What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-14 compared with 2024-02-20 · 387 added, 239 removed, 1411 unchanged (31% of the section changed)

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Goodwill and Intangible Assets

Integration and Restructuring Plans

Debit, Credit Facilities and Commitments and Contingencies

Restructuring Plans

Deb t, Credit Facilities and Commitments and Contingencies

Financial Instruments and Fair Value Measures

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Earnings before income tax expense 3,716 6,250 13,477

Income tax expense 1,377 1,632 1,440

Income tax expense (benefit) ( 570 ) 1,377 1,632

Net earnings 4,286 4,873 11,845

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Current liabilities

Short-term borrowings $ — $ 1

Current portion of long-term debt and finance lease obligations $ 6,804 $ 7,191

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Additional paid-in capital 21,333 20,180

Retained earnings (accumulated deficit)

( 1,000 ) 4,784

Accumulated deficit ( 7,900 ) ( 1,000 )

Accumulated other comprehensive loss ( 1,925 ) ( 2,305 )

20 unchanged sentences

— — — — 4,863 — — 4,863

Other comprehensive income, net of tax — — — — — 700 — 700

Other comprehensive loss, net of tax — — — — — ( 106 ) — ( 106 )

Dividends declared — — — — ( 10,647 ) — — ( 10,647 )

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— — — — 4,278 — — 4,278

Other comprehensive loss, net of tax — — — — — ( 106 ) — ( 106 )

Other comprehensive income, net of tax — — — — — 380 — 380

Dividends declared — — — — ( 11,178 ) — — ( 11,178 )

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Acquired IPR&D and milestones 2,757 778 697

Other charges related to collaborations — — 500

Gain on divestitures — — ( 172 )

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Cash flows from financing activities

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

Repayments of other short-term borrowings ( 5,008 ) — —

Proceeds from issuance of long-term debt 16,963 — 2,000

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On January 1, 2013, AbbVie became an independent, publicly-traded company as a result of the distribution by Abbott Laboratories (Abbott) of 100 % of the outstanding common stock of AbbVie to Abbott's shareholders.

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 .

Note 2 Summary of Significant Accounting Policies

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Actual results could differ from those amounts.

Significant estimates include amounts for rebates, pension and other post-employment benefits, income taxes, litigation, valuation of goodwill and intangible assets, contingent consideration liabilities, financial instruments and inventory and accounts receivable exposures.

Significant estimates include amounts for rebates, pension and other post-employment benefits, income taxes, litigation, valuation of goodwill and intangible assets and contingent consideration liabilities.

Basis of Consolidation

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Provisions for variable consideration are based on current pricing, executed contracts, government pricing legislation and historical data and are provided for in the period the related revenues are recorded.

Rebate amounts are typically based upon the volume of purchases using contractual or statutory prices, which may vary by product and by payer.

For each type of rebate, factors used in the calculation of the accrual include the identification of the

Rebate amounts are typically based upon the volume of purchases using contractual or statutory prices, which may vary by

2024 Form 10-K |

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.

product and by payer.

For each type of rebate, factors used in the calculation of the accrual include the identification of the 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.

In addition to revenue from contracts with customers, the company also recognizes certain collaboration revenues.

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Inventories $ 4,181 $ 4,099

Property and Equipment

Property and Equipment, Net

as of December 31 (in millions) 2024 2023

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Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

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 2027 and interim periods beginning in 2028, with early adoption permitted.

AbbVie is currently assessing the impact of adopting this guidance on its consolidated financial statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) .

The standard requires disaggregation of the effective rate reconciliation into standard categories, enhances disclosure of income taxes paid, and modifies other income tax-related disclosures.

The standard will be effective for AbbVie starting in annual periods in 2025, with early adoption permitted.

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

AbbVie is currently assessing the impact of adopting this guidance on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No.

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The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

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.

AbbVie is currently assessing the impact of adopting this guidance on its consolidated financial statements.

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.

| 2024 Form 10-K

Note 3 Supplemental Financial Information

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Note 5 Licensing, Acquisitions and Other Arrangements

Proposed Acquisition of Cerevel Therapeutics Holdings, Inc.

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

(Cerevel Therapeutics).

Under the terms of the agreement, AbbVie will acquire all outstanding shares of Cerevel Therapeutics for $ 45.00 per share in cash for a total value of approximately $ 8.7 billion.

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

Acquisition of Cerevel Therapeutics Holdings, Inc.

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

Cerevel Therapeutics is a clinical-stage biotechnology company focused on the discovery and development of differentiated therapies for neuroscience diseases.

Cerevel Therapeutics neuroscience pipeline includes multiple clinical-stage and preclinical candidates with the potential to treat several diseases including schizophrenia, Parkinson's disease and mood disorders.

Under the terms of the agreement, AbbVie acquired all outstanding shares of Cerevel Therapeutics for $ 45.00 per share in cash.

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.

| 2024 Form 10-K

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

(in millions)

Assets acquired and liabilities assumed

Cash and equivalents $ 361

Short-term investments 382

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 )

Accounts payable and accrued liabilities ( 100 )

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.

The estimated fair values of identifiable intangible assets were determined using the "income approach" which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life.

Some of the more significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product, the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, competitive trends impacting the asset and each cash flow stream, as well as other factors.

The current portion of long-term debt assumed by AbbVie consists of $ 345 million aggregate principal of 2.5 % convertible senior notes due 2027.

Upon acquisition, the convertible senior notes became callable and note holders could redeem the convertible senior notes for cash at a premium.

As of the acquisition date, the convertible senior notes were recognized as current portion of long-term debt on the consolidated balance sheets at an aggregate fair value of $ 400 million.

Following the acquisition date, the company repaid the convertible senior notes and there were no amounts outstanding as of December 31, 2024.

Long-term debt assumed by AbbVie relates to funding agreements entered into by Cerevel Therapeutics prior to the acquisition.

Under the agreements, Cerevel Therapeutics received funding to support development of tavapadon and agreed to repay regulatory milestones, sales milestones and royalties contingent upon approval of tavapadon by the U.S.

Food and Drug Administration (FDA).

The funding agreements were accounted for as financing arrangements and the fair value of the related financing liability was $ 246 million as of the acquisition date.

The estimated fair value of the financing liability was determined using a probability-weighted expected payment model for regulatory milestone payments and a Monte Carlo simulation model for sales milestones and royalty payments, which are then discounted to present value.

Assumptions inherent in the development of fair value include discount rates, estimated probabilities and timing of achieving milestones and estimated amounts of future sales.

See Note 10 and Note 11 for additional information.

Goodwill was calculated as the excess of the consideration transferred over the fair value of net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

Specifically, the goodwill recognized from the acquisition of Cerevel Therapeutics represents expected synergies, including the ability to:

(i) expand AbbVie’s neuroscience pipeline, (ii) leverage AbbVie’s commercial, regulatory and clinical expertise to maximize Cerevel Therapeutic’s assets and (iii) enhance AbbVie’s existing neuroscience discovery capabilities.

The goodwill is not deductible for tax purposes.

2024 Form 10-K |

AbbVie also assumed a licensing agreement entered into by Cerevel Therapeutics with Pfizer Inc.

(Pfizer) prior to the acquisition.

Under the agreement, Cerevel Therapeutics was granted an exclusive global license under certain Pfizer patent rights to develop, manufacture and commercialize compounds included in Cerevel Therapeutic’s pipeline.

AbbVie could make additional payments of up to $ 1.6 billion upon achievement of certain regulatory and commercial milestones for all programs.

Additionally, AbbVie will pay tiered royalties on net revenues.

Following the acquisition date, the operating results of Cerevel Therapeutics have been included in the consolidated financial statements.

For the period from the acquisition date through December 31, 2024, operating losses attributable to Cerevel Therapeutics were $ 4.9 billion, inclusive of an intangible asset impairment charge of $ 4.5 billion related to emraclidine.

See Note 7 for additional information.

Operating losses attributable to Cerevel Therapeutics also included $ 161 million of cash-settled, post-closing expense for Cerevel Therapeutics employee incentive awards.

AbbVie issued 0.3 million RSUs to holders of Cerevel Therapeutics equity awards based on a conversion factor described in the transaction agreement.

Stock compensation expense related to RSUs issued at the acquisition date was not significant.

Acquisition-related expenses, which were comprised primarily of regulatory, financial advisory and legal fees, totaled $ 44 million for the year ended December 31, 2024 and were included in selling, general and administrative (SG&A) expense in the consolidated statements of earnings.

