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Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-02-14 · 196 added, 191 removed, 331 unchanged (54% of the section changed)

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Company Overview

AbbVie is a global, diversified research-based biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions across immunology, oncology, aesthetics, neuroscience and eye care.

AbbVie uses its expertise, dedicated people and unique approach to innovation to develop and market advanced therapies that address some of the world’s most complex and serious diseases.

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

(Cerevel Therapeutics).

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

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

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

On July 1, 2024, Robert A.

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

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

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

Additionally, the board has appointed Mr.

Michael as a member of the board of directors effective July 1, 2024.

On February 13, 2025, the board of directors of AbbVie unanimously elected Mr.

Michael to succeed Mr.

On February 13, 2025, the board of directors of AbbVie unanimously elected Chief Executive Officer (CEO) Robert A.

Michael to succeed Richard A.

Gonzalez as Chairman of the board of directors, effective July 1, 2025, at which time Mr.

Gonzalez will retire from the board.

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

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

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

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

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

Gonzalez retired from the board.

AbbVie's products are generally sold worldwide directly to wholesalers, distributors, government agencies, health care facilities, specialty pharmacies and independent retailers from AbbVie-owned distribution centers and public warehouses.

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Certain products are co-marketed or co-promoted with other companies.

AbbVie operates as a single global business segment and has approximately 55,000 employees.

| 2024 Form 10-K

AbbVie operates as a single global business segment.

2026 Strategic Objectives

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(i) maximizing the benefits of a diversified revenue base with multiple long-term growth drivers;

(ii) leveraging AbbVie's commercial strength and international infrastructure across therapeutic areas and ensuring strong commercial execution of new product launches;

(iii) continuing to invest in and expand its pipeline in support of opportunities in immunology, oncology, aesthetics, neuroscience and eye care as well as continued investment in key on-market products;

(iv) generating substantial operating cash flows to support investment in innovative research and development, and return cash to shareholders via a strong and growing dividend while also continuing to repay debt.

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

(ii) leveraging AbbVie's commercial strength and international infrastructure across therapeutic areas, ensuring strong commercial execution of new product launches as well as continued investment in key on-market products;

(iii) continuing to invest in and expand its pipeline in support of opportunities across our core areas of immunology, neuroscience, oncology and aesthetics as well as new sources of growth such as obesity;

(iv) generating substantial operating cash flows to support investments in innovative research and development and returning cash to shareholders via a strong and growing dividend while maintaining a strong investment grade credit rating.

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

AbbVie expects to achieve its strategic objectives through:

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

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

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

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

• Continuing to effectively manage the impact of Humira biosimilar erosion.

• The favorable impact of pipeline products and indications recently approved or currently under regulatory review where approval is expected in 2026.

These products are described in greater detail in the section labeled "Research and Development" included as part of this Item 7.

2025 Form 10-K |

2025 Financial Results

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Worldwide net revenues increased by 9% on a reported and on a constant currency basis.

Diluted earnings per share in 2024 was $2.39 and included the following after-tax costs:

Financial results for 2025 also included the following costs:

(i) $7.4 billion related to the amortization of intangible assets;

(ii) $6.5 billion for the change in fair value of contingent consideration liabilities;

(iii) $3.5 billion related to intangible asset impairment;

(iv) $978 million of acquisition and integration expenses;

and (v) $721 million for charges related to litigation matters.

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

(iii) $847 million related to intangible asset impairment;

and (iv) $276 million of acquisition and integration expenses.

Additionally, financial results reflected continued funding to support all stages of AbbVie’s pipeline assets and continued investment in AbbVie’s on-market brands.

Recent Events

Regulatory Environment

Subsequent to December 31, 2025, AbbVie announced a voluntary agreement with the U.S.

government to further advance access and affordability of AbbVie’s products in the U.S.

while protecting and investing in U.S.

pharmaceutical innovation.

AbbVie will provide low prices in Medicaid and expand affordable, direct-to-patient offerings.

Additionally, AbbVie pledged $100 billion in U.S.-based research and development and capital investments, including manufacturing, over the next decade.

Under this voluntary agreement, the U.S.

government has agreed to provide AbbVie a three-year exemption from tariffs and future price mandates.

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 2025 Act also includes certain new health care provisions related to the orphan drug exclusion of the Inflation Reduction Act of 2022, and Medicaid, which have various effective dates.

The new legislation had a favorable impact on cash tax payments in the current year.

The Inflation Reduction Act of 2022 has and will continue to have a significant impact on how drugs are covered and paid for under the Medicare program, including through the creation of financial penalties for drugs whose price increases outpace inflation, the redesign of Medicare Part D benefits to shift a greater portion of the costs to manufacturers, and through government price-setting for certain Medicare Part B and Part D drugs.

In 2023, Imbruvica was selected as one of the first 10 medicines subject to government-set prices beginning in 2026.

In 2024, the CMS published Medicare Part D prices that will be applicable to the 10 selected drugs, including Imbruvica, beginning in 2026.

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

In 2023, the U.S.

Department of Health and Human Services, through Centers for Medicare and Medicaid Service, selected Imbruvica as one of 10 medicines subject to government-set prices in Medicare Part D beginning in 2026 and in 2025, selected Vraylar and Linzess as two of 15 medicines subject to government-set prices in Medicare Part D beginning in 2027.

In January 2026, Botox was selected as one of 15 medicines subject to government-set prices in Medicare Parts B and D beginning in 2028.

