Other long-term liabilities31,64430,655
Commitments and contingencies
Stockholders' equity
Common stock, $0.01 par value, 4,000,000,000 shares authorized, 1,822,577,212 shares issued as of September 30, 2023 and 1,813,770,294 as of December 31, 20221818
Common stock held in treasury, at cost, 57,091,177 shares as of September 30, 2023 and 44,589,000 as of December 31, 2022(6,525)(4,594)
Additional paid-in capital20,02119,245
Retained earnings9334,784
Accumulated other comprehensive loss(2,353)(2,199)
Total stockholders' equity12,09417,254
Noncontrolling interest3533
Total equity12,12917,287
Total liabilities and equity$136,221$138,805

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AbbVie Inc. and Subsidiaries Condensed Consolidated Statements of Equity (unaudited)

(in millions)Common shares outstandingCommon stockTreasury stockAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossNoncontrolling interestTotal
Balance at June 30, 20221,768$18$(4,591)$18,906$3,516$(3,196)$35$14,688
Net earnings attributable to AbbVie Inc.————3,949——3,949
Other comprehensive loss, net of tax—————(247)—(247)
Dividends declared————(2,512)——(2,512)
Purchases of treasury stock——(4)————(4)
Stock-based compensation plans and other——5150———155
Change in noncontrolling interest——————(2)(2)
Balance at September 30, 20221,768$18$(4,590)$19,056$4,953$(3,443)$33$16,027
Balance at June 30, 20231,765$18$(6,528)$19,839$1,789$(2,252)$32$12,898
Net earnings attributable to AbbVie Inc.————1,778——1,778
Other comprehensive loss, net of tax—————(101)—(101)
Dividends declared————(2,634)——(2,634)
Purchases of treasury stock——(4)————(4)
Stock-based compensation plans and other——7182———189
Change in noncontrolling interest——————33
Balance at September 30, 20231,765$18$(6,525)$20,021$933$(2,353)$35$12,129
Balance at December 31, 20211,768$18$(3,143)$18,305$3,127$(2,899)$28$15,436
Net earnings attributable to AbbVie Inc.————9,363——9,363
Other comprehensive loss, net of tax—————(544)—(544)
Dividends declared————(7,537)——(7,537)
Purchases of treasury stock(10)—(1,483)————(1,483)
Stock-based compensation plans and other10—36751———787
Change in noncontrolling interest——————55
Balance at September 30, 20221,768$18$(4,590)$19,056$4,953$(3,443)$33$16,027
Balance at December 31, 20221,769$18$(4,594)$19,245$4,784$(2,199)$33$17,287
Net earnings attributable to AbbVie Inc.————4,041——4,041
Other comprehensive loss, net of tax—————(154)—(154)
Dividends declared————(7,892)——(7,892)
Purchases of treasury stock(12)—(1,969)————(1,969)
Stock-based compensation plans and other8—38776———814
Change in noncontrolling interest——————22
Balance at September 30, 20231,765$18$(6,525)$20,021$933$(2,353)$35$12,129

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AbbVie Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (unaudited)

Nine months ended September 30,
(in millions) (brackets denote cash outflows)20232022
Cash flows from operating activities
Net earnings$4,049$9,373
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation565582
Amortization of intangible assets6,0575,728
Deferred income taxes(1,498)(1,415)
Change in fair value of contingent consideration liabilities3,432647
Payments of contingent consideration liabilities(407)(161)
Stock-based compensation622539
Acquired IPR&D and milestones496454
Gain on divestitures—(172)
Non-cash litigation reserve adjustments, net of cash payments(205)2,261
Impairment of intangible assets2,824770
Other, net(219)(151)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable(273)(1,039)
Inventories(513)(516)
Prepaid expenses and other assets394(60)
Accounts payable and other liabilities3,661491
Income tax assets and liabilities, net(899)184
Cash flows from operating activities18,08617,515
Cash flows from investing activities
Acquisitions and investments(670)(494)
Acquisitions of property and equipment(572)(482)
Purchases of investment securities(43)(1,428)
Sales and maturities of investment securities411,460
Other, net35769
Cash flows from investing activities(1,209)(175)
Cash flows from financing activities
Proceeds from issuance of long-term debt—2,000
Repayments of long-term debt and finance lease obligations(2,355)(7,582)
Dividends paid(7,913)(7,537)
Purchases of treasury stock(1,969)(1,483)
Proceeds from the exercise of stock options149209
Payments of contingent consideration liabilities(735)(817)
Other, net5041
Cash flows from financing activities(12,773)(15,169)
Effect of exchange rate changes on cash and equivalents(18)(85)
Net change in cash and equivalents4,0862,086
Cash and equivalents, beginning of period9,2019,746
Cash and equivalents, end of period$13,287$11,832

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AbbVie Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 Basis of Presentation

Basis of Historical Presentation

The unaudited interim condensed consolidated financial statements of AbbVie Inc. (AbbVie or the company) have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2022.

It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the company’s financial position and operating results. Net revenues and net earnings for any interim period are not necessarily indicative of future or annual results. Certain other reclassifications were made to conform the prior period interim condensed consolidated financial statements to the current period presentation.

Note 2 Supplemental Financial Information

Interest Expense, Net

Three months ended September 30,Nine months ended September 30,
(in millions)2023202220232022
Interest expense$555$560$1,660$1,664
Interest income(157)(63)(354)(96)
Interest expense, net$398$497$1,306$1,568

Inventories

(in millions)September 30, 2023December 31, 2022
Finished goods$1,035$1,162
Work-in-process1,6901,417
Raw materials1,2561,000
Inventories$3,981$3,579

Property and Equipment, Net

(in millions)September 30, 2023December 31, 2022
Property and equipment, gross$11,374$10,986
Accumulated depreciation(6,440)(6,051)
Property and equipment, net$4,934$4,935

Depreciation expense was $196 million for the three months and $565 million for the nine months ended September 30, 2023 and $181 million for the three months and $582 million for the nine months ended September 30, 2022.

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Note 3 Earnings Per Share

AbbVie grants certain restricted stock units (RSUs) that are considered to be participating securities. Due to the presence of participating securities, AbbVie calculates earnings per share (EPS) using the more dilutive of the treasury stock or the two-class method. For all periods presented, the two-class method was more dilutive.