Acquisition of ImmunoGen, Inc.

Subsequent to 2023, on February 12, 2024, AbbVie completed its previously announced acquisition of ImmunoGen, Inc.

Under the terms of the agreement, AbbVie acquired all outstanding shares of ImmunoGen for $ 31.26 per share in cash for a total value of approximately $ 10.1 billion.

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.

The accounting impact of this acquisition and the operating results of ImmunoGen will be included in the consolidated financial statements beginning in the first quarter of 2024.

On February 12, 2024, AbbVie completed its previously announced acquisition of ImmunoGen.

ImmunoGen is a commercial-stage biotechnology company focused on the discovery, development and commercialization of antibody-drug conjugates (ADC) for cancer patients.

ImmunoGen's oncology portfolio includes its flagship cancer therapy Elahere, a first-in-class ADC approved for platinum-resistant ovarian cancer, and a pipeline of promising next-generation ADC's targeting hematologic malignancies and solid tumors.

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

The combination accelerates AbbVie’s entry into the solid tumor space and strengthens its oncology pipeline.

Under the terms of the agreement, AbbVie acquired all outstanding shares of ImmunoGen for $ 31.26 per share in cash.

The total fair value of the consideration transferred to owners of ImmunoGen common stock was $ 9.8 billion ($ 9.2 billion, net of cash acquired).

The acquisition of ImmunoGen 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 was finalized during the three months ended December 31, 2024.

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

(in millions)

Assets acquired and liabilities assumed

Cash and equivalents $ 591

Accounts receivable 171

Inventories 211

Prepaid expenses and other current assets 40

Property and equipment, net 7

Intangible assets, net

Developed product rights 7,200

License agreements 125

Acquired in-process research and development 1,280

Other noncurrent assets 273

Current portion of long-term debt ( 99 )

Accounts payable and accrued liabilities ( 312 )

Deferred income taxes ( 899 )

Other long-term liabilities ( 47 )

Total identifiable net assets 8,541

Goodwill 1,249

Total assets acquired and liabilities assumed $ 9,790

The fair value step-up adjustment to inventories of $ 179 million was amortized to cost of products sold when the inventory was sold to customers during the year ended December 31, 2024.

| 2024 Form 10-K

Intangible assets relate to $ 7.3 billion of definite-lived intangible assets and $ 1.3 billion of acquired IPR&D associated with products that have not yet received regulatory approval.

The acquired definite-lived intangible assets consist of developed product rights and license agreements and are being amortized over a weighted-average estimated useful life of approximately 12 years using the estimated pattern of economic benefit.

Other noncurrent assets primarily consist of $ 250 million of deferred tax assets.

The current portion of long-term debt assumed by AbbVie was repaid concurrent with the acquisition at the fair value of $ 99 million.

See Note 10 for additional information.

Specifically, the goodwill recognized from the acquisition of ImmunoGen represents expected synergies including, the ability to:

(i) expand AbbVie’s product portfolio as well as the potential to increase revenue from future growth platforms, (ii) accelerate AbbVie’s clinical and commercial presence in the solid tumor space within oncology, (iii) leverage the respective strengths of each company, and (iv) enhance AbbVie’s existing ADC development efforts.

The goodwill is not deductible for tax purposes.

Following the acquisition date, the operating results of ImmunoGen have been included in the consolidated financial statements.

For the period from the acquisition date through December 31, 2024, net revenues attributable to ImmunoGen were $ 578 million and operating losses attributable to ImmunoGen were $ 682 million, inclusive of $ 349 million of cash-settled, post-closing expense for ImmunoGen employee incentive awards, $ 179 million of inventory fair value step-up amortization and $ 157 million of intangible asset amortization.

AbbVie also issued 0.3 million RSUs to holders of ImmunoGen equity awards based on a conversion factor described in the transaction agreement.

Stock compensation expense related to RSUs issued at the acquisition date was not significant.

Acquisition-related expenses, which were comprised primarily of regulatory, financial advisory and legal fees, totaled $ 59 million for the year ended December 31, 2024 and were included in SG&A expense in the consolidated statements of earnings.

Pro Forma Financial Information

The following table presents the unaudited pro forma combined results of AbbVie, ImmunoGen and Cerevel Therapeutics for 2024 and 2023 as if the acquisitions of ImmunoGen and Cerevel Therapeutics had occurred on January 1, 2023:

years ended December 31 (in millions) 2024 2023

Net revenues $ 56,389 $ 54,691

Net earnings 4,564 2,862

The unaudited pro forma combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of AbbVie, ImmunoGen and Cerevel Therapeutics.

In order to reflect the occurrence of the acquisitions on January 1, 2023 as required, the unaudited pro forma financial information includes adjustments to reflect incremental amortization expense to be incurred based on the fair values of the identifiable intangible assets acquired;

the incremental cost of products sold related to the fair value adjustments associated with acquisition date inventory;

the additional interest expense associated with the issuance of debt to finance the acquisition;

and the reclassification of acquisition-related costs incurred during the year ended December 31, 2024 to the year ended December 31, 2023.

The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the acquisitions been completed on January 1, 2023.

In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company nor does it reflect the expected realization of any synergies or cost savings associated with the acquisitions.

2024 Form 10-K |

Acquisition of DJS Antibodies Ltd

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The acquisition resulted in the recognition of $ 92 million of goodwill which is not deductible for tax purposes.

Acquisition of Soliton, Inc.

In December 2021, AbbVie completed its previously announced 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.

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

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

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

Other assets and liabilities were insignificant.

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

Other Licensing & Acquisitions Activity

Cash outflows related to other acquisitions and investments totaled $ 1.2 billion in 2023, $ 539 million in 2022 and $ 1.4 billion in 2021.

AbbVie recorded acquired IPR&D and milestones expense of $ 778 million in 2023, $ 697 million in 2022 and $ 1.1 billion in 2021.

Cash outflows related to other acquisitions and investments totaled $ 3.0 billion in 2024, $ 1.2 billion in 2023 and $ 539 million in 2022.

AbbVie recorded acquired IPR&D and milestones expense of $ 2.8 billion in 2024, $ 778 million in 2023 and $ 697 million in 2022.

Significant arrangements impacting 2024, 2023 and 2022, some of which require contingent milestone payments, are summarized below.

Nimble Therapeutics, Inc.

Subsequent to December 31, 2024, AbbVie completed its previously announced acquisition of Nimble Therapeutics, Inc.

Nimble is a biotechnology company dedicated to delivering on the promise of oral peptide therapeutics and its lead asset, an investigational oral peptide IL23R inhibitor, is in preclinical development for the treatment of psoriasis.

Under the terms of the agreement, AbbVie made an upfront cash payment of approximately $ 200 million at closing to acquire all outstanding equity of Nimble.

AbbVie could make additional future payments of up to $ 130 million upon the achievement of certain development milestones.

The accounting impact of this acquisition will be included in the consolidated financial statements beginning in the first quarter of 2025.

Aliada Therapeutics Holdings, Inc.

In December 2024, AbbVie completed its previously announced acquisition of Aliada Therapeutics Holdings, Inc.

(Aliada) including its lead program ALIA-1758 and accounted for the transaction as an asset acquisition.

ALIA-1758 is an anti-pyroglutamate amyloid beta (3pE-Aβ) antibody in development for the treatment of Alzheimer’s Disease.

Under the terms of the agreement, AbbVie made an upfront cash payment of approximately $ 1.4 billion to acquire all outstanding equity of Aliada which was recorded in acquired IPR&D and milestones expense in the consolidated statement of earnings in the fourth quarter of 2024.

Celsius Therapeutics, Inc.

In June 2024, AbbVie acquired Celsius Therapeutics, Inc.

(Celsius Therapeutics) including its lead pipeline asset CEL383.

Celsius Therapeutics is a clinical-stage biotechnology company focused on the discovery and development of precision medicine in inflammatory bowel disease.

The transaction was accounted as an asset acquisition as CEL383 represented substantially all of the fair value of the gross assets acquired.

The upfront payment of $ 250 million was recorded in acquired IPR&D and milestones expense in the consolidated statement of earnings in the second quarter of 2024.

Syndesi Therapeutics SA

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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 consolidated statement of earnings in the first quarter of 2022.