It is possible that more of our products, including products that generate substantial revenues, could be selected in future years, which could, among other things, accelerate revenue erosion prior to expiration of intellectual property protections.

The effect of reducing prices and reimbursement for certain of our products would significantly impact our results of operations.

See Part I, Item 1 “Business – Regulation – Commercialization, Distribution and Manufacturing,” Part I, Item 1A “Risk Factors” and Note 7 to the Consolidated Financial Statements for additional information.

Capital Investment

In 2025, AbbVie announced the start of construction of a new active pharmaceutical ingredient facility in Illinois and an expansion of biologics manufacturing and research and development capacity in Massachusetts.

In January 2026, AbbVie announced that it entered into an agreement to acquire a device manufacturing facility in Arizona.

These projects are part of AbbVie's plan to increase capital investment in the U.S.

to broadly support innovation and expand critical manufacturing capabilities and capacity.

Intellectual Property Protection and Regulatory Exclusivity

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

Food and Drug Administration (FDA) for generic versions of upadacitinib tablets, which AbbVie markets as Rinvoq.

Given the settlement and license agreements, which are subject to standard acceleration provisions, assuming pediatric exclusivity is granted, no generic entry for any Rinvoq tablets is expected prior to April 2037 in the United States.

| 2025 Form 10-K

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AbbVie's long-term success depends to a great extent on its ability to continue to discover and develop innovative products and acquire or collaborate on compounds currently in development by other biotechnology or pharmaceutical companies.

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

AbbVie’s pipeline currently includes approximately 90 compounds, devices or indications in development individually or under collaboration or license agreements.

Of these programs, approximately 60 are in mid- and late-stage development.

The company’s pipeline is focused on such important therapeutic areas as immunology, neuroscience, oncology and aesthetics and other specialties, including obesity.

The following sections summarize transitions of significant programs from mid-stage development to late-stage development as well as developments in significant late-stage and registrational programs.

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Significant Programs and Developments

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

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

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

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

• In June 2024, AbbVie announced that the U.S.

Food and Drug Administration (FDA) has approved Rinvoq for the treatment of pediatric patients two years of age and older with active polyarticular juvenile idiopathic arthritis (pJIA) as well as psoriatic arthritis (PsA), provided they have had an inadequate response or intolerance to one or more tumor necrosis factor (TNF) blockers.

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

• In June 2024, AbbVie announced that the FDA approved Skyrizi for adults with moderately to severely active ulcerative colitis (UC).

• In July 2024, AbbVie announced that the European Commission (EC) approved Skyrizi for the treatment of adult patients with moderately to severely active UC who have had an inadequate response to, lost response to, or were intolerant to conventional therapy or a biologic therapy.

• In January 2024, AbbVie announced Phase 2 results showing adults with moderate to severe hidradenitis suppurativa (HS) who had previously failed anti-TNF therapy who received lutikizumab achieved higher response rates than placebo in the primary endpoint of achieving HS Clinical Response at week 16.

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

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

• In April 2025, AbbVie announced that the European Commission (EC) granted marketing authorization to Rinvoq for the treatment of giant cell arteritis (GCA) in adult patients.

• In April 2025, AbbVie announced that the U.S.

FDA approved Rinvoq for the treatment of GCA in adult patients.

• In July 2025, AbbVie announced positive topline results from Study 2 of its Phase 3 UP-AA trial for Rinvoq as a monotherapy in adults and adolescents with severe alopecia areata (AA).

• In August 2025, AbbVie announced positive topline results from Study 1 of its Phase 3 UP-AA trial for Rinvoq as a monotherapy in adult and adolescent patients with severe AA.

• In October 2025, AbbVie announced that the U.S.

FDA approved a supplemental New Drug Application (sNDA) that updates the indication statement for Rinvoq for the treatment of adults with moderately to severely active ulcerative colitis and moderately to severely active Crohn's disease.

The updated indication allows the use of Rinvoq prior to the use of tumor necrosis factor (TNF) blocking agents in patients for whom use of these treatments is clinically inadvisable and who have received at least one approved systemic therapy.

• In October 2025, AbbVie announced positive topline results from the Phase 3b/4 head-to-head SELECT-SWITCH study evaluating the efficacy and safety of Rinvoq compared to Humira in adult patients with moderate to severe rheumatoid arthritis (RA), who had an inadequate response or intolerance to a single TNF inhibitor other than Humira.

In the study, Rinvoq demonstrated superiority versus Humira in achieving low disease activity and remission.

• In October 2025, AbbVie announced positive topline results from two replicate Phase 3 studies evaluating the efficacy and safety of Rinvoq in adult and adolescent patients with non-segmental vitiligo.

• In November 2025, AbbVie submitted a marketing authorization application (MAA) to the European Medicines Agency (EMA) for Rinvoq for the treatment of adults and adolescents 12 years and older with severe AA.

• In February 2026, AbbVie announced the submission of applications for a new indication to the U.S.

FDA and EMA for Rinvoq for the treatment of adult and adolescent patients with non-segmental vitiligo.

• In February 2025, AbbVie initiated a Phase 3 clinical trial to evaluate Qulipta for the preventive treatment of menstrual migraine.

• In June 2025, AbbVie announced positive topline results from its Phase 3 TEMPLE head-to-head study evaluating the tolerability, safety and efficacy of Qulipta compared to the highest tolerated dose of topiramate in adult patients with a history of four or more migraine days per month.