The following table summarizes the impact of the two-class method:

Three months ended September 30,Nine months ended September 30,
(in millions, except per share data)2023202220232022
Basic EPS
Net earnings attributable to AbbVie Inc.$1,778$3,949$4,041$9,363
Earnings allocated to participating securities11183243
Earnings available to common shareholders$1,767$3,931$4,009$9,320
Weighted-average basic shares outstanding1,7671,7711,7681,771
Basic earnings per share attributable to AbbVie Inc.$1.00$2.22$2.27$5.26
Diluted EPS
Net earnings attributable to AbbVie Inc.$1,778$3,949$4,041$9,363
Earnings allocated to participating securities11183243
Earnings available to common shareholders$1,767$3,931$4,009$9,320
Weighted-average shares of common stock outstanding1,7671,7711,7681,771
Effect of dilutive securities4546
Weighted-average diluted shares outstanding1,7711,7761,7721,777
Diluted earnings per share attributable to AbbVie Inc.$1.00$2.21$2.26$5.24

Certain shares issuable under stock-based compensation plans were excluded from the computation of EPS because the effect would have been antidilutive. The number of common shares excluded was insignificant for all periods presented.

Note 4 Licensing, Acquisitions and Other Arrangements

Other Licensing & Acquisitions Activity

Cash outflows related to acquisitions and investments totaled $670 million for the nine months ended September 30, 2023 and $494 million for the nine months ended September 30, 2022. AbbVie recorded acquired IPR&D and milestones expense of $66 million for the three months and $496 million for the nine months ended September 30, 2023 and $40 million for the three months and $454 million for the nine months ended September 30, 2022.

Syndesi Therapeutics SA

In February 2022, AbbVie acquired Syndesi Therapeutics SA and its portfolio of novel modulators of the synaptic vesicle protein 2A, including its lead molecule ABBV-552, previously named SDI-118, and accounted for the transaction as an asset acquisition. ABBV-552 is a small molecule, which is being evaluated to target nerve terminals to enhance synaptic efficiency. Under the terms of the agreement, AbbVie made an upfront payment of $130 million which was recorded to acquired IPR&D and milestones expense in the condensed consolidated statement of earnings in the first quarter of 2022. The agreement also includes additional future payments of up to $870 million upon the achievement of certain development, regulatory and commercial milestones.

Juvise Pharmaceuticals

In June 2022, AbbVie and Laboratories Juvise Pharmaceuticals (Juvise) entered into an asset purchase agreement where Juvise acquired worldwide commercial rights of a mature brand Pylera, which is used for the treatment of peptic ulcers with an infection by the bacterium Helicobacter pylori. The transaction was accounted for as the sale of an asset. Upon completion of the transaction,

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AbbVie received net cash proceeds of $215 million and recognized a pre-tax gain of $172 million which was recorded in other operating income in the condensed consolidated statement of earnings in the second quarter of 2022.

Other Arrangements

AbbVie entered into several other arrangements resulting in charges related to upfront payments of $44 million for the three months and $396 million for the nine months ended September 30, 2023 and $40 million for the three months and $262 million for the nine months ended September 30, 2022. Acquired IPR&D and milestones expense also included development milestones of $22 million for the three months and $100 million for the nine months ended September 30, 2023 and $62 million for the nine months ended September 30, 2022. There were no development milestones for the three months ended September 30, 2022.

Note 5 Collaborations

The company has ongoing transactions with other entities through collaboration agreements. The following represent the significant collaboration agreements impacting the periods ended September 30, 2023 and 2022.

Collaboration with Janssen Biotech, Inc.

In December 2011, Pharmacyclics, a wholly-owned subsidiary of AbbVie, entered into a worldwide collaboration and license agreement with Janssen Biotech, Inc. and its affiliates (Janssen), one of the Janssen Pharmaceutical companies of Johnson & Johnson, for the joint development and commercialization of Imbruvica, a novel, orally active, selective covalent inhibitor of Bruton’s tyrosine kinase and certain compounds structurally related to Imbruvica, for oncology and other indications, excluding all immune and inflammatory mediated diseases or conditions and all psychiatric or psychological diseases or conditions, in the United States and outside the United States.

The collaboration provides Janssen with an exclusive license to commercialize Imbruvica outside of the United States and co-exclusively with AbbVie in the United States. Both parties are responsible for the development, manufacturing and marketing of any products generated as a result of the collaboration. The collaboration has no set duration or specific expiration date and provides for potential future development, regulatory and approval milestone payments of up to $200 million to AbbVie. The collaboration also includes a cost sharing arrangement for associated collaboration activities. Except in certain cases, Janssen is responsible for approximately 60% of collaboration development costs and AbbVie is responsible for the remaining 40% of collaboration development costs.

In the United States, both parties have co-exclusive rights to commercialize the products; however, AbbVie is the principal in the end-customer product sales. AbbVie and Janssen share pre-tax profits and losses equally from the commercialization of products. Sales of Imbruvica are included in AbbVie's net revenues. Janssen's share of profits is included in AbbVie's cost of products sold. Other costs incurred under the collaboration are reported in their respective expense line items, net of Janssen's share.

Outside the United States, Janssen is responsible for and has exclusive rights to commercialize Imbruvica. AbbVie and Janssen share pre-tax profits and losses equally from the commercialization of products. AbbVie's share of profits is included in AbbVie's net revenues. Other costs incurred under the collaboration are reported in their respective expense line items, net of Janssen's share.

The following table shows the profit and cost sharing relationship between Janssen and AbbVie:

Three months ended September 30,Nine months ended September 30,
(in millions)2023202220232022
United States - Janssen's share of profits (included in cost of products sold)$316$398$925$1,210
International - AbbVie's share of profits (included in net revenues)230286711868
Global - AbbVie's share of other costs (included in respective line items)5963171196

AbbVie’s receivable from Janssen, included in accounts receivable, net, was $253 million at September 30, 2023 and $295 million at December 31, 2022. AbbVie’s payable to Janssen, included in accounts payable and accrued liabilities, was $308 million at September 30, 2023 and $379 million at December 31, 2022.

Collaboration with Genentech, Inc.

AbbVie and Genentech, Inc. (Genentech), a member of the Roche Group, are parties to a collaboration and license agreement executed in 2007 to jointly research, develop and commercialize human therapeutic products containing BCL-2 inhibitors and certain other compound inhibitors which includes Venclexta, a BCL-2 inhibitor used to treat certain hematological malignancies. AbbVie

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shares equally with Genentech all pre-tax profits and losses from the development and commercialization of Venclexta in the United States. AbbVie pays royalties on Venclexta net revenues outside the United States.

AbbVie manufactures and distributes Venclexta globally and is the principal in the end-customer product sales. Sales of Venclexta are included in AbbVie’s net revenues. Genentech’s share of United States profits is included in AbbVie’s cost of products sold. AbbVie records sales and marketing costs associated with the United States collaboration as part of selling, general and administrative (SG&A) expenses and global development costs as part of research and development (R&D) expenses, net of Genentech’s share. Royalties paid for Venclexta revenues outside the United States are also included in AbbVie’s cost of products sold.