The agreement also includes

Under the terms of the agreement, AbbVie made an upfront payment of $ 130 million which was recorded in acquired IPR&D and milestones expense in the 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.

| 2024 Form 10-K

additional future payments of up to $ 870 million upon the achievement of certain development, regulatory and commercial milestones.

Juvise Pharmaceuticals

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Upon completion of the transaction, 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 consolidated statement of earnings in the second quarter of 2022.

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.

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

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

REGENXBIO Inc.

In September 2021, AbbVie and REGENXBIO Inc.

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

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

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

REGENXBIO and AbbVie will share equally in pre-tax profits from net revenues of RGX-314 in the U.S.

and AbbVie will pay REGENXBIO tiered royalties on net revenues outside the U.S.

Upon closing in the fourth quarter of 2021, AbbVie made an upfront payment of $ 370 million to exclusively license RGX-314 which was recorded to acquired IPR&D and milestones expense in the consolidated statement of earnings for the year ended December 31, 2021 .

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

Other Arrangements

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Acquired IPR&D and milestones expense also included development milestones of $ 130 million in 2024, $ 196 million in 2023 and $ 252 million in 2022 .

2023 Form 10-K |

Note 6 Collaborations

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Other costs incurred under the collaboration are reported in their respective expense line items, net of Janssen's share.

2024 Form 10-K |

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

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Royalties paid for Venclexta revenues outside the United States are also included in AbbVie’s cost of products sold.

| 2023 Form 10-K

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

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Balance as of December 31, 2022 $ 32,156

Additions (a)

Foreign currency translation adjustments and other 137

Balance as of December 31, 2023 32,293

Additions (a)

Foreign currency translation adjustments and other ( 288 )

Balance as of December 31, 2024 $ 34,956

(a) Goodwill additions related to the acquisition of DJS in the fourth quarter of 2022 (see Note 5).

(a) Goodwill additions related to the acquisitions of ImmunoGen and Cerevel Therapeutics (see Note 5).

The company performs its annual goodwill impairment assessment in the third quarter, or earlier if impairment indicators exist.

As of December 31, 2024 and 2023, there were no accumulated goodwill impairment losses.

| 2024 Form 10-K

Intangible Assets, Net

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Definite-Lived Intangible Assets

The increase in definite-lived intangible assets during 2024 was primarily due to the acquisition of ImmunoGen.

The intangible assets will be amortized using the estimated pattern of economic benefit.

See Note 5 for additional information regarding the acquisitions.

In the fourth quarter of 2023, the company made a decision to reduce current sales and marketing investment related to both CoolSculpting, a body contouring technology for aesthetic nonsurgical fat reduction, and Liletta, an on-market women’s health product.

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Based on the revised cash flows, the company recorded a pre-tax impairment charge of $ 1.4 billion to costs of products sold in the consolidated statement of earnings for the fourth quarter of 2023.

2023 Form 10-K |

In August 2023, as part of the Inflation Reduction Act 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.

In August 2023, as part of the Inflation Reduction Act of 2022, the company’s oncology product Imbruvica sold in the United States (U.S.) was included on the list of products subject to government-set prices 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 which required the company to evaluate the underlying definite-lived intangible asset for impairment.

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Anticipated annual amortization expense $ 7.3 $ 6.7 $ 6.1 $ 6.3 $ 5.7

2024 Form 10-K |

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets represent acquired IPR&D associated with products that have not yet received regulatory approval.

The increase in indefinite-lived intangible assets during 2024 was primarily due to the acquisitions of ImmunoGen and Cerevel Therapeutics.

See Note 5 for additional information regarding the acquisitions.

The company performs its annual impairment assessment of indefinite-lived intangible assets in the third quarter, or earlier if impairment indicators exist.

In November 2024, the company announced that its two Phase 2 EMPOWER trials investigating emraclidine as a once-daily, oral monotherapy treatment for adults with schizophrenia who are experiencing an acute exacerbation of psychotic symptoms, did not meet their primary endpoint of showing a statistically significant reduction (improvement) in the change from baseline in the Positive and Negative Syndrome Scale total score compared to the placebo group at week 6.

The results of these trials represented a triggering event which required the company to evaluate the underlying indefinite-lived intangible asset for impairment which resulted in a significant decrease in the estimated future cash flows for the product.

The company utilized a discounted cash flow analysis to determine the fair value of $ 2.4 billion, which was lower than the carrying value of $ 6.9 billion and resulted in a partial impairment of the intangible asset carrying amount as of November 11, 2024.

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 rates.

Based on the revised cash flows, the company recorded a pre-tax impairment charge of $ 4.5 billion to research and development expense in the consolidated statement of earnings for the fourth quarter of 2024.

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.

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Based on the revised cash flows, the company recorded a pre-tax impairment charge of $ 630 million to research and development expense in the consolidated statement of earnings for the first quarter of 2023.

Note 8 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 2023.

These costs consisted 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.

| 2023 Form 10-K

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

year ended December 31 (in millions) 2023 2022 2021

Cost of products sold $ 89 $ 117 $ 132

Research and development 7 23 102

Selling, general and administrative 192 399 353

Total charges $ 288 $ 539 $ 587

The following table summarizes the cash activity in the recorded liability associated with the integration plan:

year ended December 31 (in millions)

Accrued balance as of December 31, 2020 $ 387

Payments and other adjustments ( 658 )

Accrued balance as of December 31, 2021 255

Payments and other adjustments ( 525 )

Accrued balance as of December 31, 2022 107

Payments and other adjustments ( 338 )

Accrued balance as of December 31, 2023 $ 43

Other Restructuring

Note 8 Restructuring Plans

AbbVie continuously evaluates its operations to identify opportunities to optimize its manufacturing and R&D operations, commercial infrastructure and administrative costs and to respond to changes in its business environment.

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These charges were recorded in cost of products sold, R&D expense and SG&A expenses in the consolidated statements of earnings based on the classification of the affected employees or operations.

| 2024 Form 10-K

The following table summarizes the cash activity in the restructuring reserve for 2024, 2023 and 2022:

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Accrued balance as of December 31, 2024 $ 236

Allergan Integration Plan

The Allergan integration plan was substantially complete as of December 31, 2023 and the remaining accrual as of December 31, 2024 is not significant.

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

year ended December 31 (in millions) 2023 2022

Cost of products sold $ 89 $ 117

Research and development 7 23

Selling, general and administrative 192 399

Total charges $ 288 $ 539

2024 Form 10-K |

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As a result of this agreement, the company recognized an impairment loss on its right-of-use asset of $ 69 million and wrote-off the related leasehold improvements of $ 37 million.

These losses were recorded to SG&A expense in the consolidated statements of earnings for the year ended December 31, 2022.

These losses were recorded in SG&A expense in the consolidated statements of earnings for the year ended December 31, 2022.

The company used a discounted cash flows method to value the right-of-use asset to determine the impairment amount.

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2028 118 2 120

2029 102 1 103

Thereafter 223 2 225

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Floating rate term loans due 2025

6.22 % — 5.95 % 2,000

3.60 % senior notes due 2025

3.66 % 3,750 3.66 % 3,750

1.375 % senior euro notes due 2024 (€ 1,450 principal)

3.80 % senior notes due 2025

2.09 % 3,021 2.09 % 3,021

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3.02 % 4,000 3.02 % 4,000

3.20 % senior notes due 2026

3.28 % 2,000 3.28 % 2,000

4.549 % term loan due 2027

4.61 % 2,000 — —

0.75 % senior euro notes due 2027 (€ 750 principal)

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4.38 % 1,750 4.38 % 1,750

Floating rate term loans due 2025 5.95 % 2,000 2.82 % 2,000

2.95 % senior notes due 2026

2.125 % senior euro notes due 2028 (€ 750 principal)

2.18 % 778 2.18 % 833

2.625 % senior euro notes due 2028 (€ 500 principal)

1.20 % 519 1.20 % 555

3.20 % senior notes due 2029

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1.30 % 674 1.30 % 722

2.625 % senior euro notes due 2028 (€ 500 principal)

4.95 % senior notes due 2031

5.02 % 2,000 — —

1 unchanged sentence

5.13 % 3,000 — —

2.125 % senior euro notes due 2029 (€ 550 principal)

4.55 % senior notes due 2035

3.52 % 1,789 3.52 % 1,789

1.25 % senior euro notes due 2031 (€ 650 principal)

4.50 % senior notes due 2035

4.58 % 2,500 4.58 % 2,500

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5.44 % 3,000 — —

5.50 % senior notes due 2064

5.53 % 1,500 — —

Fair value hedges ( 224 ) ( 266 )

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Unamortized deferred financing costs ( 266 ) ( 198 )

Unamortized bond premiums (b)

Unamortized bond premiums

Financing liability

Total long-term debt and finance lease obligations 67,144 59,385

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(a) Excludes the effect of any related interest rate swaps.