2025 Form 10-K |

• In June 2024, AbbVie announced that the FDA approved Epkinly for the treatment of adults with relapsed or refractory (R/R) FL after two or more lines of prior therapy.

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

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

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

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

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

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

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

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

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

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

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

Juvederm Collection

• In March 2024, AbbVie announced the FDA approval of Juvederm Voluma XC for injection in the temple region to improve moderate to severe temple hollowing in adults over the age of 21.

• In December 2025, AbbVie announced results from the Phase 3 ECLIPSE study, evaluating the safety, efficacy and tolerability of Aquipta versus placebo for the acute treatment of migraine in adults.

The study met its primary and key secondary endpoints, with Aquipta demonstrating superiority for achieving pain freedom at two hours after treatment of the first migraine attack.

• In December 2025, AbbVie announced the submission of an application for a new indication to the EMA for Aquipta for the acute treatment of adult patients with migraine.

• In September 2025, AbbVie announced the submission of a New Drug Application (NDA) to the U.S.

FDA for tavapadon, a novel selective dopamine D1/D5 receptor partial agonist, for the treatment of Parkinson's disease.

• In May 2025, AbbVie announced that the U.S.

FDA granted accelerated approval for Emrelis (telisotuzumab vedotin-tllv) for the treatment of adult patients with locally advanced or metastatic, non-squamous non-small cell lung cancer with high c-Met protein overexpression who have received a prior systemic therapy.

• In June 2025, AbbVie announced that the global Phase 3 VERONA trial evaluating Venclexta in combination with azacitidine in the treatment of newly diagnosed higher-risk myelodysplastic syndrome did not meet the primary endpoint of overall survival.

No new safety signals were observed.

• In July 2025, AbbVie announced the submission of a sNDA to the U.S.

FDA for the fixed-duration, all oral combination regimen of Venclexta and acalabrutinib in previously untreated patients with chronic lymphocytic leukemia (CLL).

The submission is supported by positive results from the Phase 3 AMPLIFY trial which demonstrated that the combination regimen improved progression-free survival compared to standard chemoimmunotherapy in previously untreated patients with CLL.

• In May 2025, Genmab A/S (Genmab) announced positive topline results from the Phase 3 trial evaluating Epkinly plus rituximab and lenalidomide versus rituximab and lenalidomide alone in adult patients with relapsed or refractory (R/R) follicular lymphoma.

• In November 2025, AbbVie announced that the U.S.

FDA approved Epkinly plus rituximab and lenalidomide for the treatment of adult patients with R/R follicular lymphoma.

• In January 2026, AbbVie announced topline results from the Phase 3 trial evaluating Epkinly compared to investigator's choice of chemoimmunotherapy in adult patients with R/R diffuse large B-cell lymphoma (DLBCL).

The study demonstrated an improvement in progression free survival (PFS) but did not demonstrate a statistically significant improvement in overall survival (OS).

• In September 2025, AbbVie announced the submission of a BLA to the U.S.

FDA for approval of pivekimab sunirine (PVEK), an investigational antibody-drug conjugate (ADC), for treatment of blastic plasmacytoid dendritic cell neoplasm (BPDCN).

• In April 2025, AbbVie announced the submission of a BLA to the U.S.

FDA for approval of trenibotulinumtoxinE (TrenibotE) for the treatment of moderate to severe glabellar lines.

TrenibotE is a first-in-class botulinum neurotoxin serotype E characterized by a rapid onset of action as early as 8 hours after administration and short duration of effect of 2-3 weeks.

If approved, TrenibotE will be the first neurotoxin of its kind available to patients.

| 2025 Form 10-K

Botox Cosmetic

• In September 2024, AbbVie announced that Botox Cosmetic is now available for the treatment of masseter muscle prominence (MMP) in China.

• In October 2024, AbbVie announced that the FDA approved Botox Cosmetic for temporary improvement in the appearance of moderate to severe vertical bands connecting the jaw and neck (platysma bands) in adults .

Vyalev/Produodopa

• In January 2024, AbbVie announced the launch of Produodopa (ABBV-951) in the European Union for the treatment of advanced Parkinson's disease with severe motor fluctuations and hyperkinesia (excessive movement) or dyskinesia (involuntary movement), and when available combinations of Parkinson's medicinal products have not given satisfactory results.

• In June 2024, AbbVie announced it received a Complete Response Letter (CRL) from the FDA for the New Drug Application (NDA) for ABBV-951 for the treatment of motor fluctuations in adults with advanced Parkinson's disease.

In its letter, the FDA cited observations that were identified during inspection of a third-party manufacturer listed in the NDA.

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

• In October 2024, AbbVie announced that the FDA approved Vyalev (ABBV-951) as the first and only subcutaneous 24-hour infusion of levodopa-based therapy for the treatment of motor fluctuations in adults with advanced Parkinson's disease.

• In September 2024, AbbVie announced positive top-line results from its Phase 3 TEMPO-1 trial for tavapadon as a monotherapy in early Parkinson's disease.

• In December 2024, AbbVie announced positive top-line results from its pivotal Phase 3 TEMPO-2 trial evaluating tavapadon as a flexible-dose monotherapy in early Parkinson's disease.

• In November 2024, AbbVie 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.

Juvederm Collection

• In June 2025, AbbVie announced that the U.S.

FDA accepted for review the supplemental premarket approval application for Skinvive by Juvederm to reduce neck lines for the improvement of neck appearance.