The following table shows the profit and cost sharing relationship between Genentech and AbbVie:

Three months ended September 30,Nine months ended September 30,
(in millions)2023202220232022
Genentech's share of profits, including royalties (included in cost of products sold)$225$204$641$578
AbbVie's share of sales and marketing costs from U.S. collaboration (included in SG&A)13103227
AbbVie's share of development costs (included in R&D)24298287

Note 6 Goodwill and Intangible Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill:

(in millions)
Balance as of December 31, 2022$32,156
Foreign currency translation adjustments(65)
Balance as of September 30, 2023$32,091

The company performs its annual goodwill impairment assessment in the third quarter, or earlier if impairment indicators exist. As of September 30, 2023, there were no accumulated goodwill impairment losses.

Intangible Assets, Net

The following table summarizes intangible assets:

September 30, 2023December 31, 2022
(in millions)Gross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Definite-lived intangible assets
Developed product rights$76,526$(21,170)$55,356$87,698$(25,003)$62,695
License agreements8,261(5,299)2,9628,474(4,642)3,832
Total definite-lived intangible assets84,787(26,469)58,31896,172(29,645)66,527
Indefinite-lived intangible assets285—285912—912
Total intangible assets, net$85,072$(26,469)$58,603$97,084$(29,645)$67,439

Definite-Lived Intangible Assets

Amortization expense was $2.0 billion for the three months and $6.1 billion for the nine months ended September 30, 2023 and $2.0 billion for the three months and $5.7 billion for the nine months ended September 30, 2022. Amortization expense was included in cost of products sold in the condensed consolidated statements of earnings.

In August 2023, as part of the Inflation Reduction Act (IRA) of 2022, the company’s oncology product Imbruvica sold in the United States (U.S.) was included on the list of products selected for negotiation by the Centers for Medicare & Medicaid Services. The selection resulted in a significant decrease in the estimated future cash flows for the product and represented a triggering event

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which required the company to evaluate the underlying definite lived-intangible asset for impairment. The company utilized a discounted cash flow analysis to determine the fair value of $1.9 billion, which was lower than the carrying value of $4.0 billion and resulted in a partial impairment of both the gross and net carrying amount as of August 29, 2023. Based on the revised cash flows, the company recorded a pre-tax impairment charge of $2.1 billion to cost of products sold in the condensed consolidated statement of earnings for the third quarter of 2023. The fair value measurement was based on Level 3 inputs including estimated net revenues, cost of products sold, R&D costs, selling and marketing costs and discount rate. The remaining intangible asset carrying value related to Imbruvica in the U.S. totaled $1.8 billion as of September 30, 2023.

In September 2022, the company made a strategic decision to reduce ongoing sales and marketing investment related to Vuity, an on-market product to treat presbyopia. This strategic decision contributed to a significant decrease in the estimated future cash flows for the product and represented a triggering event which required the company to evaluate the underlying definite lived-intangible asset for impairment. The company utilized a discounted cash flow analysis to estimate the fair value of the intangible asset resulting in a full impairment of both the gross and net carrying amount. Based on the revised cash flows, the company recorded a pre-tax impairment charge of $770 million to cost of products sold in the condensed consolidated statement of earnings for the third quarter of 2022.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets represent acquired IPR&D associated with products that have not yet received regulatory approval. The company performs its annual impairment assessment of indefinite-lived intangible assets in the third quarter, or earlier if impairment indicators exist.

During the first quarter of 2023, the company made a decision to revise the research and development plan for AGN-151607, a novel investigational neurotoxin for the prevention of postoperative atrial fibrillation in cardiac surgery patients. This decision contributed to a delay in the estimated timing of regulatory approval as well as a significant decrease in estimated future cash flows of the product and represented a triggering event which required the company to evaluate the underlying indefinite-lived intangible asset for impairment. The company utilized a discounted cash flow analysis to estimate the fair value which was below the carrying value of the intangible asset. Based on the revised cash flows, the company recorded a pre-tax impairment charge of $630 million to research and development expense in the condensed consolidated statement of earnings for the first quarter of 2023.

Note 7 Integration and Restructuring Plans

Allergan Integration Plan

Following the closing of the Allergan acquisition, AbbVie implemented an integration plan designed to reduce costs, integrate and optimize the combined organization and incurred total cumulative charges of $2.5 billion through September 30, 2023. These costs consist of severance and employee benefit costs (cash severance, non-cash severance including accelerated equity award compensation expense, retention and other termination benefits) and other integration expenses.

The following table summarizes the charges (benefits) associated with the Allergan acquisition integration plan:

Three months ended September 30,Nine months ended September 30,
(in millions)2023202220232022
Cost of products sold$20$24$66$81
Research and development14214
Selling, general and administrative3988134234
Total charges$60$116$202$329

The following table summarizes the cash activity in the recorded liability associated with the Allergan integration plan for the nine months ended September 30, 2023:

(in millions)
Accrued balance as of December 31, 2022$107
Charges192
Payments and other adjustments(258)
Accrued balance as of September 30, 2023$41
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Other Restructuring

AbbVie recorded restructuring charges of $10 million for the three months and $55 million for the nine months ended September 30, 2023 and $50 million for the three months and $143 million for the nine months ended September 30, 2022.

The following table summarizes the cash activity in the restructuring reserve for the nine months ended September 30, 2023:

(in millions)
Accrued balance as of December 31, 2022$176
Restructuring charges31
Payments and other adjustments(64)
Accrued balance as of September 30, 2023$143

Note 8 Financial Instruments and Fair Value Measures

Risk Management Policy

See Note 11 to the company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a summary of AbbVie’s risk management policy and use of derivative instruments.

Financial Instruments

Various AbbVie foreign subsidiaries enter into foreign currency forward exchange contracts to manage exposures to changes in foreign exchange rates for anticipated intercompany transactions denominated in a currency other than the functional currency of the local entity. These contracts, with notional amounts totaling $2.5 billion at September 30, 2023 and $1.7 billion at December 31, 2022, are designated as cash flow hedges and are recorded at fair value. The durations of these forward exchange contracts were generally less than 18 months. Accumulated gains and losses as of September 30, 2023 are reclassified from accumulated other comprehensive income (loss) (AOCI) and included in cost of products sold at the time the products are sold, generally not exceeding six months from the date of settlement.

In 2019, the company entered into treasury rate lock agreements with notional amounts totaling $10.0 billion to hedge exposure to variability in future cash flows resulting from changes in interest rates related to the issuance of long-term debt in connection with the acquisition of Allergan. The treasury rate lock agreements were designated as cash flow hedges and recorded at fair value. The agreements were net settled upon issuance of the senior notes in 2019 and the resulting net gain was included in AOCI. This gain is reclassified to interest expense, net over the term of the related debt.

