What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-04 compared with 2025-08-04 · 163 added, 142 removed, 768 unchanged (28% of the section changed)

3 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions, except per share data) 2025 2024 2025 2024

8 unchanged sentences

Interest expense, net 667 591 1,972 1,550

Net foreign exchange loss 23 1 27 5

Net foreign exchange loss (gain) 20 ( 3 ) 47 2

Other expense, net 503 1,159 4,583 3,090

17 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

Net earnings $ 188 $ 1,564 $ 2,418 $ 4,309

Foreign currency translation adjustments, net of tax expense (benefit) of $ 33 for the three months and $ 50 for the six months ended June 30, 2025 and $( 4 ) for the three months and $( 24 ) for the six months ended June 30, 2024

Foreign currency translation adjustments, net of tax expense (benefit) of $( 2 ) for the three months and $ 48 for the nine months ended September 30, 2025 and $ 25 for the three months and $ 1 for the nine months ended September 30, 2024

( 49 ) 574 1,489 21

Net investment hedging activities, net of tax expense (benefit) of $( 192 ) for the three months and $( 269 ) for the six months ended June 30, 2025 and $ 23 for the three months and $ 80 for the six months ended June 30, 2024

Net investment hedging activities, net of tax expense (benefit) of $ 4 for the three months and $( 265 ) for the nine months ended September 30, 2025 and $( 91 ) for the three months and $( 11 ) for the nine months ended September 30, 2024

11 ( 330 ) ( 970 ) ( 39 )

Pension and post-employment benefits, net of tax expense (benefit) of $ — for the three months and $ — for the six months ended June 30, 2025 and $ 3 for the three months and $ 4 for the six months ended June 30, 2024

Cash flow hedging activities, net of tax expense (benefit) of $( 16 ) for the three months and $( 20 ) for the six months ended June 30, 2025 and $( 2 ) for the three months and $ 5 for the six months ended June 30, 2024

Pension and post-employment benefits, net of tax expense (benefit) of $ 1 for the three months and $ 1 for the nine months ended September 30, 2025 and $( 1 ) for the three months and $ 3 for the nine months ended September 30, 2024

Cash flow hedging activities, net of tax expense (benefit) of $ 1 for the three months and $( 19 ) for the nine months ended September 30, 2025 and $( 8 ) for the three months and $( 3 ) for the nine months ended September 30, 2024

( 1 ) ( 62 ) ( 173 ) ( 26 )

8 unchanged sentences

Condensed Consolidated Balance Sheets

(in millions, except share data) June 30,

(in millions, except share data) September 30,

2025 December 31,

23 unchanged sentences

Stockholders' equity (deficit)

Common stock, $ 0.01 par value, 4,000,000,000 shares authorized, 1,837,290,114 shares issued as of June 30, 2025 and 1,831,594,494 as of December 31, 2024

Common stock held in treasury, at cost, 70,829,000 shares as of June 30, 2025 and 66,337,508 as of December 31, 2024

Common stock, $ 0.01 par value, 4,000,000,000 shares authorized, 1,838,138,571 shares issued as of September 30, 2025 and 1,831,594,494 as of December 31, 2024

Common stock held in treasury, at cost, 70,788,693 shares as of September 30, 2025 and 66,337,508 as of December 31, 2024

( 9,143 ) ( 8,201 )

11 unchanged sentences

(in millions) Common shares outstanding Common stock Treasury stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Noncontrolling interest Total

Balance at March 31, 2024 1,766 $ 18 $ ( 7,829 ) $ 20,656 $ ( 2,384 ) $ ( 2,454 ) $ 40 $ 8,047

Balance at June 30, 2024 1,766 $ 18 $ ( 7,838 ) $ 20,879 $ ( 3,768 ) $ ( 2,513 ) $ 43 $ 6,821

Net earnings attributable to AbbVie Inc.

— — — — 1,561 — — 1,561

Other comprehensive loss, net of tax — — — — — ( 59 ) — ( 59 )

Other comprehensive income, net of tax — — — — — 179 — 179

Dividends declared — — — — ( 2,757 ) — — ( 2,757 )

2 unchanged sentences

Change in noncontrolling interest — — — — — — ( 4 ) ( 4 )

Balance at September 30, 2024 1,767 $ 18 $ ( 7,848 ) $ 21,160 $ ( 4,964 ) $ ( 2,334 ) $ 39 $ 6,071

Balance at June 30, 2025 1,766 $ 18 $ ( 9,147 ) $ 21,987 $ ( 11,503 ) $ ( 1,538 ) $ 45 $ ( 138 )

Balance at March 31, 2025 1,766 $ 18 $ ( 9,137 ) $ 21,808 $ ( 9,527 ) $ ( 1,742 ) $ 42 $ 1,462

Net earnings attributable to AbbVie Inc.