• In February 2025, AbbVie announced that the U.S.

FDA approved Emblaveo (aztreonam and avibactam), as the first fixed-dose, intravenous, monobactam/β-lactamase inhibitor combination antibiotic to treat complicated intra-abdominal infections, including those caused by Gram-negative bacteria.

• In June 2025, AbbVie announced that the U.S.

FDA approved a label expansion for Mavyret, an oral pangenotypic direct acting antiviral therapy.

It is now approved for the treatment of adults and pediatric patients three years and older with acute or chronic hepatitis C virus infection.

2025 Form 10-K |

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years ended December 31 (dollars in millions) 2025 2024 2023 2025 2024 2025 2024

Humira United States $ 7,142 $ 12,160 $ 18,619 (41.3) % (34.7) % (41.3) % (34.7) %

International 1,851 2,244 2,618 (17.5) % (14.3) % (13.2) % (11.8) %

Total $ 8,993 $ 14,404 $ 21,237 (37.6) % (32.2) % (36.9) % (31.9) %

Skyrizi United States $ 15,202 $ 10,086 $ 6,753 50.7 % 49.3 % 50.7 % 49.3 %

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Total $ 8,304 $ 5,971 $ 3,969 39.1 % 50.4 % 38.8 % 52.5 %

Imbruvica United States $ 2,448 $ 2,665 $ 3,426 (8.1) % (22.2) % (8.1) % (22.2) %

Collaboration revenues 899 931 1,142 (3.5) % (18.5) % (3.5) % (18.5) %

Total $ 3,347 $ 3,596 $ 4,568 (6.9) % (21.3) % (6.9) % (21.3) %

Venclexta United States $ 1,234 $ 1,087 $ 1,009 13.5 % 7.8 % 13.5 % 7.8 %

Humira United States $ 3,062 $ 7,142 $ 12,160 (57.1) % (41.3) % (57.1) % (41.3) %

International 1,478 1,851 2,244 (20.2) % (17.5) % (19.5) % (13.2) %

Total $ 4,540 $ 8,993 $ 14,404 (49.5) % (37.6) % (49.4) % (36.9) %

United States $ 477 $ — $ — n/m n/m n/m n/m

International 2 — — n/m n/m n/m n/m

Total $ 479 $ — $ — n/m n/m n/m n/m

Epkinly Collaboration revenues

$ 118 $ 28 $ — >100.0 % n/m >100.0 % n/m

International 28 3 — >100.0 % n/m >100.0 % n/m

Total $ 146 $ 31 $ — >100.0 % n/m >100.0 % n/m

Botox Cosmetic

United States $ 3,612 $ 3,260 $ 2,755 10.8 % 18.4 % 10.8 % 18.4 %

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Total $ 3,621 $ 3,267 $ 2,759 10.8 % 18.4 % 10.8 % 18.4 %

Juvederm Collection

Botox Therapeutic

United States $ 3,151 $ 2,718 $ 2,476 16.0 % 9.8 % 16.0 % 9.8 %

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Total $ 3,769 $ 3,283 $ 2,991 14.8 % 9.8 % 14.9 % 10.5 %

Other Aesthetics

United States $ 1,239 $ 981 $ 803 26.3 % 22.1 % 26.3 % 22.1 %

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Total $ 1,271 $ 1,006 $ 815 26.4 % 23.4 % 26.5 % 23.4 %

Botox Therapeutic

United States $ 2,718 $ 2,476 $ 2,255 9.8 % 9.8 % 9.8 % 9.8 %

Qulipta United States $ 906 $ 628 $ 405 44.1 % 55.3 % 44.1 % 55.3 %

International 130 30 3 >100.0 % >100.0 % >100.0 % >100.0 %

Total $ 1,036 $ 658 $ 408 57.3 % 61.3 % 56.8 % 61.3 %

United States $ 3,260 $ 2,755 $ 2,037 18.4 % 35.2 % 18.4 % 35.2 %

Vyalev United States $ 167 $ 1 $ — >100.0 % n/m >100.0 % n/m

International 315 98 3 >100.0 % >100% >100.0 % >100%

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Total $ 381 $ 447 $ 468 (14.8) % (4.6) % (16.2) % (4.7) %

Other Neuroscience

United States $ 192 $ 223 $ 254 (13.9) % (12.1) % (13.9) % (12.1) %

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Total $ 207 $ 239 $ 273 (13.0) % (12.5) % (12.8) % (12.5) %

Qulipta United States $ 628 $ 405 $ 158 55.3 % >100.0 % 55.3 % >100.0 %

Imbruvica United States $ 2,048 $ 2,448 $ 2,665 (16.4) % (8.1) % (16.4) % (8.1) %