The company was a party to interest rate swap contracts designated as cash flow hedges that matured in November 2022. The effect of the hedge contracts was to change a floating-rate interest obligation to a fixed rate for that portion of the floating-rate debt. Realized and unrealized gains or losses were included in AOCI and reclassified to interest expense, net over the lives of the floating-rate debt.

In June 2023, the company entered into a cross-currency swap contract with a notional amount totaling €433 million to hedge the company’s exposure to changes in future cash flows of foreign currency denominated debt related to changes in foreign exchange rates. The cross-currency swap contract was designated as a cash flow hedge and effectively converted the interest and principal payments of the related foreign currency denominated debt to U.S. dollars. The unrealized gains and losses on the contract are included in AOCI and are reclassified to net foreign exchange loss over the term of the related debt.

The company also enters into foreign currency forward exchange contracts to manage its exposure to foreign currency denominated trade payables and receivables and intercompany loans. These contracts are not designated as hedges and are recorded at fair value. Resulting gains or losses are reflected in net foreign exchange gain or loss in the condensed consolidated statements of earnings and are generally offset by losses or gains on the foreign currency exposure being managed. These contracts had notional amounts totaling $6.8 billion at September 30, 2023 and $6.5 billion at December 31, 2022.

The company also uses foreign currency forward exchange contracts or foreign currency denominated debt to hedge its net investments in certain foreign subsidiaries and affiliates. The company had an aggregate principal amount of senior Euro notes designated as net investment hedges of €5.4 billion at September 30, 2023 and €5.9 billion at December 31, 2022. In addition, the company had foreign currency forward exchange contracts designated as net investment hedges with notional amounts totaling €4.9 billion, SEK1.4 billion, CAD750 million and CHF50 million at September 30, 2023 and €4.3 billion, SEK2.0 billion, CAD750 million and CHF90 million at December 31, 2022. The company uses the spot method of assessing hedge effectiveness for derivative instruments designated as net investment hedges. Realized and unrealized gains and losses from these hedges are included in AOCI

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and the initial fair value of hedge components excluded from the assessment of effectiveness is recognized in interest expense, net over the life of the hedging instrument.

The company is a party to interest rate swap contracts designated as fair value hedges with notional amounts totaling $5.0 billion at September 30, 2023 and $4.5 billion at December 31, 2022. The effect of the hedge contracts is to change a fixed-rate interest obligation to a floating rate for that portion of the debt. AbbVie records the contracts at fair value and adjusts the carrying amount of the fixed-rate debt by an offsetting amount.

No amounts are excluded from the assessment of effectiveness for cash flow hedges or fair value hedges.

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The following table summarizes the amounts and location of AbbVie’s derivative instruments on the condensed consolidated balance sheets:

Fair value – Derivatives in asset positionFair value – Derivatives in liability position
(in millions)Balance sheet captionSeptember 30, 2023December 31, 2022Balance sheet captionSeptember 30, 2023December 31, 2022
Foreign currency forward exchange contracts
Designated as cash flow hedgesPrepaid expenses and other$90$49Accounts payable and accrued liabilities$3$8
Designated as cash flow hedgesOther assets—1Other long-term liabilities——
Designated as net investment hedgesPrepaid expenses and other326Accounts payable and accrued liabilities2936
Designated as net investment hedgesOther assets15774Other long-term liabilities947
Not designated as hedgesPrepaid expenses and other3033Accounts payable and accrued liabilities4941
Cross-currency swap contracts
Designated as cash flow hedgesPrepaid expenses and other——Accounts payable and accrued liabilities5—
Interest rate swap contracts
Designated as fair value hedgesPrepaid expenses and other——Accounts payable and accrued liabilities217
Designated as fair value hedgesOther assets——Other long-term liabilities434375
Total derivatives$309$163$531$524

While certain derivatives are subject to netting arrangements with the company’s counterparties, the company does not offset derivative assets and liabilities within the condensed consolidated balance sheets.

The following table presents the pre-tax amounts of gains (losses) from derivative instruments recognized in other comprehensive loss:

Three months ended September 30,Nine months ended September 30,
(in millions)2023202220232022
Foreign currency forward exchange contracts
Designated as cash flow hedges$76$124$81$171
Designated as net investment hedges241362153748
Cross-currency swap contracts designated as cash flow hedges(14)—(5)—
Interest rate swap contracts designated as cash flow hedges———6

Assuming market rates remain constant through contract maturities, the company expects to reclassify pre-tax gains of $74 million into cost of products sold for foreign currency cash flow hedges, pre-tax gains of $1 million into net foreign exchange loss for cross-currency swap cash flow hedges and pre-tax gains of $24 million into interest expense, net for treasury rate lock agreement cash flow hedges during the next 12 months.

Related to AbbVie’s non-derivative, foreign currency denominated debt designated as net investment hedges, the company recognized in other comprehensive loss pre-tax gains of $173 million for the three months and pre-tax gains of $47 million for the nine months ended September 30, 2023 and pre-tax gains of $431 million for the three months and pre-tax gains of $932 million for the nine months ended September 30, 2022.

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The following table summarizes the pre-tax amounts and location of derivative instrument net gains (losses) recognized in the condensed consolidated statements of earnings, including the net gains (losses) reclassified out of AOCI into net earnings. See Note 10 for the amount of net gains (losses) reclassified out of AOCI.

Three months ended September 30,Nine months ended September 30,
(in millions)Statement of earnings caption2023202220232022
Foreign currency forward exchange contracts
Designated as cash flow hedgesCost of products sold$11$21$67$47
Designated as net investment hedgesInterest expense, net28298567
Not designated as hedgesNet foreign exchange loss(41)(121)(7)(285)
Treasury rate lock agreements designated as cash flow hedgesInterest expense, net661818
Cross-currency swap contracts designated as cash flow hedgesNet foreign exchange loss(14)—(6)—
Interest rate swap contracts
Designated as cash flow hedgesInterest expense, net———(3)
Designated as fair value hedgesInterest expense, net(58)(141)(44)(424)
Debt designated as hedged item in fair value hedgesInterest expense, net5814144424

Fair Value Measures

The fair value hierarchy consists of the following three levels:

  • Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access;

  • Level 2 – Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations in which all significant inputs are observable in the market; and

  • Level 3 – Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company’s management about the assumptions market participants would use in pricing the asset or liability.