(b) Represents unamortized purchase price adjustments of Allergan debt.

| 2024 Form 10-K

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Total obligations and commitments 66,841

Fair value hedges, unamortized bond premiums/discounts, deferred financing costs and finance lease obligations 140

Fair value hedges, unamortized bond premiums/discounts, deferred financing costs, finance lease obligations and financing liability

Total long-term debt and finance lease obligations $ 67,144

Financing Related to ImmunoGen and Cerevel Therapeutics Acquisitions

In connection with the acquisitions of ImmunoGen and Cerevel Therapeutics, in February 2024, the company issued $ 15.0 billion aggregate principal amount of unsecured senior notes.

The notes are unsecured, unsubordinated obligations of AbbVie and will rank equally in right of payment with all of AbbVie’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations.

AbbVie may redeem the fixed-rate senior notes prior to maturity at a redemption price equal to the greater of the principal amount or the sum of present values of the remaining scheduled payments of principal and interest on the fixed-rate senior notes to be redeemed plus a make-whole premium.

AbbVie may also redeem the fixed-rate senior notes at par between one and six months prior to maturity.

In connection with the offering, debt issuance costs incurred totaled $ 99 million and debt discounts totaled $ 37 million, which are being amortized over the respective terms of the notes to interest expense, net in the consolidated statements of earnings.

AbbVie used the net proceeds received from the issuance of the notes to finance the acquisition of ImmunoGen, repay its term-loan, repay commercial paper borrowings, pay fees and expenses in respect of the foregoing, finance general corporate purposes and, together with cash on hand, fund AbbVie’s acquisition of Cerevel Therapeutics.

See Note 5 for additional information.

In December 2023, AbbVie entered into a $ 9.0 billion 364-day bridge credit agreement and $ 5.0 billion 364-day term loan credit agreement.

In February 2024, AbbVie borrowed and repaid $ 5.0 billion under the term loan credit agreement.

Interest charged on this borrowing was based on Secured Overnight Financing Rate Reference Rate (SOFR) + 0.975 % with an effective interest rate of 6.29 %.

Subsequent to the $ 15.0 billion issuance of senior notes, AbbVie terminated both the bridge and term loan credit agreements in the first quarter of 2024.

In February 2024, concurrent with the ImmunoGen acquisition, the company assumed and repaid an ImmunoGen senior secured term loan at a fair value of $ 99 million.

In connection with the acquisition of Cerevel Therapeutics, the company assumed $ 345 million aggregate principal of 2.5 % convertible senior notes due 2027.

Upon acquisition, the convertible senior notes became callable and note holders could redeem the convertible senior notes for cash at a premium.

As of the acquisition date, the convertible senior notes were recognized as current portion of long-term debt on the consolidated balance sheets at an aggregate fair value of $ 400 million.

Following the acquisition date, the company repaid the convertible senior notes and there were no amounts outstanding as of December 31, 2024.

The company also assumed funding agreements entered into by Cerevel Therapeutics prior to the acquisition.

Food and Drug Administration (FDA).

In addition, upon acquisition the company has the option to satisfy payment obligations early by making a payment equal to the amount of funding provided to Cerevel Therapeutics plus a variable premium.

In all circumstances, total repayments under the funding agreements will not exceed $ 531 million in aggregate.

The funding agreements were accounted for as financing arrangements and the fair value of the related financing liability was $ 246 million as of the acquisition date.

In conjunction with the funding agreements, AbbVie also assumed security agreements entered into by

2024 Form 10-K |

Cerevel Therapeutics prior to the acquisition pursuant to which Cerevel Therapeutics granted the funding investors a security interest in the assets material to the development and commercialization of tavapadon in the United States.

Repayment and Issuance of Long-Term Debt

In 2024, the company repaid $ 3.8 billion aggregate principal amount of 2.60 % senior notes, € 1.5 billion aggregate principal amount of 1.38 % senior euro notes, € 700 million aggregate principal amount of 1.25 % senior euro notes and $ 1.0 billion aggregate principal amount of 3.85 % senior notes.

During the quarter ended December 31, 2024, the company refinanced its $ 2.0 billion floating rate three-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 due April 2027 at a fixed rate of 4.549 %.

These term notes rank equally with all other unsecured and unsubordinated indebtedness of the company.

AbbVie may redeem the fixed-rate term notes between fifteen and twenty-one months at a redemption price equal to the notional amount plus one percent make whole amount and can be redeemed at par after twenty-one months.

All other significant terms of the loan remained unchanged after the refinancing.

In 2023, the company repaid a $ 1.0 billion floating rate three-year term loan, $ 350 million aggregate principal amount of 2.80 % senior notes and $ 1.0 billion aggregate principal amount of 2.85 % senior notes at maturity.

During the quarter ended December 31, 2023, the company also repaid € 500 million aggregate principal amount of 1.50 % senior euro notes and $ 1.3 billion aggregate principal amount of 3.75 % senior notes at maturity.

In 2022, the company repaid $ 2.9 billion aggregate principal amount of 3.450 % senior notes, $ 1.7 billion aggregate principal amount of 3.25 % senior notes and $ 1.0 billion aggregate principal amount of 3.2 % senior notes.

These repayments were ma de by exercising, under the terms of the notes ranging between 60 and 90-day early redemptions at 100% of the principal amount.

During the quarter ended December 31, 2022, the company also paid $ 3.1 billion aggregate principal amount of 2.9 % senior notes, $ 3.0 billion aggregate principal amount of 2.3 % senior notes and $ 750 million aggregate principal amount of floating rate senior notes at maturity.

Additionally in 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.

Financing Related to ImmunoGen and Cerevel Therapeutics Acquisitions

In connection with the acquisition of ImmunoGen and proposed acquisition of Cerevel Therapeutics, on December 6, 2023, AbbVie entered into a $ 9.0 billion 364-day bridge credit agreement and on December 21, 2023, AbbVie entered into a 364-day term loan credit agreement with an aggregate principal amount of $ 5.0 billion.

No amounts were drawn under the bridge credit agreement or term loan credit agreement as of December 31, 2023 .

Subsequent to 2023, on February 12, 2024, AbbVie borrowed $ 5.0 billion under the term loan credit agreement.

See Note 5 for additional information.

Short-Term Borrowings

No commercial paper borrowings were issued during 2023 or 2022 and there were no commercial paper borrowings outstanding as of December 31, 2023 and December 31, 2022.

Subsequent to 2023, AbbVie issued commercial paper borrowings of which $ 1.7 billion were outstanding as of the date of filing this Annual Report on Form 10-K.

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.

During the twelve months ended December 31, 2024, AbbVie issued and redeemed $ 7.7 billion of commercial paper.

Subsequent to December 31, 2024, AbbVie issued commercial paper borrowings of which $ 3.3 billion were outstanding as of date of filing of this Annual Report on Form 10-K.

There were no commercial paper borrowings outstanding as of December 31, 2024 and December 31, 2023.

The weighted average interest rate on commercial paper borrowings was 4.91 % for the twelve months ended December 31, 2024.

AbbVie currently has an existing $ 5.0 billion five-year revolving credit facility that matures in March 2028.

Subsequent to December 31, 2024, in addition to the existing revolving credit facility, AbbVie entered into a new $ 3.0 billion five-year revolving credit facility that matures in January 2030.

The revolving credit facilities enable the company to borrow funds on an unsecured basis at variable interest rates and contain various covenants.

At December 31, 2024, 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 December 31, 2024 and December 31, 2023.

2023 Form 10-K |

Contingencies and Guarantees

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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.

| 2024 Form 10-K

functional currency of the local entity.

These contracts, with notional amounts totaling $ 1.9 billion at December 31, 2024 and $ 1.8 billion at December 31, 2023, are designated as cash flow hedges and are recorded at fair value.

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The unrealized gains and losses on the contract were included in AOCI and 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.

The company also enters into foreign currency forward exchange contracts to manage its exposure to foreign currency denominated debt, trade payables, receivables and intercompany loans.