Collaboration revenues 821 899 931 (8.6) % (3.5) % (8.6) % (3.5) %

Total $ 2,869 $ 3,347 $ 3,596 (14.3) % (6.9) % (14.3) % (6.9) %

Venclexta United States $ 1,306 $ 1,234 $ 1,087 5.9 % 13.5 % 5.9 % 13.5 %

International 1,486 1,349 1,201 10.2 % 12.3 % 9.8 % 18.0 %

Total $ 2,792 $ 2,583 $ 2,288 8.1 % 12.9 % 7.9 % 15.9 %

Elahere United States $ 607 $ 477 $ — 27.2 % n/m 27.2 % n/m

International 83 2 — >100.0 % n/m >100.0 % n/m

Total $ 690 $ 479 $ — 44.0 % n/m 43.4 % n/m

Epkinly Collaboration revenues $ 181 $ 118 $ 28 52.9 % >100.0 % 52.9 % >100.0 %

International 90 28 3 >100.0 % >100.0 % >100.0 % >100.0 %

Total $ 271 $ 146 $ 31 85.5 % >100.0 % 85.0 % >100.0 %

Other Oncology United States $ 33 $ — $ — n/m n/m n/m n/m

Botox Cosmetic

United States $ 1,504 $ 1,682 $ 1,670 (10.5) % 0.7 % (10.5) % 0.7 %

International 1,098 1,038 1,012 5.7 % 2.7 % 6.2 % 6.7 %

Total $ 2,602 $ 2,720 $ 2,682 (4.3) % 1.4 % (4.1) % 2.9 %

Juvederm Collection

United States $ 385 $ 469 $ 519 (18.0) % (9.6) % (18.0) % (9.6) %

International 608 708 859 (14.1) % (17.6) % (13.6) % (13.4) %

Total $ 993 $ 1,177 $ 1,378 (15.6) % (14.6) % (15.3) % (12.0) %

2025 Form 10-K |

Percent change

At actual currency rates At constant currency rates

years ended December 31 (dollars in millions) 2024 2023 2022 2024 2023 2024 2023

Other Neuroscience

Other Aesthetics

United States $ 1,101 $ 1,118 $ 1,060 (1.5) % 5.5 % (1.5) % 5.5 %

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Total $ 197 $ 248 $ 272 (20.4) % (8.8) % (19.4) % (5.4) %

United States $ 172 $ 382 $ 621 (55.2) % (38.5) % (55.2) % (38.5) %

International 52 54 45 (3.0) % 19.3 % 2.1 % 25.3 %

Total $ 224 $ 436 $ 666 (48.7) % (34.6) % (48.1) % (34.2) %

Other Eye Care

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n/m – Not meaningful

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

The following discussion and analysis of AbbVie's net revenues by product is presented on a constant currency basis.

Global Humira sales decreased 37% in 2024.

In the United States, Humira sales decreased 41% in 2024 primarily driven by direct biosimilar competition following loss of exclusivity on January 31, 2023.

Internationally, Humira revenues decreased 13% in 2024 primarily driven by the continued impact of direct biosimilar competition.

Net revenues for Skyrizi increased 50% in 2025 primarily driven by continued strong market share uptake as well as market growth across all indications.

Net revenues for Rinvoq increased 39% in 2025 primarily driven by continued strong market share uptake as well as market growth across all indications.

Net revenues for Imbruvica represent product revenues in the United States and collaboration revenues outside of the United States related to AbbVie's 50% share of Imbruvica profit.

AbbVie's global Imbruvica revenues decreased 7% in 2024 primarily driven by decreased demand and lower market share in the United States as well as decreased collaboration revenues.

Net revenues for Venclexta increased 16% in 2024 primarily driven by continued market share uptake and market growth across all indications.

Net revenues for Elahere were $479 million in 2024 for the period subsequent to the completion of the ImmunoGen acquisition.

2024 Form 10-K |

Net revenues for Botox Cosmetic increased 3% in 2024.

In the United States, Botox Cosmetic net revenues increased 1% primarily driven by favorable pricing, partially offset by the unfavorable impact of customer inventory destocking and decreased consumer demand.

Internationally, Botox Cosmetic net revenues increased 7% primarily driven by favorable pricing and increased consumer demand across key international markets.

Net revenues for Juvederm Collection decreased 12% in 2024 primarily driven by the unfavorable impact of decreased consumer demand and customer inventory destocking.

Net revenues for Botox Therapeutic increased 11% in 2024 primarily driven by continued market share uptake as well as market growth.

Net revenues for Humira decreased 49% in 2025 primarily driven by continued impact of direct biosimilar competition following the loss of exclusivity.

Net revenues for Vraylar increased 11% in 2025 primarily driven by continued market share uptake as well as market growth.

Net revenues for Botox Therapeutic increased 15% in 2025 primarily driven by market growth as well as continued market share uptake.

Net revenues for Ubrelvy increased 27% in 2025 primarily driven by continued market share uptake as well as market growth.

Net revenues for Qulipta increased 57% in 2025 primarily driven by continued strong market share uptake as well as market growth.

Net revenues for Imbruvica represent product revenues in the United States and collaboration revenues outside of the United States related to AbbVie's 50% share of Imbruvica profit.

AbbVie's global Imbruvica revenues decreased 14% in 2025 primarily driven by decreased demand and unfavorable pricing in the United States as well as decreased collaboration revenues.

Net revenues for Venclexta increased 8% in 2025 primarily driven by increased demand, partially offset by unfavorable pricing.

Net revenues for Elahere increased 43% in 2025 primarily drive by increased demand and the favorable impact of a full period of Elahere results in 2025 compared to the prior year.

| 2025 Form 10-K

Net revenues for Botox Cosmetic decreased 4% in 2025.

In the United States, Botox Cosmetic net revenues decreased 11% primarily driven by unfavorable pricing due to customer loyalty program changes, lower market share and decreased consumer demand, partially offset by the timing of customer inventory destocking in the prior year.

Internationally, Botox Cosmetic net revenues increased 6% primarily driven by increased consumer demand across certain international markets, partially offset by unfavorable pricing.