The following table summarizes the bases used to measure certain assets and liabilities carried at fair value on a recurring basis on the condensed consolidated balance sheet as of September 30, 2023:

Basis of fair value measurement
(in millions)TotalQuoted prices in active markets for identical assets (Level 1)Significant other observable inputs (Level 2)Significant unobservable inputs (Level 3)
Assets
Cash and equivalents$13,287$5,531$7,756$—
Money market funds and time deposits10—10—
Debt securities28—28—
Equity securities1098623—
Foreign currency contracts309—309—
Total assets$13,743$5,617$8,126$—
Liabilities
Interest rate swap contracts$436$—$436$—
Cross-currency swap contracts5—5—
Foreign currency contracts90—90—
Contingent consideration18,674——18,674
Total liabilities$19,205$—$531$18,674
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The following table summarizes the bases used to measure certain assets and liabilities carried at fair value on a recurring basis on the condensed consolidated balance sheet as of December 31, 2022:

Basis of fair value measurement
(in millions)TotalQuoted prices in active markets for identical assets (Level 1)Significant other observable inputs (Level 2)Significant unobservable inputs (Level 3)
Assets
Cash and equivalents$9,201$4,201$5,000$—
Money market funds and time deposits21—21—
Debt securities28—28—
Equity securities915932—
Foreign currency contracts163—163—
Total assets$9,504$4,260$5,244$—
Liabilities
Interest rate swap contracts$392$—$392$—
Foreign currency contracts132—132—
Contingent consideration16,384——16,384
Total liabilities$16,908$—$524$16,384

Money market funds and time deposits are valued using relevant observable market inputs including quoted prices for similar assets and interest rate curves. Equity securities primarily consist of investments for which the fair values were determined by using the published market prices per unit multiplied by the number of units held, without consideration of transaction costs. The derivatives entered into by the company were valued using observable market inputs including published interest rate curves and both forward and spot prices for foreign currencies.

The fair value measurements of the contingent consideration liabilities were determined based on significant unobservable inputs, including the discount rate, estimated probabilities and timing of achieving specified development, regulatory and commercial milestones and the estimated amount of future sales of the acquired products. The potential contingent consideration payments are estimated by applying a probability-weighted expected payment model for contingent milestone payments and a Monte Carlo simulation model for contingent royalty payments, which are then discounted to present value. Changes to the fair value of the contingent consideration liabilities can result from changes to one or a number of inputs, including discount rates, the probabilities of achieving the milestones, the time required to achieve the milestones and estimated future sales. Significant judgment is employed in determining the appropriateness of certain of these inputs. Changes to the inputs described above could have a material impact on the company's financial position and results of operations in any given period.

The fair value of the company's contingent consideration liabilities was calculated using the following significant unobservable inputs:

September 30, 2023December 31, 2022
(in millions)RangeWeighted average**(a)**RangeWeighted average**(a)**
Discount rate5.3% - 6.1%5.5%4.7%- 5.1%4.8%
Probability of payment for unachieved milestones100% - 100%100%100% - 100%100%
Probability of payment for royalties by indication(b)89% - 100%99%56% - 100%99%
Projected year of payments2023 - 203420272023 - 20342028

(a) Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities.

(b) Excluding approved indications, the estimated probability of payment was 89% at September 30, 2023 and 56% at December 31, 2022.

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There have been no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy. The following table presents the changes in fair value of total contingent consideration liabilities which are measured using Level 3 inputs:

Nine months ended September 30,
(in millions)20232022
Beginning balance$16,384$14,887
Change in fair value recognized in net earnings3,432647
Payments(1,142)(978)
Ending balance$18,674$14,556

The change in fair value recognized in net earnings is recorded in other expense (income), net in the condensed consolidated statements of earnings. Contingent consideration payments of amounts up to the initial acquisition date fair value are classified as cash outflows from financing activities and payments of amounts in excess of the initial acquisition date fair value are classified as cash outflows from operating activities in the condensed consolidated statements of cash flows.

Certain financial instruments are carried at historical cost or some basis other than fair value. The book values, approximate fair values and bases used to measure the approximate fair values of certain financial instruments as of September 30, 2023 are shown in the table below:

Basis of fair value measurement
(in millions)Book valueApproximate fair valueQuoted prices in active markets for identical assets (Level 1)Significant other observable inputs (Level 2)Significant unobservable inputs (Level 3)
Liabilities
Short-term borrowings$2$2$—$2$—
Current portion of long-term debt and finance lease obligations, excluding fair value hedges5,1135,0414,763278—
Long-term debt and finance lease obligations, excluding fair value hedges56,03549,63349,124509—
Total liabilities$61,150$54,676$53,887$789$—

The book values, approximate fair values and bases used to measure the approximate fair values of certain financial instruments as of December 31, 2022 are shown in the table below:

Basis of fair value measurement
(in millions)Book valueApproximate fair valueQuoted prices in active markets for identical assets (Level 1)Significant other observable inputs (Level 2)Significant unobservable inputs (Level 3)
Liabilities
Short-term borrowings$1$1$—$1$—
Current portion of long-term debt and finance lease obligations, excluding fair value hedges4,1524,1213,930191—
Long-term debt and finance lease obligations, excluding fair value hedges59,46354,07353,365708—
Total liabilities$63,616$58,195$57,295$900$—

AbbVie also holds investments in equity securities that do not have readily determinable fair values. The company records these investments at cost and remeasures them to fair value based on certain observable price changes or impairment events as they occur. The carrying amount of these investments was $131 million as of September 30, 2023 and $129 million as of December 31, 2022. No significant cumulative upward or downward adjustments have been recorded for these investments as of September 30, 2023.

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Concentrations of Risk

Of total net accounts receivable, three U.S. wholesalers accounted for 81% as of September 30, 2023 and 82% as of December 31, 2022, and substantially all of AbbVie’s pharmaceutical product net revenues in the United States were to these three wholesalers.

Humira (adalimumab) is AbbVie’s single largest product and accounted for approximately 28% of AbbVie’s total net revenues for the nine months ended September 30, 2023 and 36% for the nine months ended September 30, 2022.

Debt and Credit Facilities

Long-Term Debt

In January 2023, the company repaid a $1.0 billion floating rate three-year term loan that was scheduled to mature in May 2023. In March 2023, the company repaid a $350 million aggregate principal amount of 2.80% senior notes at maturity.

In May 2023, the company repaid $1.0 billion aggregate principal amount of 2.85% senior notes at maturity.

In January 2022, the company repaid $2.9 billion aggregate principal amount of 3.45% senior notes that were scheduled to mature in March 2022. This repayment was made by exercising, under the terms of the notes, 60-day early redemption at 100% of the principal amount.

In February 2022, the company refinanced its $2.0 billion floating rate five-year term loan. As part of the refinancing, the company repaid the existing $2.0 billion term loan due May 2025 and borrowed $2.0 billion under a new term loan at a lower floating rate. All other significant terms of the loan, including the maturity date, remained unchanged after the refinancing.

In July 2022, the company repaid $1.7 billion aggregate principal amount of 3.25% senior notes that were scheduled to mature in October 2022. This repayment was made by exercising, under the terms of the notes, 90-day early redemption at 100% of the principal amount.