— — — — 186 — — 186

Other comprehensive income, net of tax — — — — — 204 — 204

Other comprehensive loss, net of tax — — — — — ( 36 ) — ( 36 )

Dividends declared — — — — ( 2,917 ) — — ( 2,917 )

2 unchanged sentences

Change in noncontrolling interest — — — — — — ( 2 ) ( 2 )

Balance at June 30, 2025 1,766 $ 18 $ ( 9,147 ) $ 21,987 $ ( 11,503 ) $ ( 1,538 ) $ 45 $ ( 138 )

Balance at September 30, 2025 1,767 $ 18 $ ( 9,143 ) $ 22,291 $ ( 14,234 ) $ ( 1,574 ) $ 43 $ ( 2,599 )

Balance at December 31, 2023 1,766 $ 18 $ ( 6,533 ) $ 20,180 $ ( 1,000 ) $ ( 2,305 ) $ 37 $ 10,397

6 unchanged sentences

Change in noncontrolling interest — — — — — — 2 2

Balance at June 30, 2024 1,766 $ 18 $ ( 7,838 ) $ 20,879 $ ( 3,768 ) $ ( 2,513 ) $ 43 $ 6,821

Balance at September 30, 2024 1,767 $ 18 $ ( 7,848 ) $ 21,160 $ ( 4,964 ) $ ( 2,334 ) $ 39 $ 6,071

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

6 unchanged sentences

Change in noncontrolling interest — — — — — — 4 4

Balance at June 30, 2025 1,766 $ 18 $ ( 9,147 ) $ 21,987 $ ( 11,503 ) $ ( 1,538 ) $ 45 $ ( 138 )

Balance at September 30, 2025 1,767 $ 18 $ ( 9,143 ) $ 22,291 $ ( 14,234 ) $ ( 1,574 ) $ 43 $ ( 2,599 )

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

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (unaudited)

Six months ended

Nine months ended

September 30,

(in millions) (brackets denote cash outflows) 2025 2024

10 unchanged sentences

Non-cash litigation reserve adjustments, net of cash payments ( 1,069 ) 341

Impairment of intangible assets 847 —

Other, net 6 ( 75 )

8 unchanged sentences

Acquisitions of businesses, net of cash acquired ( 204 ) ( 17,493 )

Other acquisitions and investments ( 1,274 ) ( 1,033 )

Other acquisitions and investments, net of cash acquired ( 4,076 ) ( 1,232 )

Acquisitions of property and equipment ( 885 ) ( 683 )

27 unchanged sentences

(AbbVie or the company) have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission.

Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S.

GAAP) have been omitted.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2024.

17 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

2 unchanged sentences

Interest expense, net $ 667 $ 591 $ 1,972 $ 1,550

(in millions) June 30,

(in millions) September 30,

2025 December 31,

5 unchanged sentences

Property and Equipment, Net

(in millions) June 30,

(in millions) September 30,

2025 December 31,

2 unchanged sentences

Property and equipment, net $ 5,483 $ 5,134

Depreciation expense was $ 186 million for the three months and $ 367 million for the six months ended June 30, 2025 and $ 184 million for the three months and $ 367 million for the six months ended June 30, 2024.

Depreciation expense was $ 192 million for the three months and $ 559 million for the nine months ended September 30, 2025 and $ 191 million for the three months and $ 558 million for the nine months ended September 30, 2024.

Note 3 Earnings Per Share

4 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions, except per share data) 2025 2024 2025 2024

18 unchanged sentences

Note 4 Licensing, Acquisitions and Other Arrangements

Proposed Acquisition of Capstan Therapeutics, Inc.

In June 2025, AbbVie entered into a definitive agreement to acquire Capstan Therapeutics, Inc.

(Capstan), including its lead program CPTX2309, a potential first-in-class in vivo targeted lipid nanoparticle (tLNP) anti-CD19 CAR-T therapy candidate, currently in Phase 1, for the treatment of B cell-mediated autoimmune diseases.

Under the terms of the agreement, AbbVie will make an upfront cash payment of approximately $ 2.1 billion to acquire Capstan.

The transaction is expected to close in 2025, subject to regulatory approvals and other customary closing conditions.

Acquisition of Gilgamesh Pharmaceuticals, Inc.

Subsequent to September 30, 2025, AbbVie completed its acquisition of Gilgamesh Pharmaceuticals, Inc.

(Gilgamesh), including its lead program bretisilocin (GM-2505).

GM-2505 is a short-acting serotonin (5-HT)2A receptor agonist and 5-HT releaser currently in Phase 2 studies for the treatment of major depressive disorder.

As part of the transaction, Gilgamesh spun off a new independent entity that will operate under the name Gilgamesh Pharma Inc.

to retain its employees and other programs, including an existing option-to-license agreement with AbbVie which remains in effect.

Under the terms of the agreement, AbbVie made an upfront cash payment of approximately $ 900 million to acquire all outstanding equity of Gilgamesh.

AbbVie could make additional payments of up to $ 300 million upon achievement of development milestones.

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

2025 Form 10-Q |

4 unchanged sentences

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

As of the acquisition date, AbbVie acquired $ 118 million of intangible assets and resulted in the recognition of $ 170 million of goodwill.

As of the acquisition date, AbbVie acquired $ 118 million of intangible assets and the acquisition resulted in the recognition of $ 170 million of goodwill.