Net revenues for Juvederm Collection decreased 15% in 2025 primarily driven by decreased consumer demand, partially offset by the timing of customer inventory destocking in the prior year.

Percent change

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Gross margin $ 42,956 $ 39,430 $ 33,903 9 % 16 %

as a percent of net revenues 70 % 62 % 70 %

Gross margin as a percentage of net revenues in 2024 increased compared to 2023.

Gross margin percentage for 2024 was favorably impacted by lower intangible asset impairment charges and lower amortization of intangibles.

Intangible asset impairment charges were $3.6 billion in 2023.

as a % of net revenues 70 % 70 % 62 %

Gross margin as a percentage of net revenues in 2025 was flat compared to 2024.

Gross margin percentage for 2025 was favorably impacted by increased leverage from net revenues growth, lower amortization of intangible assets and lower acquisition and integration costs offset by the unfavorable impact of intangible asset impairment charges of $847 million.

Selling, General and Administrative

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Selling, general and administrative $ 14,010 $ 14,752 $ 12,872 (5) % 15 %

as a percent of net revenues 26 % 24 % 26 %

Selling, general and administrative (SG&A) expenses as a percentage of net revenues increased in 2024 compared to 2023.

SG&A expense was unfavorably impacted by litigation reserve charges of $910 million in 2024 compared to income of $485 million in 2023 and acquisition and integration costs incurred in connection with the ImmunoGen and Cerevel Therapeutics acquisitions including cash-settled, post-closing expense for both ImmunoGen and Cerevel Therapeutics employee incentive awards.

The SG&A expense percentage increase in 2024 was partially offset by the favorable impact of leverage from revenue growth.

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

as a % of net revenues 23 % 26 % 24 %

Selling, general and administrative (SG&A) expenses as a percentage of net revenues decreased in 2025 compared to 2024.

SG&A expense percentage for 2025 was favorably impacted by net leverage from revenue growth, lower litigation reserve charges and lower acquisition and integration costs.

Research and Development

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Research and development $ 9,096 $ 12,791 $ 7,675 (29) % 67 %

as a percent of net revenues 23 % 14 % 11 %

Research and development (R&D) expenses as a percentage of net revenues increased in 2024 compared to 2023.

R&D expense percentage for 2024 was unfavorably impacted by the intangible asset impairment charge of $4.5 billion related to emraclidine compared to an intangible asset impairment charge of $630 million in 2023, increased funding to support all stages of the company's pipeline assets and acquisition and integration costs incurred in connection with the ImmunoGen and Cerevel Therapeutics acquisitions including cash-settled, post-closing expense for employee incentive awards.

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

| 2024 Form 10-K

as a % of net revenues 15 % 23 % 14 %

Research and development (R&D) expenses as a percentage of net revenues decreased in 2025 compared to 2024.

R&D expense percentage for 2025 was favorably impacted by lower intangible asset impairment charges.

Intangible asset impairment charges were $4.5 billion in 2024.

R&D expenses other than intangible asset impairment charges increased to support all stages of the company's pipeline assets.

Acquired IPR&D and Milestones

years ended December 31 (in millions) 2025 2024 2023

2024 2023 2022

Upfront charges $ 4,808 $ 2,627 $ 582

$ 2,627 $ 582 $ 445

Development milestones 208 130 196

Acquired IPR&D and milestones $ 5,016 $ 2,757 $ 778

Acquired IPR&D and milestones expense in 2024 included charges related to the upfront payments of $1.4 billion to acquire Aliada Therapeutics Holdings, Inc.

(Aliada) and $250 million to acquire Celsius Therapeutics.

Acquired IPR&D and milestones expense in 2025 included upfront charges of $1.9 billion related to the acquisition of Capstan Therapeutics, Inc., $906 million related to the acquisition of Gilgamesh Pharmaceuticals, Inc., $700 million related to a license agreement with Ichnos Glenmark Innovation, Inc., $350 million related to a license agreement with Gubra A/S and $335 million related to an option-to-license agreement with ADARx Pharmaceuticals, Inc.

Acquired IPR&D and milestones in 2024 included upfront charges of $1.4 billion related to the acquisition of Aliada Therapeutics Holdings, Inc.

and $250 million related to the acquisition of Celsius Therapeutics, Inc.

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

Other Operating Expense (Income), Net

Other operating expense (income), net included a gain of $169 million in 2023 related to a development liability associated with an asset divested as part of the acquisition of Allergan, Inc.

(Allergan) in 2020.

2025 Form 10-K |

Other Operating Income

Other operating income included a gain of $217 million in 2025 related to the termination of an R&D collaboration agreement with Calico Life Sciences LLC.

Other Non-Operating Expenses

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Interest expense $ 2,893 $ 2,808 $ 2,224

$ 2,808 $ 2,224 $ 2,230

Interest income (266) (648) (540)

(648) (540) (186)

Interest expense, net $ 2,627 $ 2,160 $ 1,684

$ 2,160 $ 1,684 $ 2,044

Net foreign exchange loss $ 58 $ 21 $ 146

Other expense, net 5,793 3,240 4,677

Interest expense in 2024 increased compared to 2023 primarily due to the incremental interest associated with financing the ImmunoGen and Cerevel Therapeutics acquisitions.

See Note 10 to the Consolidated Financial Statements for additional information related to debt issued to finance the ImmunoGen and Cerevel Therapeutics acquisitions.

Interest income in 2024 increased compared to 2023 primarily due to a higher average cash and cash equivalents balance and the impact of higher interest rates.