In September 2022, the company repaid $1.0 billion aggregate principal amount of 3.2% senior notes that were scheduled to mature in November 2022. This payment was made by exercising, under the terms of the notes, 60-day early redemption at 100% of the principal amount.

Short-Term Borrowings

In March 2023, AbbVie entered into an amended and restated five-year revolving credit facility. The amendment increased the unsecured revolving credit facility commitments from $4.0 billion to $5.0 billion and extended the maturity date of the facility from August 2023 to March 2028. This amended facility enables the company to borrow funds on an unsecured basis at variable interest rates and contains various covenants. At September 30, 2023, the company was in compliance with all covenants, and commitment fees under the credit facility were insignificant. No amounts were outstanding under the company's credit facilities as of September 30, 2023 and December 31, 2022.

Note 9 Post-Employment Benefits

The following table summarizes net periodic benefit cost relating to the company’s defined benefit and other post-employment plans:

Defined benefit plansOther post- employment plans
Three months ended September 30,Nine months ended September 30,Three months ended September 30,Nine months ended September 30,
(in millions)20232022202320222023202220232022
Service cost$68$113$203$342$9$13$27$38
Interest cost10874324223962818
Expected return on plan assets(181)(177)(543)(536)————
Amortization of prior service cost (credit)—112(9)(10)(27)(29)
Amortization of actuarial loss4571217337920
Net periodic benefit cost (credit)$(1)$68$(3)$204$12$16$37$47

The components of net periodic benefit cost other than service cost are included in other expense (income), net in the condensed consolidated statements of earnings.

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Note 10 Equity

Stock-Based Compensation

Stock-based compensation expense is principally related to awards issued pursuant to the AbbVie 2013 Incentive Stock Program and the AbbVie Amended and Restated 2013 Incentive Stock Program and is summarized as follows:

Three months ended September 30,Nine months ended September 30,
(in millions)2023202220232022
Cost of products sold$9$8$38$33
Research and development5347227194
Selling, general and administrative6871357312
Pre-tax compensation expense130126622539
Tax benefit(26)(25)(111)(102)
After-tax compensation expense$104$101$511$437

Stock Options

During the nine months ended September 30, 2023, primarily in connection with the company's annual grant, AbbVie granted 0.6 million stock options with a weighted-average grant-date fair value of $29.89. As of September 30, 2023, $7 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next two years.

RSUs and Performance Shares

During the nine months ended September 30, 2023, primarily in connection with the company's annual grant, AbbVie granted 5.8 million RSUs and performance shares with a weighted-average grant-date fair value of $149.59. As of September 30, 2023, $692 million of unrecognized compensation cost related to RSUs and performance shares is expected to be recognized as expense over approximately the next two years.

Cash Dividends

The following table summarizes quarterly cash dividends declared during 2023 and 2022:

20232022
Date DeclaredPayment DateDividend Per ShareDate DeclaredPayment DateDividend Per Share
10/26/2302/15/24$1.5510/28/2202/15/23$1.48
09/08/2311/15/23$1.4809/09/2211/15/22$1.41
06/22/2308/15/23$1.4806/23/2208/15/22$1.41
02/16/2305/15/23$1.4802/17/2205/16/22$1.41

Stock Repurchase Program

The company's stock repurchase authorization permits purchases of AbbVie shares from time to time in open-market or private transactions at management's discretion. The program has no time limit and can be discontinued at any time. Shares repurchased under this program are recorded at acquisition cost, including related expenses, and are available for general corporate purposes.

On February 16, 2023, AbbVie’s board of directors authorized a $5.0 billion increase to the existing stock repurchase authorization. AbbVie repurchased 10 million shares for $1.6 billion during the nine months ended September 30, 2023 and 8 million shares for $1.1 billion during the nine months ended September 30, 2022. AbbVie's remaining stock repurchase authorization was approximately $4.8 billion as of September 30, 2023.

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Accumulated Other Comprehensive Loss

The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2023:

(in millions)Foreign currency translation adjustmentsNet investment hedging activitiesPension and post-employment benefitsCash flow hedging activitiesTotal
Balance as of December 31, 2022$(1,513)$464$(1,458)$308$(2,199)
Other comprehensive income (loss) before reclassifications(279)1564361(19)
Net gains reclassified from accumulated other comprehensive loss—(67)(5)(63)(135)
Net current-period other comprehensive income (loss)(279)8938(2)(154)
Balance as of September 30, 2023$(1,792)$553$(1,420)$306$(2,353)

Other comprehensive loss for the nine months ended September 30, 2023 included foreign currency translation adjustments totaling a loss of $279 million principally due to the impact of the weakening of the Euro on the translation of the company’s Euro-denominated assets and the offsetting impact of net investment hedging activities totaling a gain of $89 million.

The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2022:

(in millions)Foreign currency translation adjustmentsNet investment hedging activitiesPension and post-employment benefitsCash flow hedging activitiesTotal
Balance as of December 31, 2021$(570)$(91)$(2,546)$308$(2,899)
Other comprehensive income (loss) before reclassifications(2,043)1,3186151(568)
Net losses (gains) reclassified from accumulated other comprehensive loss—(53)130(53)24
Net current-period other comprehensive income (loss)(2,043)1,26513698(544)
Balance as of September 30, 2022$(2,613)$1,174$(2,410)$406$(3,443)

Other comprehensive loss for the nine months ended September 30, 2022 included foreign currency translation adjustments totaling a loss of $2.0 billion principally due to the impact of the weakening of the Euro on the translation of the company’s Euro-denominated assets and the offsetting impact of net investment hedging activities totaling a gain of $1.3 billion.

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The following table presents the impact on AbbVie’s condensed consolidated statements of earnings for significant amounts reclassified out of each component of accumulated other comprehensive loss:

Three months ended September 30,Nine months ended September 30,
(in millions) (brackets denote gains)2023202220232022
Net investment hedging activities
Gains on derivative amount excluded from effectiveness testing(a)$(28)$(29)$(85)$(67)
Tax expense661814
Total reclassifications, net of tax$(22)$(23)$(67)$(53)
Pension and post-employment benefits
Amortization of actuarial losses and other(b)$(2)$55$(5)$166
Tax benefit—(12)—(36)
Total reclassifications, net of tax$(2)$43$(5)$130
Cash flow hedging activities
Gains on foreign currency forward exchange contracts(c)$(11)$(21)$(67)$(47)
Gains on treasury rate lock agreements(a)(6)(6)(18)(18)
Losses on cross-currency swap contracts(d)14—6—
Losses on interest rate swap contracts(a)———3
Tax expense24169
Total reclassifications, net of tax$(1)$(23)$(63)$(53)

(a) Amounts are included in interest expense, net (see Note 8).