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, including expected synergies related to enhancement of AbbVie’s existing immunology discovery capabilities and development efforts.

15 unchanged sentences

Other Licensing & Acquisitions Activity

Cash outflows related to other acquisitions and investments totaled $ 1.3 billion for the six months ended June 30, 2025 and $ 1.0 billion for the six months ended June 30, 2024.

Cash outflows related to other acquisitions and investments, net of cash acquired totaled $ 4.1 billion for the nine months ended September 30, 2025 and $ 1.2 billion for the nine months ended September 30, 2024.

The following table summarizes acquired IPR&D and milestones expense:

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions)

3 unchanged sentences

Acquired IPR&D and milestones $ 2,680 $ 82 $ 3,751 $ 1,183

2025 Form 10-Q |

Ichnos Glenmark Innovation, Inc.

Subsequent to June 30, 2025, AbbVie announced that it entered into a licensing agreement with Ichnos Glenmark Innovation, Inc.

Under the terms of the agreement, AbbVie will make an upfront payment of $ 700 million and receive an exclusive license to develop, manufacture and commercialize ISB-2001, a tri-specific T-cell engager for the treatment of multiple myeloma across North America, Europe, Japan, and Greater China.

In September 2025, AbbVie completed its previously announced license agreement with Ichnos Glenmark Innovation, Inc.

Under the terms of the agreement, AbbVie received an exclusive license to develop, manufacture and commercialize ISB-2001, a tri-specific T-cell engager for the treatment of multiple myeloma across North America, Europe, Japan and Greater China.

The upfront payment of $ 700 million was recorded in acquired IPR&D and milestones expense in the condensed consolidated statement of earnings in the third quarter of 2025.

AbbVie could make additional payments of up to $ 1.2 billion upon achievement of certain development, regulatory and commercial milestones and pay tiered royalties.

The transaction is expected to close in 2025, subject to regulatory approvals and other customary closing conditions.

2025 Form 10-Q |

Capstan Therapeutics, Inc.

In August 2025, AbbVie completed its previously announced acquisition of Capstan Therapeutics, Inc.

(Capstan), including its lead program CPTX2309 (ABBV-619), a potential first-in-class in vivo targeted lipid nanoparticle (tLNP) anti-CD19 CAR-T therapy candidate, currently in Phase 1, for the treatment of B cell-mediated autoimmune diseases.

Under the terms of the agreement, AbbVie paid cash consideration of $ 2.1 billion ($ 1.9 billion, net of cash acquired) to acquire all outstanding equity of Capstan and the transaction was accounted for as an asset acquisition as the lead program represented substantially all of the fair value of the gross assets acquired.

The cash consideration of $ 1.9 billion, net of cash acquired, was recognized in acquired IPR&D and milestones expense in the condensed consolidated statement of earnings in the third quarter of 2025.

In connection with the transaction, AbbVie also recorded $ 187 million of cash-settled, post-closing expense for Capstan employee incentive and compensation awards in the condensed consolidated statement of earnings in the third quarter of 2025.

ADARx Pharmaceuticals, Inc.

In May 2025, AbbVie entered into a license option agreement with ADARx Pharmaceuticals, Inc.

In May 2025, AbbVie entered into an option-to-license agreement with ADARx Pharmaceuticals, Inc.

Under the terms of the agreement, AbbVie received exclusive options to global license rights to develop and commercialize ADARx’s small interfering RNA (siRNA) therapeutics across multiple disease areas, including neuroscience, immunology and oncology.

1 unchanged sentence

AbbVie could make additional payments of up to $ 385 million for option fees and option exercise payments, up to $ 7.5 billion upon achievement of certain development, regulatory and commercial milestones and pay tiered royalties.

In April 2025, AbbVie completed its licensing agreement with Gubra A/S.

In April 2025, AbbVie completed its license agreement with Gubra A/S.

Under the terms of the agreement, AbbVie received an exclusive global license to develop and commercialize GUB014295 (ABBV-295), a long-acting amylin analog for the treatment of obesity.

5 unchanged sentences

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 transaction was accounted for 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 condensed consolidated statement of earnings in the second quarter of 2024.

2 unchanged sentences

The company has ongoing transactions with other entities through collaboration agreements.

The following represent the significant collaboration agreements impacting the periods ended June 30, 2025 and 2024.

The following represent the significant collaboration agreements impacting the periods ended September 30, 2025 and 2024.

Collaboration with Janssen Biotech, Inc.

4 unchanged sentences

The collaboration has no set duration or specific expiration date and provides for potential future development, regulatory and approval milestone payments of up to $ 200 million to AbbVie.

The collaboration also includes a cost sharing arrangement for associated collaboration activities.

Except in certain cases, Janssen is responsible for approximately 60 % of collaboration development costs and AbbVie is responsible for the remaining 40 % of collaboration development costs.

The collaboration also

2025 Form 10-Q |

includes a cost sharing arrangement for associated collaboration activities.

Except in certain cases, Janssen is responsible for approximately 60 % of collaboration development costs and AbbVie is responsible for the remaining 40 % of collaboration development costs.

