AbbVie 2014 Annual Report Download

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2014 annual report
on form 10-k
2015 notice of
annual meeting and
proxy statement

Table of contents

  • Page 1
    2014 annual report on form 10-k 2015 notice of annual meeting and proxy statement

  • Page 2
    ... company formed in 2013 following separation from Abbott Laboratories. The company's mission is to use 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. AbbVie employs...

  • Page 3
    ...billion stock repurchase program. Humira, our flagship treatment for rheumatoid arthritis and other autoimmune conditions, continued to perform exceptionally well with product sales increasing by nearly 19%, to $12.5 billion for the year. Our other leading brands Duodopa (Parkinson's disease), Creon...

  • Page 4
    ...-based life sciences company. Each of these collaborations is designed to further advance our pipeline of new and promising therapies. We also continued to evaluate promising strategic acquisitions that provide operational benefits, strong, financial performances and meet our criteria for return to...

  • Page 5
    ... by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of AbbVie Inc.'s most recently completed second fiscal quarter (June 30, 2014), was $88,854,164,315. AbbVie has no non-voting common equity. Number of common shares outstanding as of January 31...

  • Page 6

  • Page 7
    ... the outstanding common stock of AbbVie to Abbott's shareholders. AbbVie's common stock began trading ''regular-way'' under the ticker symbol ''ABBV'' on the New York Stock Exchange on January 2, 2013. Overview AbbVie is a global, research-based biopharmaceutical company. AbbVie develops and markets...

  • Page 8
    ... suppurativa have been filed in the United States and the European Union. AbbVie continues to work on HUMIRA formulation and delivery enhancements to improve convenience and the overall patient experience. HCV products. VIEKIRA PAK is an all-oral, short-course, interferon-free therapy, with or...

  • Page 9
    ...$3.3 billion in 2014, $2.9 billion in 2013, and $2.8 billion in 2012 on research to discover and develop new products, indications and processes and to improve existing products and processes. These expenses consisted primarily of salaries and related expenses for personnel, license fees, consulting...

  • Page 10
    ... the filing date. Given that patents relating to pharmaceutical products are often obtained early in the development process, and given the amount of time needed to complete clinical trials and other development activities required for regulatory approval, the length of time between product launch...

  • Page 11
    ... patient support programs closely related to its products. In 2014, AbbVie's products were sold in over 170 countries. AbbVie's products are generally sold worldwide directly to wholesalers, distributors, government agencies, health care facilities, specialty 2014 Form 10-K 13NOV201221352027...

  • Page 12
    ... on a current basis, and order backlog is not material to AbbVie's business. Third Party Agreements AbbVie has agreements with third parties for process development, analytical services, and manufacturing of certain products. AbbVie procures certain products and services from a limited number of...

  • Page 13
    ... material adverse effect on the company's financial position, cash flows, or results of operations. Competition The markets for AbbVie's products are highly competitive. AbbVie competes with other research-based pharmaceuticals and biotechnology companies that discover, manufacture, market, and sell...

  • Page 14
    ...pressure from these biologics and from orally administered products. Regulation-Discovery and Clinical Development United States. Securing approval to market a new pharmaceutical product in the United States requires substantial effort and financial resources and takes several years to complete. The...

  • Page 15
    ...these laws and regulations is costly and materially affects AbbVie's business. Among other effects, health care regulations substantially increase the time, difficulty, and costs incurred in obtaining and maintaining approval to market newly developed and existing products. AbbVie expects compliance...

  • Page 16
    ... under Medicare and Medicaid starting in 2012 to record any transfers of value to physicians and teaching hospitals and to report this data beginning in 2013 to the Centers for Medicare and Medicaid Services for subsequent public disclosure. Similar reporting 10 13NOV201221352027 2014 Form 10-K

  • Page 17
    ... by Abbott on May 7, 2012 that requires enhancements to AbbVie's compliance program and contains reporting obligations, including disclosure of financial payments to doctors. If AbbVie fails to comply with the CIA, the Office of Inspector General for the United States Department of Health and Human...

  • Page 18
    ... and uncertainties develops into actual events, these events could have a material adverse effect on AbbVie's business, results of operations, financial condition or cash flows. In such case, the trading price of AbbVie's common stock could decline. Risks Related to AbbVie's Business The expiration...

  • Page 19
    ... enacted into law could increase the impact of generic competition. AbbVie's principal patents and trademarks are described in greater detail in Item 1, ''Business- Intellectual Property Protection and Regulatory Exclusivity'' and Item 7, ''Management's Discussion and Analysis of Financial Condition...