These contracts are not designated as hedges and are recorded at fair value.

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The company had an aggregate principal amount of senior Euro notes designated as net investment hedges of € 3.1 billion at December 31, 2024 and € 5.4 billion December 31, 2023.

In addition, the company had foreign currency forward exchange contracts designated as net investment hedges with notional amounts totaling € 4.9 billion, SEK 1.4 billion, CAD 750 million and CHF 50 million at December 31, 2023 and € 4.3 billion,

| 2023 Form 10-K

SEK 2.0 billion, CAD 750 million and CHF 90 million at December 31, 2022.

In addition, the company had foreign currency forward exchange contracts designated as net investment hedges with notional amounts totaling € 6.2 billion, SEK 1.4 billion, CAD 500 million and CHF 50 million at December 31, 2024 and € 4.9 billion, SEK 1.4 billion, CAD 750 million and CHF 50 million at December 31, 2023.

The company uses the spot method of assessing hedge effectiveness for derivative instruments designated as net investment hedges.

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

2024 Form 10-K |

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

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Designated as cash flow hedges Prepaid expenses and other $ 119 $ 12 Accounts payable and accrued liabilities $ 5 $ 32

Designated as cash flow hedges Other assets — 1 Other long-term liabilities — —

Designated as net investment hedges Prepaid expenses and other 4 13 Accounts payable and accrued liabilities — 66

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Interest rate swap contracts

Designated as fair value hedges Prepaid expenses and other — — Accounts payable and accrued liabilities — 17

Designated as fair value hedges Other assets — — Other long-term liabilities 231 293

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Assuming market rates remain constant through contract maturities, the company expects to reclassify pre-tax gains of $ 126 million into cost of products sold for foreign currency cash flow hedges and pre-tax gains of $ 21 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 income (loss) pre-tax losses of $ 252 million in 2023, pre-tax gains of $ 406 million in 2022 and pre-tax gains of $ 577 million in 2021.

Related to AbbVie’s non-derivative, foreign currency denominated debt designated as net investment hedges, the company recognized in other comprehensive income (loss) pre-tax gains of $ 305 million in 2024, pre-tax losses of $ 252 million in 2023 and pre-tax gains of $ 406 million in 2022.

| 2024 Form 10-K

32 unchanged sentences

Foreign currency contracts 35 — 35 —

Financing liability 328 — — 328

Contingent consideration 21,666 — — 21,666

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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 financing liability is related to funding agreements entered into by Cerevel Therapeutics prior to the acquisition and assumed by AbbVie.

The funding agreements represent financial instruments that are accounted for as financing arrangements and the company elected to account for the financing liability in accordance with the fair value option, as permitted under ASC 825 Financial Instruments .

The fair value measurement of the financing liability was determined based on significant unobservable inputs.

Potential payments are estimated by applying a probability-weighted expected payment model for regulatory milestone payments and a Monte Carlo simulation model for sales milestones and royalty payments, which are then discounted to present value.

Changes to the fair value of the financing liability can result from changes to one

| 2024 Form 10-K

or a number of inputs, including discount rates, estimated probabilities and timing of achieving milestones and estimated amounts of future sales.

The change in fair value recognized in net earnings is recorded in other expense, net in the consolidated statements of earnings and included a charge of $ 82 million in 2024.

The change in fair value attributable to instrument-specific credit risk is recognized in other comprehensive loss and was not significant.

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.

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Significant judgment is employed in determining the appropriateness of certain of these inputs.

2023 Form 10-K |

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.

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4.3 % - 5.9 %

Probability of payment for unachieved milestones (b)

100 % - 100 %

Probability of payment for royalties by indication (C)

Probability of payment for royalties by indication (b)

Projected year of payments 2025 - 2034

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

(b) All significant milestones were achieved and paid as of December 31, 2023.

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

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

There have been no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy.

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The change in fair value recognized in net earnings is recorded in other expense, net in the consolidated statements of earnings and included charges of $ 3.8 billion in 2024, $ 5.1 billion in 2023 and $ 2.8 billion in 2022.

In 2024, the change in fair value reflected higher estimated Skyrizi sales and the passage of time, partially offset by higher discount rates.

In 2023, the change in fair value reflected higher estimated Skyrizi sales driven by stronger market share uptake, the passage of time and lower discount rates.

In 2022, the change in fair value reflected higher estimated Skyrizi sales driven by stronger market share uptake and the passage of time, partially offset by higher discount rates.

In 2021, the change in fair value reflected higher estimated Skyrizi sales driven by stronger market share uptake, favorable clinical trial results and the passage of time, partially offset by higher discount rates.

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 consolidated statements of cash flows.

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Current portion of long-term debt and finance lease obligations, excluding fair value hedges $ 6,797 $ 6,767 $ 6,620 $ 147 $ —

Long-term debt and finance lease obligations, excluding fair value hedges 52,460 49,541 48,983 558 —

Long-term debt and finance lease obligations, excluding fair value hedges and financing liability 60,243 55,836 53,441 2,395 —

Total liabilities $ 67,040 $ 62,603 $ 60,061 $ 2,542 $ —

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(Level 2) Significant unobservable inputs

Short-term borrowings $ 1 $ 1 $ — $ 1 $ —

Current portion of long-term debt and finance lease obligations, excluding fair value hedges $ 7,191 $ 7,069 $ 6,862 $ 207 $ —

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Of total net accounts receivable, three U.S.

wholesalers accounted for 81 % as of December 31, 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 27 % of AbbVie's total net revenues in 2023, 37 % in 2022 and 37 % in 2021.

wholesalers accounted for 81 % as of December 31, 2024 and December 31, 2023, and substantially all of AbbVie's pharmaceutical product net revenues in the United States were to these three wholesalers.

| 2024 Form 10-K

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Interest cost 451 432 41 37

Employee contributions — 1 — —

Amendments — — — ( 2 )

Actuarial (gain) loss ( 855 ) 491 ( 62 ) 89

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Company contributions 326 366 31 35

Employee contributions — 1 — —

Benefits paid ( 347 ) ( 316 ) ( 31 ) ( 35 )

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Other long-term liabilities ( 490 ) ( 774 ) ( 744 ) ( 764 )

Net obligation $ 295 $ ( 116 ) $ ( 796 ) $ ( 667 )

Net asset (obligation) $ 1,587 $ 295 $ ( 786 ) $ ( 796 )

Actuarial loss, net $ 1,303 $ 2,290 $ 203 $ 282

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For plans reflected in the table above, the accumulated benefit obligations were $ 8.1 billion at December 31, 2024 and $ 8.6 billion at December 31, 2023.

The 2024 actuarial gain of $ 855 million for qualified pension plans and actuarial gain of $ 62 million for other post-employment plans were primarily driven by an increase in the discount rate.

The 2023 actuarial loss of $ 491 million for qualified pension plans and actuarial loss of $ 89 million for other post-employment plans were primarily driven by a decrease in the discount rate and changes to experience impact and medical trends assumptions.

The 2022 actuarial gain of $ 3.7 billion for qualified pension plans and actuarial gain of $ 229 million for other post-employment plans were primarily driven by an increase in the discount rate.

2024 Form 10-K |

7 unchanged sentences

Fair value of plan assets 265 5,552

AbbVie's U.S.

pension plan was modified to close the plan to new entrants effective January 1, 2022.

In addition, a change to AbbVie's U.S.

retiree health benefit plan was approved in 2020 and communicated to employees and retirees in October 2020.

Beginning in 2022, Medicare-eligible retirees and Medicare-eligible dependents choose health care coverage from insurance providers through a private Medicare exchange.

AbbVie will continue to provide financial support to Medicare-eligible retirees.

Amounts Recognized in Other Comprehensive Income (Loss)

66 unchanged sentences

Corporate debt instruments (d)

714 155 559 —

government securities (d)

18 unchanged sentences

Absolute return funds (e)

Real assets 9 9 — —

Total $ 3,795 $ 2,800 $ 995 $ —

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Realized excess tax benefits associated with stock-based compensation totaled $ 84 million in 2024, $ 90 million in 2023 and $ 116 million in 2022.