In the United States, both parties have co-exclusive rights to commercialize the products;

10 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

2 unchanged sentences

Global - AbbVie's share of other costs (included in respective line items) 24 38 74 120

AbbVie’s receivable from Janssen, included in accounts receivable, net, was $ 227 million at June 30, 2025 and $ 237 million at December 31, 2024.

AbbVie’s payable to Janssen, included in accounts payable and accrued liabilities, was $ 247 million at June 30, 2025 and $ 282 million at December 31, 2024.

AbbVie’s receivable from Janssen, included in accounts receivable, net, was $ 221 million at September 30, 2025 and $ 237 million at December 31, 2024.

AbbVie’s payable to Janssen, included in accounts payable and accrued liabilities, was $ 217 million at September 30, 2025 and $ 282 million at December 31, 2024.

Collaboration with Genentech, Inc.

10 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

10 unchanged sentences

Foreign currency translation adjustments 500

Balance as of June 30, 2025 $ 35,638

Balance as of September 30, 2025 $ 35,626

(a) Goodwill additions related to the acquisition of Nimble (see Note 4).

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

As of June 30, 2025, there were no accumulated goodwill impairment losses.

As of September 30, 2025, there were no accumulated goodwill impairment losses.

Intangible Assets, Net

The following table summarizes intangible assets:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions) Gross

10 unchanged sentences

Definite-Lived Intangible Assets

Amortization expense was $ 1.9 billion for the three months and $ 3.7 billion for the six months ended June 30, 2025 and $ 1.9 billion for the three months and $ 3.8 billion for the six months ended June 30, 2024.

Amortization expense was $ 1.9 billion for the three months and $ 5.6 billion for the nine months ended September 30, 2025 and $ 1.9 billion for the three months and $ 5.7 billion for the nine months ended September 30, 2024.

Amortization expense was included in cost of products sold in the condensed consolidated statements of earnings.

In the third quarter of 2025, the company made a decision to discontinue development and commercialization of Resonic, a rapid acoustic pulse device for long-term improvement in the appearance of cellulite.

The company also made a decision to reduce current sales and marketing investment related to Durysta, an on-market eye care product to treat elevated intraocular pressure in open-angle glaucoma and ocular hypertension.

Each of these strategic decisions contributed to decreases in the estimated future cash flows for the respective products and represented triggering events that required an evaluation of the underlying definite-lived intangible assets for impairment.

For Resonic, the evaluation resulted in a full impairment of both the gross and net carrying amount of $ 407 million.

For Durysta, the company utilized a discounted cash flow analysis to estimate the fair value of $ 271 million, which was lower than the carrying value of $ 711 million and resulted in a partial impairment of both the gross and net carrying amount.

Based on the revised cash flows, the company recorded pre-tax impairment charges of $ 847 million in cost of products sold in the condensed consolidated statement of earnings for the third quarter of 2025.

Indefinite-Lived Intangible Assets

5 unchanged sentences

As a result, AbbVie management periodically approves individual restructuring plans to achieve these objectives.

As of June 30, 2025 and 2024, no such plans were individually significant.

Restructuring charges were $ 136 million for the three months and $ 153 million for the six months ended June 30, 2025 and $ 49 million for the three months and $ 64 million for the six months ended June 30, 2024.

As of September 30, 2025 and 2024, no such plans were individually significant.

Restructuring charges were $ 36 million for the three months and $ 189 million for the nine months ended September 30, 2025 and $ 30 million for the three months and $ 94 million for the nine months ended September 30, 2024.

These charges are recognized in cost of products sold, R&D expense and SG&A expense in the condensed consolidated statements of earnings based on the classification of the affected employees or the related operations.

The following table summarizes the cash activity in the restructuring reserve for the six months ended June 30, 2025:

The following table summarizes the cash activity in the restructuring reserve for the nine months ended September 30, 2025:

(in millions)

2 unchanged sentences

Payments and other adjustments ( 73 )

Accrued balance as of June 30, 2025 $ 241

Accrued balance as of September 30, 2025 $ 240

Note 8 Financial Instruments and Fair Value Measures

3 unchanged sentences

Various AbbVie foreign subsidiaries enter into foreign currency forward exchange contracts to manage exposures to changes in foreign exchange rates for anticipated intercompany transactions denominated in a currency other than the functional currency of the local entity.

These contracts, with notional amounts totaling $ 3.8 billion at June 30, 2025 and $ 1.9 billion at December 31, 2024, are designated as cash flow hedges and are recorded at fair value.

These contracts, with notional amounts totaling $ 3.3 billion at September 30, 2025 and $ 1.9 billion at December 31, 2024, are designated as cash flow hedges and are recorded at fair value.

The durations of these forward exchange contracts were generally less than 18 months.

Accumulated gains and losses as of June 30, 2025 are reclassified from accumulated other comprehensive income (loss) (AOCI) and included in cost of products sold at the time the products are sold, generally not exceeding six months from the date of settlement.