Interest expense in 2025 increased compared to 2024 primarily due to the impact of higher effective interest rates.

Interest income in 2025 decreased compared to 2024 primarily due to a lower average cash and equivalents balance.

Other expense, net included charges related to changes in fair value of contingent consideration liabilities of $6.5 billion in 2025 and $3.8 billion in 2024.

The fair value of contingent consideration liabilities is impacted by the passage of time and multiple other inputs, including the probability of success of achieving regulatory/commercial milestones, discount rates, the estimated amount of future sales of the acquired products and other market-based factors.

The fair value of contingent consideration liabilities is impacted by the passage of time and multiple other inputs, including discount rates, the estimated amount of future sales of the acquired products and other market-based factors.

In 2025, the change in fair value reflected higher estimated Skyrizi sales, the passage of time, lower discount rates and a longer estimated royalty period.

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.

Income Tax Expense

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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 52-2002 (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

2024 Form 10-K |

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

Our net earnings and cash flows could be affected by future tax policy and law changes in the jurisdictions in which we operate, including changes in tax law related to the projects undertaken by the Organization for Economic Cooperation and Development (OECD).

The effective income tax rate in 2025 was higher than 2024 primarily due to a one-time tax benefit associated with the closing of a three-year U.S.

IRS examination in 2024, partially offset by decreases in unrecognized tax benefits, a decrease in the impact of acquisition costs related to certain business development activities and a decrease related to the impact of changes in fair value of contingent consideration.

The company's net earnings and cash flows could be affected by future tax policy and law changes in the jurisdictions in which we operate, including changes in tax law related to the projects undertaken by the Organization for Economic Cooperation and Development (OECD).

These projects include a global minimum tax rate of 15%, referred to as "Pillar Two", and the creation of a new global system to tax income based on the location to which products are sold, referred to as "Pillar One." Numerous countries have agreed to a statement in support of the OECD model rules and European Union member states have agreed to implement Pillar Two.

This implementation includes aspects of legislation that were effective starting in 2024.

Significant details around the provision are still emerging.

These potential changes increase tax uncertainty and may adversely impact income tax expense in future years.

We will continue to monitor pending legislation and implementation by individual countries and evaluate the potential impact on our business in future periods.

In recent years, the OECD has issued Administrative Guidance, including the most recent side-by-side agreement released on January 5, 2026.

The side-by-side agreement is intended to complement the OECD’s Pillar Two model rules with the addition of two new safe harbors that are aimed to provide clarity and reduce compliance complexity for eligible multinational companies.

The Administrative Guidance generally requires further legislative action to be effective.

These potential changes increase tax uncertainty and may impact income tax expense in future years.

AbbVie will continue to monitor pending legislation and implementation by individual countries and evaluate the potential impact on the company's business in future periods.

| 2025 Form 10-K

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

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Financing activities (12,724) (5,211) (17,222)

Operating cash flows in 2024 decreased compared to the prior year primarily due to the timing of working capital and higher contingent consideration payments classified as operating cash flows, partially offset by increased results from operations driven by higher net revenues.

Operating cash flows in 2025 increased compared to the prior year primarily due to increased results from operations driven by higher net revenues, timing of working capital and lower acquisition-related cash expenses, partially offset by higher payments related to litigation matters and higher payments of contingent consideration liabilities.

Operating cash flows also reflected AbbVie’s contributions to its defined benefit plans of $348 million in 2025 and $326 million in 2024.

Investing cash flows in 2024 included $18.5 billion cash consideration paid to acquire ImmunoGen and Cerevel Therapeutics offset by cash acquired of $952 million, net sales and maturities of investment securities of $482 million, payments made for other acquisitions and investments of $3.0 billion and capital expenditures of $974 million.

Investing cash flows in 2023 included payments made for other acquisitions and investments of $1.2 billion, capital expenditures of $777 million and net purchases of investments securities totaling $22 million.

Investing cash flows in 2025 included payments made for other acquisitions and investments, net of cash acquired of $5.2 billion and capital expenditures of $1.2 billion.

Investing cash flows in 2024 included $18.5 billion cash consideration paid to acquire ImmunoGen, Inc.

(ImmunoGen) and Cerevel Therapeutics Holdings, Inc.

(Cerevel Therapeutics) offset by cash acquired of $952 million, net sales and maturities of investment securities of $482 million, payments made for other acquisitions and investments of $3.0 billion and capital expenditures of $974 million.

Financing cash flows in 2025 included the issuance of unsecured senior notes totaling $4.0 billion aggregate principal and $2.0 billion under the 364-day term loan credit agreement.

Financing cash flows also included the repayment of $3.0 billion aggregate principal of 3.80% senior notes and $3.8 billion aggregate principal 3.60% senior notes.

Financing cash flows in 2024 included the issuance of unsecured senior notes totaling $15.0 billion aggregate principal which were used to finance the acquisitions of ImmunoGen and Cerevel Therapeutics.

Additionally, financing cash flows included the issuance and repayment of $5.0 billion under the term loan credit agreement and repayments of $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, $1.0 billion aggregate principal amount of 3.85% senior notes, $99 million of secured term notes assumed from ImmunoGen in conjunction with the acquisition and settlement of $400 million aggregate amount of 2.5% convertible senior notes assumed from Cerevel Therapeutics.

During the quarter ended December 31, 2024, the company refinanced its $2.0 billion floating rate three-year term loan.

Additionally, 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.