In addition to stock-based compensation expense included in the table above and in connection with the acquisitions of ImmunoGen and Cerevel Therapeutics, AbbVie incurred cash-settled, post-closing expense for ImmunoGen and Cerevel Therapeutics employee incentive awards, which is summarized in the table below:

year ended December 31 (in millions)

Cost of products sold $ 36

Research and development

Selling, general and administrative 290

Total post-closing cash settled expense

Stock Options

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RSUs and Performance Shares

RSUs awarded to employees other than senior executives and other key employees generally vest in ratable increments over a three or four-year period.

RSUs awarded to employees other than senior executives and other key employees generally vest in ratable increments over a three -year period.

Recipients of these RSUs are entitled to receive dividend equivalents as dividends are declared and paid during the RSU vesting period.

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Equity awards granted to senior executives and other key employees consist of a combination of performance-vested RSUs and performance shares as well as non-qualified stock options described above.

The performance-vested RSUs have the potential to vest in one-third increments during a three-year performance period and may be earned based on AbbVie’s return on invested capital (ROIC) performance relative to a defined peer group of pharmaceutical, biotech and life science companies.

| 2024 Form 10-K

The recipient may receive one share of AbbVie common stock for each vested award.

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The weighted-average grant-date fair values of performance shares with a TSR market condition are determined using the Monte Carlo simulation model.

2023 Form 10-K |

The following table summarizes AbbVie RSU and performance share activity for 2024:

2 unchanged sentences

Granted 5,558 168.62

Granted in acquisitions 605 168.24

Vested ( 6,052 ) 128.28

1 unchanged sentence

Outstanding at December 31, 2024 10,387 $ 159.52

The fair market value of RSUs and performance shares (as applicable) vested was $ 1.0 billion in 2023, $ 1.0 billion in 2022 and $ 718 million in 2021.

The fair market value of RSUs and performance shares (as applicable) vested was $ 1.1 billion in 2024, $ 1.0 billion in 2023 and $ 1.0 billion in 2022.

In connection with the ImmunoGen and Cerevel Therapeutics acquisitions, AbbVie issued 0.6 million RSUs to holders of ImmunoGen and Cerevel Therapeutics equity awards based on a conversion factor described in each of the transaction agreements.

See Note 5 for additional information regarding the ImmunoGen and Cerevel Therapeutics acquisitions.

As of December 31, 2024, $ 655 million of unrecognized compensation cost related to RSUs and performance shares is expected to be recognized as expense over approximately the next two years .

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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 in 2023, 8 million shares for $ 1.1 billion in 2022 and 6 million shares for $ 670 million in 2021.

AbbVie repurchased 7 million shares for $ 1.3 billion in 2024, 10 million shares for $ 1.6 billion in 2023 and 8 million shares for $ 1.1 billion in 2022.

AbbVie's remaining stock repurchase authorization was $ 3.5 billion as of December 31, 2024.

10 unchanged sentences

Other comprehensive income (loss) before reclassifications 407 ( 311 ) ( 23 ) ( 10 ) 63

Net losses (gains) reclassified from accumulated other comprehensive loss — ( 74 ) 173 ( 91 ) 8

Net gains reclassified from accumulated other comprehensive loss — ( 88 ) ( 7 ) ( 74 ) ( 169 )

Net current-period other comprehensive income (loss) 407 ( 399 ) ( 30 ) ( 84 ) ( 106 )

1 unchanged sentence

Other comprehensive income (loss) before reclassifications ( 1,008 ) 580 799 155 526

Net gains reclassified from accumulated other comprehensive loss — ( 88 ) ( 7 ) ( 74 ) ( 169 )

Net losses (gains) reclassified from accumulated other comprehensive loss — ( 96 ) 25 ( 75 ) ( 146 )

Net current-period other comprehensive income (loss) ( 1,008 ) 484 824 80 380

Balance as of December 31, 2024 $ ( 2,114 ) $ 549 $ ( 664 ) $ 304 $ ( 1,925 )

Other comprehensive income (loss) for 2024 included pension and post-employment benefit plan gains of $ 824 million primarily due to actuarial gains driven by higher discount rates.

Other comprehensive income (loss) for 2024 also included foreign currency translation adjustments totaling losses of $ 1.0 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 gains of $ 484 million.

Other comprehensive income (loss) for 2023 included foreign currency translation adjustments totaling gains of $ 407 million principally due to the impact of the strengthening of the Euro on the translation of the company’s Euro-denominated assets and the offsetting impact of net investment hedging activities totaling losses of $ 399 million.

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Other comprehensive income (loss) for 2022 also included foreign currency translation adjustments totaling losses of $ 943 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 gains of $ 555 million.

Other comprehensive income (loss) for 2021 included foreign currency translation adjustments totaling losses of $ 1.2 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 gains of $ 699 million.

| 2024 Form 10-K

9 unchanged sentences

$ 33 $ ( 7 ) $ 221

Tax expense (benefit) — ( 48 ) ( 60 )

Tax benefit ( 8 ) — ( 48 )

Total reclassifications, net of tax $ 25 $ ( 7 ) $ 173

Cash flow hedging activities

Losses (gains) on foreign currency forward exchange contracts (c)

Gains on foreign currency forward exchange contracts (c)

$ ( 73 ) $ ( 77 ) $ ( 82 )

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Losses on cross-currency swap contracts (d)

Tax expense (benefit) 21 13 ( 12 )

Tax expense 21 21 13

Total reclassifications, net of tax $ ( 75 ) $ ( 74 ) $ ( 91 )

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Total deferred taxes $ ( 1,449 ) $ ( 2,889 ) $ ( 1,931 )

Total income tax expense $ 1,377 $ 1,632 $ 1,440

Total income tax expense (benefit) $ ( 570 ) $ 1,377 $ 1,632

Effective Tax Rate Reconciliation

years ended December 31

2024 2023 2022

Statutory tax rate 21.0 % 21.0 % 21.0 %

1 unchanged sentence

tax credits ( 5.4 ) ( 3.1 ) ( 2.8 )

Stock-based compensation ( 1.2 ) ( 1.0 ) ( 0.6 )

Non-deductible expenses 1.1 0.7 0.4

Tax law changes ( 3.8 ) ( 2.4 ) ( 2.0 )

Tax audits and settlements ( 1.1 ) 0.9 ( 0.4 )

Tax law changes and related structuring ( 0.3 ) ( 3.8 ) ( 2.4 )

Tax audits, settlements and reserves ( 51.4 ) ( 1.1 ) 0.9

Acquisition costs 13.4 0.2 —

All other, net ( 0.1 ) 1.1 —

2 unchanged sentences

The effective income tax rates in 2024, 2023 and 2022 differed from the statutory tax rate principally due to the impact of foreign operations with lower income tax rates in locations outside the United States, the U.S.

global minimum tax, changes in fair value of contingent consideration, tax credits and incentives in the United States, Puerto Rico and other foreign tax jurisdictions, and business development activities.

global minimum tax, changes in fair value of contingent consideration, tax audits and settlements, tax credits and incentives in the United States, Puerto Rico and other foreign tax jurisdictions, and business development activities.

The effective income tax rate in 2024 was lower than prior periods due to the resolutions of various tax positions pertaining to multiple prior tax years, including the closing of U.S.

IRS examinations covering three tax years, partially offset by increases in unrecognized tax benefits pertaining to prior years.

The lower effective income tax rate in 2024 also reflects an increase due to acquisition costs related to certain business development activities and a decrease related to changes in fair value of contingent consideration.

The effective income tax rate in 2023 was higher than prior periods due to increased changes in fair value of contingent consideration, intangible asset impairments and the impacts of the transition from the Puerto Rico excise tax to an income tax.

In 2022, Puerto Rico enacted Act 52-2022 (the Puerto Rico Act) allowing for a transition from a Puerto Rico excise tax levied on gross inventory purchases to an income-based tax beginning in 2023.

The company completed the transition requirements of the Puerto Rico Act in 2022, resulting in the remeasurement of certain deferred tax assets and liabilities based on income tax rates at which they are expected to reverse in the future.

The company completed the transition requirements of the Puerto Rico Act in 2022, resulting in the remeasurement of certain deferred tax assets and liabilities

| 2024 Form 10-K

based on income tax rates at which they are expected to reverse in the future.

The net tax benefit recognized in 2022 from the remeasurement of deferred taxes related to the Puerto Rico Act was $ 323 million.

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The company’s accounting policy for the minimum tax on foreign sourced earnings is to report the tax effects on the basis that the minimum tax will be recognized in tax expense in the year it is incurred as a period expense.