Accumulated gains and losses as of September 30, 2025 are reclassified from accumulated other comprehensive income (loss) (AOCI) and included in cost of products sold at the time the products are sold, generally not exceeding six months from the date of settlement.

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

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

Resulting gains or losses are reflected in net foreign exchange loss in the condensed consolidated statements of earnings and are generally offset by losses or gains on the foreign currency exposure being managed.

These contracts had notional amounts totaling $ 6.3 billion at June 30, 2025 and $ 5.9 billion at December 31, 2024.

Resulting gains or losses are reflected in net foreign exchange loss (gain) in the condensed consolidated statements of earnings and are generally offset by losses or gains on the foreign currency exposure being managed.

These contracts had notional amounts totaling $ 10.1 billion at September 30, 2025 and $ 5.9 billion at December 31, 2024.

The company also uses foreign currency forward exchange contracts or foreign currency denominated debt to hedge its net investments in certain foreign subsidiaries and affiliates.

The company had an aggregate principal amount of senior Euro notes designated as net investment hedges of € 3.1 billion at June 30, 2025 and December 31, 2024.

In addition, the company had foreign currency forward exchange contracts designated as net investment hedges with notional amounts totaling € 6.5 billion, SEK 1.9 billion, CAD 500 million and CHF 80 million at June 30, 2025 and € 6.2 billion, SEK 1.4 billion, CAD 500 million and CHF 50 million at December 31, 2024.

The company had an aggregate principal amount of senior Euro notes designated as net investment hedges of € 3.1 billion at September 30, 2025 and December 31, 2024.

In addition, the company had foreign currency forward exchange contracts designated as net investment hedges with notional amounts totaling € 6.5 billion, SEK 1.9 billion, CAD 500 million and CHF 80 million at September 30, 2025 and € 6.2 billion, SEK 1.4 billion, CAD 500 million and CHF 50 million at December 31, 2024.

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

Realized and unrealized gains and losses from these hedges are included in AOCI and the initial fair value of hedge components excluded from the assessment of effectiveness is recognized in interest expense, net over the life of the hedging instrument.

The company is a party to interest rate swap contracts designated as fair value hedges with notional amounts totaling $ 3.5 billion at June 30, 2025 and December 31, 2024.

The company is a party to interest rate swap contracts designated as fair value hedges with notional amounts totaling $ 3.5 billion at September 30, 2025 and December 31, 2024.

The effect of the hedge contracts is to change a fixed-rate interest obligation to a floating rate for that portion of the debt.

5 unchanged sentences

Derivatives in liability position

(in millions) Balance sheet caption June 30,

(in millions) Balance sheet caption September 30,

2025 December 31,

2024 Balance sheet caption June 30,

2024 Balance sheet caption September 30,

2025 December 31,

11 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

3 unchanged sentences

Assuming market rates remain constant through contract maturities, the company expects to reclassify pre-tax losses of $ 36 million into cost of products sold for foreign currency cash flow hedges and pre-tax gains of $ 21 million into interest expense, net for other 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 $ 283 million for the three months and $ 416 million for the six months ended June 30, 2025 and pre-tax gains of $ 50 million for the three months and $ 207 million for the six months ended June 30, 2024.

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 $ 1 million for the three months and $ 417 million for the nine months ended September 30, 2025 and pre-tax losses of $ 151 million for the three months and pre-tax gains of $ 56 million for the nine months ended September 30, 2024.

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

1 unchanged sentence

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) Statement of earnings caption 2025 2024 2025 2024

2 unchanged sentences

Designated as net investment hedges Interest expense, net 37 32 108 90

Not designated as hedges Net foreign exchange loss ( 17 ) 34 ( 46 ) 16

Not designated as hedges Net foreign exchange loss (gain) ( 1 ) ( 30 ) ( 47 ) ( 14 )

Interest rate swap contracts

8 unchanged sentences

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

The following table summarizes the bases used to measure certain assets and liabilities carried at fair value on a recurring basis on the condensed consolidated balance sheet as of June 30, 2025:

The following table summarizes the bases used to measure certain assets and liabilities carried at fair value on a recurring basis on the condensed consolidated balance sheet as of September 30, 2025:

Basis of fair value measurement

39 unchanged sentences

The change in fair value recognized in net earnings is recorded in other expense, net in the condensed consolidated statements of earnings and the change in fair value attributable to instrument-specific credit risk is recognized in other comprehensive income (loss).

Changes in fair value recognized in other expense, net and in other comprehensive income (loss) for the three and six months ended June 30, 2025 were insignificant.

Changes in fair value recognized in other expense, net and in other comprehensive income (loss) for the three and nine months ended September 30, 2025 were insignificant.

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.

5 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Range Weighted average (a)

7 unchanged sentences

The following table presents the changes in fair value of total contingent consideration liabilities which are measured using Level 3 inputs:

Six months ended

Nine months ended

September 30,

(in millions) 2025 2024

4 unchanged sentences

Ending balance $ 24,649 $ 21,926

(a) Additions during the six months ended June 30, 2025, represent contingent consideration liabilities related to the Nimble acquisition.