Financing cash flows in 2023 included repayment of $1.0 billion floating rate three-year term loan, $1.0 billion aggregate principal amount of the company's 2.85% senior notes and $350 million aggregate principal amount of the company's 2.80% senior notes.

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.

Financing cash flows also included cash dividend payments of $11.7 billion in 2025 and $11.0 billion in 2024.

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The program has no time limit and can be discontinued at any time.

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

AbbVie repurchased 3 million shares for $606 million in 2025 and 7 million shares for $1.3 billion in 2024.

AbbVie's remaining stock repurchase authorization was $2.9 billion as of December 31, 2025.

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

During 2024, the company 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

| 2024 Form 10-K

on Form 10-K.

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

During 2025 and 2024, the company issued and redeemed commercial paper.

The balance of commercial paper borrowings outstanding was $499 million as of December 31, 2025.

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

AbbVie may issue additional commercial paper or retire commercial paper to meet liquidity requirements as needed.

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AbbVie may also utilize factoring arrangements to mitigate credit risk, although the receivables included in such arrangements have historically not been a significant amount of total outstanding receivables.

Credit Facility, Access to Capital and Credit Ratings

Credit Facility

Credit Facilities, Access to Capital and Credit Ratings

Credit Facilities

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

2025 Form 10-K |

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 December 31, 2025, the company was in compliance with all covenants, and commitment fees under the revolving credit facilities were insignificant.

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

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

In May 2025, the company borrowed $2.0 billion under this term loan credit agreement which was outstanding and included in short-term borrowings on the consolidated balance sheet as of December 31, 2025.

In December 2023, in connection with the acquisitions of ImmunoGen and Cerevel Therapeutics, 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.

AbbVie also issued $15.0 billion aggregate principal amount of unsecured senior notes in February 2024.

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

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

Access to Capital

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Credit Ratings

In August 2024, Moody’s Investors Service (Moody’s) affirmed its A3 senior unsecured long-term rating.

At the same time, Moody’s revised its outlook to positive from stable.

There were no other changes in the company’s credit ratings during 2024.

In February 2026, Moody’s Investors Service upgraded AbbVie’s senior unsecured long-term credit rating to A2 with a stable outlook from A3 with a positive outlook and upgraded AbbVie’s short-term credit rating to Prime-1 from Prime-2.

There were no other changes in the company’s credit ratings during the year ended December 31, 2025.

Unfavorable changes to the ratings may have an adverse impact on future financing arrangements;

However, they would not affect the company’s ability to draw on its credit facility and would not result in an acceleration of scheduled maturities of any of the company’s outstanding debt.

however, they would not affect the company’s ability to draw on its credit facilities and would not result in an acceleration of scheduled maturities of any of the company’s outstanding debt.

Future Cash Requirements

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Certain of these projected interest payments may differ in the future based on changes in floating interest rates or other factors or events.

The projected interest payments only pertain to

2024 Form 10-K |

obligations and agreements outstanding at December 31, 2024.

The projected interest payments only pertain to obligations and agreements outstanding at December 31, 2025.

See Note 10 to the Consolidated Financial Statements for additional information regarding the company's debt instruments and Note 11 for additional information on the interest rate swap agreements outstanding at December 31, 2025.

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There have been no changes to these commitments that would have a material impact on the company’s ability to meet either short-term or long-term future cash requirements.

| 2025 Form 10-K

Future income tax cash requirements include a one-time transition tax liability on a mandatory deemed repatriation of previously untaxed earnings of foreign subsidiaries resulting from U.S.

tax reform enacted in 2017.

The one-time transition tax liability was $2.2 billion as of December 31, 2024 and is payable in two future annual installments.

The one-time transition tax liability was $1.1 billion, which is classified as a current liability as of December 31, 2025.

Liabilities for unrecognized tax benefits totaled $5.6 billion as of December 31, 2025.

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See Note 14 to the Consolidated Financial Statements for additional information on these unrecognized tax benefits.

Short-term Borrowings

Short-term borrowings included $2.0 billion of a 364-day term loan and $499 million of commercial paper, which are classified as current liabilities as of December 31, 2025.

See Note 10 to the Consolidated Financial Statements for additional information regarding the company's short-term borrowings.

Quarterly Cash Dividend

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See Note 5 to the Consolidated Financial Statements for additional information on these collaboration arrangements.

Research and Development and Capital Investment

Subsequent to December 31, 2025, AbbVie announced a voluntary agreement with the U.S.

government to further advance access and affordability of AbbVie's products in the U.S.

while protecting and investing in U.S.

pharmaceutical innovation.

Under this voluntary agreement, AbbVie pledged $100 billion in U.S.-based research and development and capital investment, including manufacturing, over the next decade.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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IPR&D acquired in transactions that are not business combinations is expensed immediately, unless deemed to have an alternative future use.

Payments made to third parties subsequent to regulatory approval are capitalized and amortized over the remaining useful life.

Milestone payments made to third parties subsequent to regulatory approval are capitalized and amortized over the remaining useful life.

AbbVie reviews the recoverability of definite-lived intangible assets whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable.

Goodwill and indefinite-lived intangible assets are reviewed for impairment annually or when an event occurs that could result in an impairment.

See Note 2 to the Consolidated Financial Statements for additional information.

See Note 2 and Note 7 to the Consolidated Financial Statements for additional information.

Annually, the company tests its goodwill for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount.

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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 7. Management’s Discussion and Analysis