2023 Form 10-K |

Deferred Tax Assets and Liabilities

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$ 3,047 $ 3,803

The increase in net deferred tax assets is primarily related to capitalization of R&D expense and increases in accruals and reserves, offset by a decrease in advance payments.

The decrease in deferred tax liabilities is primarily related to amortization and impairments of intangible assets.

In 2023, Bermuda enacted the Corporate Income Tax Act (“Bermuda Tax Act”), which implements a 15% corporate income tax effective beginning in 2025.

The enactment of the Bermuda Tax Act resulted in the remeasurement of certain deferred tax assets and liabilities based on income tax rates at which they are expected to reverse in the future.

The remeasurement related primarily to net operating losses and reflected an increase of $ 3.6 billion to deferred tax assets and an offsetting increase to valuation allowances, resulting in no net impact to deferred tax assets as such losses are not expected to be realized in the foreseeable future.

The decrease in deferred tax assets is primarily related to a decrease in compensation, employee benefits and advance payments.

The increase in deferred tax liabilities is primarily due to the acquisition of Cerevel Therapeutics and ImmunoGen in which the company recorded the excess of book basis over tax basis of intangible assets, offset by amortization and impairment of intangible assets.

The company had valuation allowances of $ 14.8 billion as of December 31, 2024 and $ 13.5 billion as of December 31, 2023.

These were principally related to foreign and state net operating losses and other credit carryforwards that are not expected to be realized.

The company incurred carryforward deductions in a foreign jurisdiction where realization of the future income tax benefit was, in previous reporting periods, considered so remote that the income tax benefit was not recognized as a deferred tax asset.

In 2024, the company concluded that the future income tax benefit of the carryforward balances is no longer remote and therefore, a deferred tax asset was recognized.

The company also recognized an offsetting valuation allowance, resulting in no net impact to deferred tax assets as such carryforward balances are not expected to be realized in the foreseeable future.

As of December 31, 2024, the company had U.S.

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Settlements ( 284 ) ( 86 ) ( 7 )

Increase due to acquisitions 82 — —

Lapse of statutes of limitations ( 45 ) ( 39 ) ( 110 )

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AbbVie recognizes interest and penalties related to income tax matters in income tax expense in the consolidated statements of earnings.

AbbVie recognized gross income tax expense of $ 430 million in 2023, $ 339 million in 2022 and $ 161 million in 2021, for interest and penalties related to income tax matters.

AbbVie had an accrual for the payment of gross interest and penalties of $ 1.6 billion at December 31, 2023, $ 1.1 billion at December 31, 2022 and $ 803 million at December 31, 2021.

AbbVie recognized a gross income tax benefit of $ 179 million in 2024 and gross income tax expense of $ 430 million in 2023 and $ 339 million in 2022 for interest and penalties related to income tax matters.

AbbVie had an accrual for the payment of gross interest and penalties of $ 1.4 billion at December 31, 2024, $ 1.6 billion at December 31, 2023 and $ 1.1 billion at December 31, 2022.

The company is routinely audited by the tax authorities in significant jurisdictions and a number of audits are currently underway.

It is reasonably possible during the next 12 months that uncertain tax positions may be settled, which could result in a decrease in the gross amount of unrecognized tax benefits.

Due to the potential for resolution of federal, state and foreign examinations and the expiration of various statutes of limitation, the company's gross unrecognized tax benefits balance may change within the next 12 months up to $ 476 million.

All significant federal, state, local and international matters have been concluded for years through 2009.

It is reasonably possible that the company’s gross unrecognized tax benefits balance may change within the next 12 months by up to $ 40 million in connection with statute of limitation expirations.

The company has various federal, state and foreign examinations ongoing.

Finalizing examinations with the relevant taxing authorities can include formal administrative and legal proceedings, and as a result, we cannot reasonably estimate the timing of resolution for certain unrecognized tax benefits.

All significant federal, state and international tax matters have been concluded for years before 2009.

The company believes adequate provision has been made for all income tax uncertainties.

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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.

The recorded accrual balance for litigation was approximately $ 2.5 billion as of December 31, 2024 and $ 2.0 billion as of December 31, 2023.

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.

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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.

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

The cases are pending in the United States District Court for the Eastern District of Pennsylvania for coordinated or consolidated

| 2024 Form 10-K

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.

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.

pre-trial proceedings under the federal multi-district litigation (MDL) Rules as In re:

Niaspan Antitrust Litigation, MDL No.

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 November 2022, the State of Oregon filed a lawsuit in the Multnomah County, Oregon Circuit Court, alleging that 2011 patent litigation by Abbott with a generic company regarding AndroGel was sham litigation and the settlement of that litigation violated state antitrust law.

Oregon also brought a claim under the Oregon False Claims Act, which the court dismissed on October 31, 2024.

In November 2024, the parties reached an agreement in principle to resolve this lawsuit.

Government Proceedings

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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 590 lawsuits, approximately 175 of them are brought by states, counties, cities, and other municipal entities, approximately 140 of which are in the process of being dismissed pursuant to the previously announced settlement for which 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.

Of these approximately 435 lawsuits, approximately 25 of them are brought by states, counties, cities, and other municipal entities, approximately 5 of which are in the process of being dismissed pursuant to the previously announced settlement.

Another approximately 45 of the approximately 435 lawsuits are covered by a proposed class settlement between Allergan and a class of acute care hospitals, which is subject to court approval and other contingencies.

In March 2023, AbbVie Inc.

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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.

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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.

| 2023 Form 10-K

In October 2024, the court granted defendants’ motion to dismiss without prejudice.

In November 2024, the dismissal was converted to one with prejudice.

Product Liability and General Litigation

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The plaintiff-relator is appealing the court’s motion to dismiss ruling.

Lawsuits are pending against various Allergan entities in the United States and other countries including Brazil, Canada, South Korea, and the Netherlands, in which plaintiffs generally allege that they developed, or may develop, breast implant-

2024 Form 10-K |

associated anaplastic large cell lymphoma (ALCL) or other injuries from Allergan’s Biocell® textured breast implants, which were voluntarily withdrawn from worldwide markets in 2019.

Approximately 135 ALCL lawsuits and 1,100 other lawsuits are coordinated for pre-trial purposes in the United States District Court for the District of New Jersey under the MDL rules as In re:

Allergan Biocell Textured Breast Implant Product Liability Litigation, MDL No.

Approximately 75 ALCL lawsuits and 460 other lawsuits are pending in various state courts.

Approximately 60 ALCL and 1,000 other lawsuits are pending in other countries.

Plaintiffs generally seek monetary damages, medical monitoring, and attorneys’ fees.

In January 2025, a putative class action lawsuit, Sheet Metal Workers’ Health Plan of Southern California, Arizona, and Nevada v.

AbbVie Inc., was filed in the United States District Court for the Northern District of Illinois on behalf of third-party payors of Humira, alleging that AbbVie’s rebating practices are impairing biosimilar competition with Humira in violation of federal and state antitrust laws.

The plaintiff generally seeks monetary damages, injunctive relief and attorneys' fees.

Intellectual Property Litigation

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.

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.

is seeking to enforce patent rights relating to upadacitinib (a drug sold under the trademark Rinvoq).

Litigation was filed in the United States District Court for the District of Delaware in November 2023 against Hetero USA, Inc., Hetero Labs Limited, Hetero Labs Limited Unit-V, Aurobindo Pharma USA, Inc., Aurobindo Pharma Ltd., Sandoz, Inc.

Sandoz Private Limited, Sandoz GMBH, Intas Pharmaceuticals Ltd., Accord Healthcare, Inc., and Sun Pharmaceutical Industries, Ltd.

AbbVie alleges defendants’ proposed generic upadacitinib products infringe certain patents and seeks declaratory and injunctive relief.

is seeking to enforce patent rights related to ubrogepant (a drug sold under the trademark Ubrelvy).

Litigation was filed in the United States District Court for the District of New Jersey in March 2024 against Aurobindo Pharma U.S.A., Inc., Aurobindo Pharma Limited, and Apitoria Pharma Private Limited;

Zydus Pharmaceuticals (USA) Inc.

and Zydus Lifesciences Limited;

MSN Pharmaceuticals Inc., MSN Laboratories Private Limited, and MSN Life Sciences Private Limited;

and Hetero USA Inc., Hetero Labs Limited Unit-III, and Hetero Labs Limited.