(b) Amounts are included in the computation of net periodic benefit cost (see Note 9).

(c) Amounts are included in cost of products sold (see Note 8).

(d) Amounts are included in net foreign exchange loss (see Note 8).

Note 11 Income Taxes

The effective tax rate was 9% for the three months and 20% for the nine months ended September 30, 2023 compared to 10% for the three months and 11% for the nine months ended September 30, 2022. The effective tax rate in each period differed from the U.S. statutory tax rate of 21% principally due to the impact of foreign operations which reflects the impact of lower income tax rates in locations outside the United States and business development activities. The effective tax rate for the nine months ended September 30, 2023 and September 30, 2022 and the three months ended September 30, 2022 were also impacted by changes in fair value of contingent consideration. The increase in the effective tax rate for the nine months ended September 30, 2023 over the prior year was primarily due to changes in fair value of contingent consideration.

Due to the potential for resolution of federal, state and foreign examinations and the expiration of various statutes of limitations, it is reasonably possible the company’s gross unrecognized tax benefits balance may change within the next 12 months by up to $620 million.

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Note 12 Legal Proceedings and Contingencies

AbbVie is subject to contingencies, such as various claims, legal proceedings and investigations regarding product liability, intellectual property, commercial, securities and other matters that arise in the normal course of business. The most significant matters are described below. Loss contingency provisions are recorded for probable losses at management’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount within a probable range is recorded. For litigation matters discussed below for which a loss is probable or reasonably possible, the company is unable to estimate the possible loss or range of loss, if any, beyond the amounts accrued. Initiation of new legal proceedings or a change in the status of existing proceedings may result in a change in the estimated loss accrued by AbbVie. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on AbbVie’s consolidated financial position, results of operations or cash flows.

Subject to certain exceptions specified in the separation agreement by and between Abbott Laboratories (Abbott) and AbbVie, AbbVie assumed the liability for, and control of, all pending and threatened legal matters related to its business, including liabilities for any claims or legal proceedings related to products that had been part of its business, but were discontinued prior to the distribution, as well as assumed or retained liabilities, and will indemnify Abbott for any liability arising out of or resulting from such assumed legal matters.

Antitrust Litigation

Lawsuits are pending against AbbVie and others generally alleging that the 2005 patent litigation settlement involving Niaspan entered into between Kos Pharmaceuticals, Inc. (a company acquired by Abbott in 2006 and presently a subsidiary of AbbVie) and a generic company violated federal and state antitrust laws and state unfair and deceptive trade practices and unjust enrichment laws. Plaintiffs generally seek monetary damages and/or injunctive relief and attorneys' fees. The lawsuits pending in federal court consist of six individual plaintiff lawsuits and a certified class action by Niaspan direct purchasers. The cases are pending in the United States District Court for the Eastern District of Pennsylvania for coordinated or consolidated pre-trial proceedings under the MDL Rules as In re: Niaspan Antitrust Litigation, MDL No. 2460. In October 2016, the Orange County, California District Attorney’s Office filed a lawsuit on behalf of the State of California regarding the Niaspan patent litigation settlement in Orange County Superior Court, asserting a claim under the unfair competition provision of the California Business and Professions Code seeking injunctive relief, restitution, civil penalties and attorneys’ fees.

In August 2019, direct purchasers of AndroGel filed a lawsuit, King Drug Co. of Florence, Inc., et al. v. AbbVie Inc., et al., against AbbVie and others in the United States District Court for the Eastern District of Pennsylvania, alleging that 2006 patent litigation settlements and related agreements by Solvay Pharmaceuticals, Inc. (a company Abbott acquired in February 2010 and now known as AbbVie Products LLC) with three generic companies violated federal antitrust law, and also alleging that 2011 patent litigation by Abbott with two generic companies regarding AndroGel was sham litigation and the settlements of those litigations violated federal antitrust law. Plaintiffs generally seek monetary damages and/or injunctive relief and attorneys’ fees. In November 2022, the State of Oregon filed a lawsuit in the Multnomah County, Oregon Circuit Court making similar allegations regarding the 2011 patent litigation with one of the generic companies.

Lawsuits were filed against Forest Laboratories, LLC and others generally alleging that 2012 and 2013 patent litigation settlements involving Bystolic with six generic manufacturers violated federal and state antitrust laws and state unfair and deceptive trade practices and unjust enrichment laws. Plaintiffs generally seek monetary damages and/or injunctive relief and attorneys’ fees. The lawsuits, purported class actions filed on behalf of direct and indirect purchasers of Bystolic, were consolidated as In re: Bystolic Antitrust Litigation in the United States District Court for the Southern District of New York. In February 2023, the court granted Forest Laboratories’ motion to dismiss the cases, dismissing them with prejudice. Plaintiffs are appealing the court’s motion to dismiss ruling.

Government Proceedings

Lawsuits are pending against Allergan and several other manufacturers generally alleging that they improperly promoted and sold prescription opioid products. Approximately 610 lawsuits are pending against Allergan in federal and state courts. Most of the federal court lawsuits are consolidated for pre-trial purposes in the United States District Court for the Northern District of Ohio under the MDL rules as In re: National Prescription Opiate Litigation, MDL No. 2804. Approximately 160 of the lawsuits are pending in various state courts. The plaintiffs in these lawsuits, which include states, counties, cities, other municipal entities, Native American tribes, union trust funds and other third-party payors, private hospitals and personal injury claimants, generally seek compensatory and punitive damages. Of these approximately 610 lawsuits, approximately 195 of them are brought by states, counties, cities, and other municipal entities. Three other lawsuits are brought by 3 Native American Tribes. AbbVie recorded a charge of $2.1 billion to selling, general and administrative expense in the consolidated statement of earnings in the second quarter of 2022 related to its settlement of over 2,500 lawsuits by states, counties, cities, other municipal entities, and Native American

2023 Form 10-Q | abbvieimage2a21.gif21

tribes. Approximately 160 of the remaining 198 such lawsuits are in the process of being dismissed with prejudice pursuant to that settlement.

In March 2023, AbbVie Inc. filed a petition in the United States Tax Court, AbbVie Inc. and Subsidiaries v. Commissioner of Internal Revenue. The petition disputes the Internal Revenue Service determination concerning a $572 million income tax benefit recorded in 2014 related to a payment made to a third party for the termination of a proposed business combination.

Shareholder and Securities Litigation

In October 2018, a federal securities lawsuit, Holwill v. AbbVie Inc., et al., was filed in the United States District Court for the Northern District of Illinois against AbbVie, its chief executive officer and former chief financial officer, alleging that reasons stated for Humira sales growth in financial filings between 2013 and 2018 were misleading because they omitted alleged misconduct in connection with Humira patient and reimbursement support services and other services and items of value that allegedly induced Humira prescriptions. In September 2021, the court granted plaintiffs' motion to certify a class.