(a) Additions during the nine months ended September 30, 2025, represent contingent consideration liabilities related to the Nimble acquisition.

The change in fair value recognized in net earnings is recorded in other expense, net in the condensed consolidated statements of earnings.

Certain financial instruments are carried at historical cost or some basis other than fair value.

The book values, approximate fair values and bases used to measure the approximate fair values of certain financial instruments as of June 30, 2025 are shown in the table below:

The book values, approximate fair values and bases used to measure the approximate fair values of certain financial instruments as of September 30, 2025 are shown in the table below:

Basis of fair value measurement

21 unchanged sentences

The company records these investments at cost and remeasures them to fair value based on certain observable price changes or impairment events as they occur.

The carrying amount of these investments was $ 166 million as of June 30, 2025 and $ 169 million as of December 31, 2024.

No significant cumulative upward or downward adjustments have been recorded for these investments as of June 30, 2025.

The carrying amount of these investments was $ 172 million as of September 30, 2025 and $ 169 million as of December 31, 2024.

No significant cumulative upward or downward adjustments have been recorded for these investments as of September 30, 2025.

Concentrations of Risk

Of total net accounts receivable, three U.S.

wholesalers accounted for 80 % as of June 30, 2025 and 81 % as of December 31, 2024, and substantially all of AbbVie’s pharmaceutical product net revenues in the United States were to these three wholesalers.

wholesalers accounted for 81 % as of September 30, 2025 and December 31, 2024, and substantially all of AbbVie’s pharmaceutical product net revenues in the United States were to these three wholesalers.

Debt and Credit Facilities

17 unchanged sentences

Short-Term Borrowings

Short-term borrowings included commercial paper borrowings of $ 3.6 billion as of June 30, 2025, of which $ 2.0 billion had original maturities greater than three months.

Short-term borrowings included commercial paper borrowings of $ 1.8 billion as of September 30, 2025, of which $ 791 million had original maturities greater than three months.

There were no commercial paper amounts outstanding as of December 31, 2024.

The weighted-average interest rate on commercial paper borrowings was 4.64 % for the six months ended June 30, 2025 and 5.54 % for the six months ended June 30, 2024.

The weighted-average interest rate on commercial paper borrowings was 4.59 % for the nine months ended September 30, 2025 and 5.54 % for the nine months ended September 30, 2024.

In April 2025, AbbVie entered into a $ 4.0 billion 364-day term loan credit agreement.

In May 2025, AbbVie borrowed $ 2.0 billion under this term loan credit agreement which was outstanding and included in short-term borrowings on the condensed consolidated balance sheet as of June 30, 2025.

Borrowings under the term loan bear interest at adjusted Secured Overnight Financing Rate Reference Rate (SOFR) + 0.7 %.

The term loan may be prepaid without penalty upon prior notice and contains covenants, all of which the company was in compliance with as of June 30, 2025.

The term loan may be prepaid without penalty upon prior notice and contains covenants, all of which the company was in compliance with as of September 30, 2025.

In January 2025, AbbVie entered into a new $ 3.0 billion five-year revolving credit facility that matures in January 2030 which is in addition to the existing $ 5.0 billion five-year revolving credit facility that matures in March 2028.

The revolving credit facilities are available to support AbbVie’s commercial paper program and enable the company to borrow funds to meet liquidity requirements on an unsecured basis at variable interest rates and contain various covenants.

At June 30, 2025, 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 June 30, 2025 and December 31, 2024.

At September 30, 2025, the company was in compliance with all covenants, and commitment fees under the credit facility were insignificant.

No amounts were outstanding under the company's credit facilities as of September 30, 2025 and December 31, 2024.

Financing Related to ImmunoGen and Cerevel Therapeutics Acquisitions

16 unchanged sentences

Three months ended

June 30, Six months ended

June 30, Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30, Three months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024 2025 2024 2025 2024

10 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

5 unchanged sentences

After-tax compensation expense $ 174 $ 148 $ 659 $ 620

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

(in millions) Six months ended

June 30, 2024

In addition to stock-based compensation expense included in the table above and in connection with the 2025 acquisition of Capstan and the 2024 acquisitions of ImmunoGen and Cerevel Therapeutics, AbbVie incurred cash-settled, post-closing expense for employee incentive awards related to these transactions, which is summarized in the table below:

Three months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

Cost of products sold $ — $ 5 $ — $ 36

2 unchanged sentences

Total post-closing cash settled expense

$ 95 $ 161 $ 95 $ 510

Stock Options

During the six months ended June 30, 2025, primarily in connection with the company's annual grant, AbbVie granted 0.6 million stock options with a weighted-average grant-date fair value of $ 38.39 .

As of June 30, 2025, $ 10 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next two years .

During the nine months ended September 30, 2025, primarily in connection with the company's annual grant, AbbVie granted 0.6 million stock options with a weighted-average grant-date fair value of $ 38.39 .

As of September 30, 2025, $ 9 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next two years .

2025 Form 10-Q |

RSUs and Performance Shares

During the six months ended June 30, 2025, primarily in connection with the company's annual grant, AbbVie granted 4.8 million RSUs and performance shares with a weighted-average grant-date fair value of $ 193.81 .