AbbVie alleges defendants’ proposed generic ubrogepant products infringe certain patents and seeks declaratory and injunctive relief.

Merck Sharp & Dohme LLC, which exclusively licenses certain patents to AbbVie, is a co-plaintiff in the litigation.

Note 16 Segment and Geographic Area Information

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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 CODM regularly reviews net revenues, net earnings and significant segment expenses and uses net earnings as its principal measure of segment profit or loss.

Net earnings and significant segment expenses reviewed by CODM are reported on the Consolidated Statement of Earnings for the years ended December 31, 2024, 2023 and 2022.

The CODM uses net earnings as its principal measure of segment profit or loss to compare past financial performance with current performance and analyze underlying business performance and trends.

The CODM does not use segment assets to make decisions regarding resources;

therefore, the total asset disclosure has not been included.

| 2024 Form 10-K

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Total $ 2,583 $ 2,288 $ 2,009

United States $ 477 $ — $ —

International 2 — —

Total $ 479 $ — $ —

Epkinly Collaboration revenues

$ 118 $ 28 $ —

International 28 3 —

Total $ 146 $ 31 $ —

Botox Cosmetic

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International 25 12 —

$ 815 $ 680 $ 552

Total $ 1,006 $ 815 $ 680

Qulipta United States $ 628 $ 405 $ 158

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Total net revenues $ 56,334 $ 54,318 $ 58,054

(a) Net revenues include ImmunoGen product revenues after the acquisition closing date of February 12, 2024.

| 2024 Form 10-K

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Germany 1,465 1,266 1,340

Canada 1,076 1,159 1,397

Japan 1,122 1,008 956

Canada 1,088 1,076 1,159

China 917 950 912

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Spain 528 501 506

United Kingdom 522 417 462

Italy 511 484 444

Australia 472 508 533

Brazil 464 439 430

United Kingdom 417 462 497

Australia 463 472 508

All other countries 5,449 5,042 4,837

Total net revenues $ 56,334 $ 54,318 $ 58,054

See the following for additional information about certain income and expenses included in net earnings:

intangible assets amortization expense (Note 7), intangible assets impairment expense (Note 7), change in fair value of contingent consideration (Note 11), interest income and expense (Note 3), depreciation expense (Note 2), litigation matters (Note 15), income tax expense (Note 14) and restructuring expense (Note 8).

Long-lived assets, primarily net property and equipment, by geographic area were as follows:

as of December 31 (in millions) 2024 2023

United States and Puerto Rico $ 3,139 $ 3,243

United States

$ 3,331 $ 3,139

Europe 1,485 1,433

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Gross margin 10,706

Net earnings attributable to AbbVie Inc.

Basic earnings per share attributable to AbbVie Inc.

Diluted earnings per share attributable to AbbVie Inc.

Net loss attributable to AbbVie Inc.

Basic loss per share attributable to AbbVie Inc.

Diluted loss per share attributable to AbbVie Inc.

Cash dividends declared per common share $ 1.64

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Description of the Matter As discussed in Note 2 to the consolidated financial statements under the caption “Revenue Recognition,” the Company established provisions for sales rebates in the same period the related product is sold.

At December 31, 2023, the Company had $ 13,627 million in sales rebate accruals, a large portion of which were for rebates provided to pharmacy benefit managers, state government Medicaid programs, insurance companies that administer Medicare drug plans and private entities for Medicaid, Medicare and managed care programs.

In order to establish these sales rebate accruals, the Company estimated its rebates based upon the identification of the products subject to a rebate, the applicable price and rebate terms and the estimated lag time between the sale and payment of the rebate.

At December 31, 2024, the Company had $ 14,304 million in sales rebate accruals, a large portion of which were for rebates accrued for pharmacy benefit managers, state government Medicaid programs, insurance companies that administer Medicare drug plans and private entities for Medicaid, Medicare and managed care programs.

In order to establish the rebate accruals, the Company estimated its rebates based on estimates and assumptions, including the determination of the related payer of the rebate based on sales trends, changes in rebate contracts which impacts the applicable price and rebate terms, and the corresponding lag in payment timing.

Auditing the Medicaid, Medicare and managed care sales rebate accruals was complex and required significant auditor judgment because the accruals consider multiple subjective and complex estimates and assumptions.

These estimates and assumptions included the estimated inventory in the distribution channel, which impacts the lag time between the sale to the customer and payment of the rebate and the final payer related to product sales, which impacts the applicable price and rebate terms.

In deriving these estimates and assumptions, the Company used both internal and external sources of information to estimate product in the distribution channels, payer mix, prescription volumes and historical experience.

Management supplemented its historical data analysis with qualitative adjustments based upon changes in rebate trends, rebate programs and contract terms, legislative changes, or other significant events which indicate a change in the reserve is appropriate.

In deriving these estimates and assumptions, the Company used both internal and external sources of information.

Management supplemented its historical data analysis with qualitative adjustments based upon changes in rebate trends, rebate programs, contract terms, legislative changes, or other significant events which indicate a change in the reserve is appropriate.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s sales rebate accruals for Medicaid, Medicare and managed care programs.

This included testing controls over management’s review of the significant assumptions and other inputs used in the estimation of Medicaid, Medicare and managed care rebates, among others, including the significant assumptions discussed above.

The testing was inclusive of management’s controls to evaluate the accuracy of its reserve judgments to actual rebates paid, rebate validation and processing, and controls to ensure that the data used to evaluate and support the significant assumptions was complete, accurate and, where applicable, verified to external data sources.

To test the sales rebate accruals for Medicaid, Medicare and managed care programs, our audit procedures included, among others, understanding and evaluating the significant assumptions and underlying data used in management’s calculations.

Our testing of significant assumptions included corroboration to external data sources.

Specifically, we tested management’s controls to evaluate the sufficiency of its reserve estimates by comparing to actual rebates paid, controls over rebate validation and processing, and controls to ensure that the data used to evaluate and support the significant assumptions was complete and accurate.

To test the sales rebate accruals and assess the historical accuracy of management's estimate for Medicaid, Medicare and managed care programs, our audit procedures included independently calculating the sales rebate accruals based on historical payments and performing a hindsight analysis on the reserves recorded.

Our testing of significant assumptions included corroborating management's estimate of the rebate claims processing lag time for each type of rebate.

We evaluated the reasonableness of assumptions considering industry and economic trends, product profiles, and other regulatory factors.

We assessed the historical accuracy of management’s estimates by comparing actual activity to previous estimates and performed analytical procedures, based on internal and external data sources, to evaluate the completeness of the reserves.

For Medicaid, we involved a specialist with an understanding of statutory reimbursement requirements to assess the consistency of the Company’s calculation methodologies with applicable government regulations and policy.

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In particular, the fair value measurement was sensitive to the significant assumptions underlying the estimated amount of future sales of the acquired products.

Management utilized its expertise within the industry, including commercial dynamics, trends and utilization, as well as knowledge of clinical development and regulatory approval processes to determine certain of these assumptions.

Management utilized its expertise within the industry, including commercial dynamics, trends and utilization, to determine certain of these assumptions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s contingent consideration liabilities process including, among others, management’s process to establish the significant assumptions and measure the liability.

This included testing controls over management’s review of the significant assumptions and other inputs used in the determination of fair value.

The testing was inclusive of key management review controls to monitor and evaluate clinical development of the acquired products and estimated future sales, and controls to ensure that the data used to evaluate and support the significant assumptions was complete, accurate and, where applicable, verified to external data sources.

The testing was inclusive of key management review controls to monitor estimated future sales, and to ensure that the data used to evaluate and support the significant assumptions was complete, accurate and, where applicable, verified to external data sources.

To test the estimated fair value of contingent consideration liabilities, our audit procedures included, among others, inspecting the terms of the executed agreement, assessing the Monte Carlo simulation model used and testing the key contractual inputs and significant assumptions discussed above.

We evaluated the assumptions and judgments considering observable industry and economic trends and standards, external data sources and regulatory factors.

Estimated amounts of future sales were evaluated for reasonableness in relation to internal and external analyses, clinical development progress and timelines, probability of success benchmarks, and regulatory notices.

We evaluated the assumptions and judgments considering observable industry and economic trends, and external data sources.

Estimated amounts of future sales were also evaluated for reasonableness.

Our procedures included evaluating the data sources used by management in determining its assumptions and, where necessary, included an evaluation of available information that either corroborated or contradicted management’s conclusions.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data