Lawsuits were filed against Allergan and certain of its former officers alleging they made misrepresentations and omissions regarding Allergan's textured breast implants. The lawsuits, which were filed by Allergan shareholders, have been consolidated in the United States District Court for the Southern District of New York as In re: Allergan plc Securities Litigation. The plaintiffs generally seek compensatory damages and attorneys’ fees. In September 2019, the court partially granted Allergan's motion to dismiss. In September 2021, the court granted plaintiffs' motion to certify a class. In December 2022, the court granted Allergan's motion for summary judgment on the remaining claims, dismissing them with prejudice. Plaintiffs are appealing the court's motion to dismiss and summary judgment rulings.

In May and July 2022, two shareholder derivative lawsuits, Treppel Family Trust v. Gonzalez et al., and Katcher v. Gonzalez, et al., were filed in the United States District Court for the Northern District of Illinois, alleging that certain AbbVie directors and officers breached fiduciary and other legal duties in making or allowing alleged misstatements regarding the potential effect that safety information about another company’s product would have on the Food and Drug Administration’s approval and labeling for AbbVie’s Rinvoq.

Product Liability and General Litigation

In April 2023, a putative class action lawsuit, Camargo v. AbbVie Inc., was filed in the United States District Court for the Northern District of Illinois on behalf of Humira patients who paid for Humira based on its list price or who, after losing insurance coverage, discontinued Humira because they could not pay based on its list price, alleging that Humira’s list price is excessive in violation of multiple states’ unfair and deceptive trade practices statutes. The plaintiff generally seeks monetary damages, injunctive relief, and attorneys’ fees.

In 2018, a qui tam lawsuit, U.S. ex rel. Silbersher v. Allergan Inc., et al., was filed in the United States District Court for the Northern District of California against several Allergan entities and others, alleging that their conduct before the U.S. Patent Office resulted in false claims for payment being made to federal and state healthcare payors for Namenda XR and Namzaric. The plaintiff-relator sought damages and attorneys' fees under the federal False Claims Act and state law analogues. The federal government and state governments declined to intervene in the lawsuit. In March 2023, the court granted Allergan’s motion to dismiss, dismissing plaintiff-relator’s federal law claims with prejudice and state law claims without prejudice. The plaintiff-relator is appealing the court’s motion to dismiss ruling.

Intellectual Property Litigation

AbbVie Inc. is seeking to enforce patent rights relating to venetoclax (a drug sold under the trademark Venclexta). Litigation was filed in the United States District Court for the District of Delaware in July 2020 against Dr. Reddy’s Laboratories, Ltd. and Dr. Reddy’s Laboratories, Inc.; and Alembic Pharmaceuticals Ltd., Alembic Pharmaceuticals, Inc., and Alembic Global Holdings SA. AbbVie alleges defendants’ proposed generic venetoclax products infringe certain patents and seeks declaratory and injunctive relief. Genentech, Inc., which is in a global collaboration with AbbVie concerning the development and marketing of Venclexta, is the co-plaintiff in this suit.

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Note 13 Segment Information

AbbVie operates as a single global business segment dedicated to the research and development, manufacturing, commercialization and sale of innovative medicines and therapies. This operating structure enables the Chief Executive Officer, as chief operating decision maker (CODM), to allocate resources and assess business performance on a global basis in order to achieve established long-term strategic goals. Consistent with this structure, a global research and development and supply chain organization is responsible for the discovery, manufacturing and supply of products. Commercial efforts that coordinate the marketing, sales and distribution of these products are organized by geographic region or therapeutic area. All of these activities are supported by a global corporate administrative staff. The determination of a single business segment is consistent with the consolidated financial information regularly reviewed by the CODM for purposes of assessing performance, allocating resources and planning and forecasting future periods.

The following table details AbbVie’s worldwide net revenues:

Three months ended September 30,Nine months ended September 30,
(in millions)2023202220232022
Immunology
HumiraUnited States$3,020$4,956$9,420$13,613
International5276031,6802,045
Total$3,547$5,559$11,100$15,658
SkyriziUnited States$1,875$1,221$4,648$3,081
International251176721508
Total$2,126$1,397$5,369$3,589
RinvoqUnited States$801$505$1,895$1,228
International309190819524
Total$1,110$695$2,714$1,752
Oncology
ImbruvicaUnited States$678$849$1,982$2,585
Collaboration revenues230286711868
Total$908$1,135$2,693$3,453
VenclextaUnited States$281$259$811$740
International309256888753
Total$590$515$1,699$1,493
EpkinlyCollaboration revenues$14$—$14$—
Aesthetics
Botox CosmeticUnited States$388$370$1,217$1,232
International232267747741
Total$620$637$1,964$1,973
Juvederm CollectionUnited States$116$125$363$420
International205227681686
Total$321$352$1,044$1,106
Other AestheticsUnited States$255$265$785$837
International4347130130
Total$298$312$915$967
Neuroscience
Botox TherapeuticUnited States$626$584$1,827$1,641
International122115388350
Total$748$699$2,215$1,991
VraylarUnited States$750$554$1,967$1,473
International1—3—
Total$751$554$1,970$1,473
DuodopaUnited States$25$22$74$72
International9388279279
Total$118$110$353$351
UbrelvyUnited States$230$160$574$483
International3—7—
Total$233$160$581$483
2023 Form 10-Q | abbvieimage2a21.gif23
Three months ended September 30,Nine months ended September 30,
(in millions)2023202220232022
QuliptaUnited States$131$62$292$106
International1—2—
Total$132$62$294$106
Other NeuroscienceUnited States$55$82$195$400
International651514
Total$61$87$210$414
Eye Care
OzurdexUnited States$34$35$107$104
International8671247219
Total$120$106$354$323
Lumigan/GanfortUnited States$28$59$142$186
International6362198205
Total$91$121$340$391
Alphagan/CombiganUnited States$30$37$90$161
International4036116111
Total$70$73$206$272
RestasisUnited States$104$132$265$518
International13104338
Total$117$142$308$556
Other Eye CareUnited States$114$99$334$296
International9382288273
Total$207$181$622$569
Other Key Products
MavyretUnited States$167$190$531$562
International203193590599
Total$370$383$1,121$1,161
CreonUnited States$305$336$892$941
Linzess/ConstellaUnited States$279$262$799$742
International992624
Total$288$271$825$766
All other$782$925$2,214$3,145
Total net revenues$13,927$14,812$40,017$42,933
2023 Form 10-Q | abbvieimage2a21.gif24

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