As of June 30, 2025, $ 905 million of unrecognized compensation cost related to RSUs and performance shares is expected to be recognized as expense over approximately the next two years .

During the nine months ended September 30, 2025, primarily in connection with the company's annual grant, AbbVie granted 4.9 million RSUs and performance shares with a weighted-average grant-date fair value of $ 193.72 .

As of September 30, 2025, $ 767 million of unrecognized compensation cost related to RSUs and performance shares is expected to be recognized as expense over approximately the next two years .

Cash Dividends

12 unchanged sentences

On February 16, 2023, AbbVie’s board of directors authorized a $ 5.0 billion increase to the existing stock repurchase authorization.

AbbVie repurchased 3 million shares for $ 606 million during the six months ended June 30, 2025 and 5 million shares for $ 959 million during the six months ended June 30, 2024.

AbbVie's remaining stock repurchase authorization was approximately $ 2.9 billion as of June 30, 2025.

AbbVie repurchased 3 million shares for $ 606 million during the nine months ended September 30, 2025 and 5 million shares for $ 959 million during the nine months ended September 30, 2024.

AbbVie's remaining stock repurchase authorization was approximately $ 2.9 billion as of September 30, 2025.

Accumulated Other Comprehensive Loss

The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2025:

The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2025:

(in millions) Foreign currency

8 unchanged sentences

Net current-period other comprehensive income (loss) 1,489 ( 970 ) 5 ( 173 ) 351

Balance as of June 30, 2025 $ ( 576 ) $ ( 432 ) $ ( 662 ) $ 132 $ ( 1,538 )

Other comprehensive income for the six months ended June 30, 2025 included foreign currency translation adjustments totaling a gain of $ 1.5 billion 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 a loss of $ 981 million.

Balance as of September 30, 2025 $ ( 625 ) $ ( 421 ) $ ( 659 ) $ 131 $ ( 1,574 )

Other comprehensive income for the nine months ended September 30, 2025 included foreign currency translation adjustments totaling a gain of $ 1.5 billion 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 a loss of $ 970 million.

2025 Form 10-Q |

The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2024:

The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2024:

(in millions) Foreign currency

8 unchanged sentences

Net current-period other comprehensive income (loss) 21 ( 39 ) 15 ( 26 ) ( 29 )

Balance as of June 30, 2024 $ ( 1,659 ) $ 356 $ ( 1,470 ) $ 260 $ ( 2,513 )

Other comprehensive loss for the six months ended June 30, 2024 included foreign currency translation adjustments totaling a loss of $ 553 million principally due to the impact of the weakening of the Euro on the translation of the company’s Euro-denominated assets and the offsetting impact of net investment hedging activities totaling a gain of $ 291 million.

Balance as of September 30, 2024 $ ( 1,085 ) $ 26 $ ( 1,473 ) $ 198 $ ( 2,334 )

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

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) (brackets denote gains) 2025 2024 2025 2024

17 unchanged sentences

2025 Form 10-Q |

Note 11 Income Taxes

The effective tax rate was 39 % for the three months and 31 % for the six months ended June 30, 2025 compared to 36 % for the three months and 30 % for the six months ended June 30, 2024.

The effective tax rate in each period differed from the U.S.

statutory tax rate of 21 % principally due to the impact of foreign operations which reflects the impact of lower income tax rates in locations outside the United States, changes in fair value of contingent consideration and business development activities.

The increase in the effective tax rate for the three months and six months ended June 30, 2025 over the prior year was primarily due to changes in fair value of contingent consideration offset by changes in jurisdictional mix of earnings and business development activities.

Subsequent to June 30, 2025, on July 4, 2025, the United States government signed into law the One Big Beautiful Bill Act of 2025 (2025 Act).

Included within the 2025 Act are certain new tax provisions, limitations and modifications to existing tax provisions that were previously enacted under the Tax Cuts and Jobs Act of 2017, including rules related to the taxation of income earned outside of the United States and the tax treatment of domestic performed research and development costs.

In addition, the legislation contains various effective dates and transition elections.

AbbVie is currently evaluating the impact of the 2025 Act on its consolidated financial statements.

The effective tax rate was 74 % for the three months and 39 % for the nine months ended September 30, 2025 compared to 25 % for the three months and 28 % for the nine months ended September 30, 2024.

The effective tax rate in each period was higher than the U.S.

statutory tax rate of 21 % principally due to business development activities and changes in fair value of contingent consideration, partially offset by the impact of foreign operations which reflects the impact of lower income tax rates in locations outside the United States.

The increase in the effective tax rate for the three and nine months ended September 30, 2025 over the prior year was primarily due to business development activities and changes in fair value of contingent consideration, partially offset by changes in jurisdictional mix of earnings.

On July 4, 2025, the United States government signed into law the One Big Beautiful Bill Act of 2025 (2025 Act).

Included within the 2025 Act are provisions that permanently extend certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modify the international tax framework to reduce the tax rate on certain foreign earned income, restore the tax treatment of expensing for domestic research and development costs and bonus depreciation, and allow for full expensing of qualified production property.

In addition, the legislation contains multiple effective dates and transition elections, with certain provisions effective in 2025 and others implemented through 2027.

The company expects the new legislation to have a favorable impact on cash tax payments in the current year.

The company will continue to assess the impact of the 2025 Act as further information is made available.

2025 Form 10-Q |

Note 12 Legal Proceedings and Contingencies

1 unchanged sentence

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 $ 1.8 billion as of June 30, 2025 and $ 2.5 billion as of December 31, 2024.

The recorded accrual balance for litigation was approximately $ 1.5 billion as of September 30, 2025 and $ 2.5 billion as of December 31, 2024.

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.

18 unchanged sentences

Of these approximately 380 lawsuits, approximately 20 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.

2025 Form 10-Q |

In March 2023, AbbVie Inc.

2 unchanged sentences

Commissioner of Internal Revenue.

The petition disputed the Internal Revenue Service determination concerning a $ 572 million income tax benefit recorded in 2014 related to a payment made to a third party for the termination of a proposed business combination.

The petition disputed the Commissioner of Internal Revenue determination concerning a $ 572 million income tax benefit recorded in 2014 related to a payment made to a third party for the termination of a proposed business combination.

In June 2025, the United States Tax Court granted AbbVie’s motion for summary judgment and denied the Commissioner of Internal Revenue’s cross-motion for summary judgment.

The United States Tax Court ordered and decided that there is no deficiency in income tax due from AbbVie for the tax year 2014.

Shareholder and Securities Litigation

In May 2024, a putative class action lawsuit, Reese v.

AbbVie Inc., was filed in Delaware Chancery Court challenging the lawfulness of Section 2.13(D)(iv) in the Second Amended and Restated By-laws of AbbVie Inc.

As noted in its Form 8-K filed on September 6, 2024, AbbVie believed this provision was lawful but no longer had any practical value.

Accordingly, AbbVie did not believe defending this provision was the best use of Company resources.

AbbVie therefore amended its by-laws to, among other things, delete section 2.13(D)(iv).

As a result of this amendment, plaintiff agreed that his claims were moot.

In September 2024, the court granted an Order Voluntarily Dismissing the Action as Moot and Retaining Jurisdiction to Determine Plaintiff's Counsel’s Application for an Award of Attorneys’ Fees and Reimbursement of Expenses.

To avoid the time and expense of continued litigation and without any admissions, the parties agreed to resolve plaintiff’s counsel fee application with a payment of $ 175 thousand to plaintiff’s counsel.

In July 2025, the court entered a stipulation and order providing that the case will be closed.

In entering that order, the court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.

In October 2018, a federal securities lawsuit, Holwill v.

AbbVie Inc., et al., was filed in the United States District Court for the Northern District of Illinois against AbbVie, its former chief executive officer and former chief financial officer, alleging that reasons stated for Humira sales growth in financial filings between 2013 and 2018 were misleading because they omitted alleged misconduct in connection with Humira patient and reimbursement support services and other services and items of value that allegedly induced Humira prescriptions.

In September 2021, the court granted plaintiffs' motion to certify a class.

In July 2025, the court granted AbbVie and the individual defendants’ motion for summary judgement.

In September 2025, the Commissioner of Internal Revenue appealed this decision.

Product Liability and General Litigation

2 unchanged sentences

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

2025 Form 10-Q |

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

8 unchanged sentences

Intellectual Property Litigation

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.

and Aurobindo Pharma Ltd.

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

In November 2023, AbbVie filed litigation in the United States District Court for the District of Delaware 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.

to enforce AbbVie’s patent rights relating to upadacitinib (a drug sold under the trademark Rinvoq).

AbbVie alleged defendants’ proposed generic upadacitinib products infringe certain patents and sought declaratory and injunctive relief.

In September 2025, AbbVie announced that it settled litigation with all generic manufacturers that filed abbreviated new drug applications with the U.S.

Food and Drug Administration for generic versions of upadacitinib tablets.

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

3 unchanged sentences

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

and Hetero USA Inc., Hetero Labs

2025 Form 10-Q |

Limited Unit-III, and Hetero Labs 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.

9 unchanged sentences

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 condensed consolidated statements of earnings for the periods ended June 30, 2025 and 2024.

Net earnings and significant segment expenses reviewed by the CODM are reported on the condensed consolidated statements of earnings for the periods ended September 30, 2025 and 2024.

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.

3 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

31 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

46 unchanged sentences

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

intangible assets amortization expense (Note 6), change in fair value of contingent consideration (Note 8), interest income and expense (Note 2), depreciation expense (Note 2), litigation matters (Note 12), income tax expense (Note 11) and restructuring expense (Note 7).

intangible assets amortization expense (Note 6), intangible assets impairment expense (Note 6), change in fair value of contingent consideration (Note 8), interest income and expense (Note 2), depreciation expense (Note 2), litigation matters (Note 12), income tax expense (Note 11) and restructuring expense (Note 7).

2025 Form 10-Q |

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-Q

Item 1. Financial Statements