  • Page 20
    ...to develop, license, or otherwise acquire compounds or products, or whether any products will be commercially successful. Failure to launch successful new products or new indications for existing products may cause AbbVie's products to become obsolete, causing AbbVie's revenues and operating results...

  • Page 21
    .... Failure to successfully discover, develop, manufacture and sell biologics-including HUMIRA- could adversely impact AbbVie's business and results of operations. AbbVie's biologic products may become subject to competition from biosimilars. The Biologics Price Competition and Innovation Act...

  • Page 22
    ...costs may also be incurred. AbbVie uses a number of products in its pharmaceutical and biologic manufacturing processes that are sourced from single suppliers, and an interruption in the supply of those products could adversely affect AbbVie's business and results of operations. AbbVie uses a number...

  • Page 23
    ... revenues and operating earnings. Rebates related to government programs, such as fee-for-service Medicaid or Medicaid managed care programs, arise from laws and regulations. AbbVie cannot predict if additional government initiatives to contain health care costs or other factors could lead to new...

  • Page 24
    ... new obligations on AbbVie, require it to change its business practices, and restrict its operations in the future. The health care industry is subject to various federal, state, and international laws and regulations pertaining to government benefit programs reimbursement, rebates, price reporting...

  • Page 25
    ... General for the United States Department of Health and Human Services (OIG). The effective date of the CIA is October 11, 2012. The obligations of the CIA have transferred to and become fully binding on AbbVie. The CIA requires enhancements to AbbVie's compliance program, fulfillment of reporting...

  • Page 26
    ... of its business strategy. AbbVie may not complete these transactions in a timely manner, on a cost-effective basis, or at all, and may not realize the expected benefits. If AbbVie is successful in making an acquisition, the products and technologies that are acquired may not be successful or may...

  • Page 27
    ..., publicly traded company and may not be a reliable indicator of its future results. The historical information about AbbVie in this Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and for the periods ending prior to December 31, 2012 refers to AbbVie's business as operated by...

  • Page 28
    ... currently anticipated. AbbVie's failure to avoid operational interruptions as it implements the new systems and replaces Abbott's information technology services, or its failure to implement the new systems and replace Abbott's services successfully, could disrupt its business, adversely affect its...

  • Page 29
    ... to AbbVie's directors, officers and employees, acquisitions, or other purposes. AbbVie's employees have options to purchase shares of its common stock as a result of conversion of their Abbott stock options (in whole or in part) to AbbVie stock options. AbbVie anticipates its compensation committee...

  • Page 30
    ...number, term and election of AbbVie's directors, the filling of board vacancies, the calling of special meetings of stockholders and director and officer indemnification provisions. In addition, Section 203 of the Delaware General Corporation Law provides that, subject to limited exceptions, persons...

  • Page 31
    ... Report on Form 10-K to reflect events or circumstances after the date hereof, unless AbbVie is required by applicable securities law to do so. ITEM 1B. UNRESOLVED STAFF COMMENTS ...None. ITEM 2. PROPERTIES ...AbbVie's corporate offices are located at 1 North Waukegan Road, North Chicago, Illinois...

  • Page 32
    ... entitled ''Legal Proceedings and Contingencies'' of the Notes to Consolidated Financial Statements included under Item 8, ''Financial Statements and Supplementary Data,'' and is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES ...Not applicable. 26 13NOV201221352027 2014 Form 10...

  • Page 33
    ...Development, Chief Scientific Officer Senior Vice President, Human Resources Senior Vice President, Operations Vice President, Controller First appointed as a corporate officer in June 2014. Mr. Gonzalez is AbbVie's Chairman of the Board and Chief Executive Officer. He served as Abbott's Executive...

  • Page 34
    .... Dr. Saleki-Gerhardt is AbbVie's Senior Vice President, Operations. She served as Abbott's Vice President, Pharmaceuticals Manufacturing and Supply from 2011 to 2012, and as Divisional Vice President, Quality Assurance, Global Pharmaceutical Operations from 2008 to 2011. Dr. Saleki-Gerhardt joined...

  • Page 35
    ... AbbVie's common stock is also listed on the Chicago Stock Exchange and traded on various regional and electronic exchanges. Outside the United States, AbbVie's common stock is listed on NYSE Euronext Paris and the SIX Swiss Exchange. Market Price Per Share 2014 2013 high low high low First Quarter...

  • Page 36
    ... and (ii) the shares purchased on the open market for the benefit of participants in the AbbVie Employee Stock Purchase Plan-0 in October; 0 in November; and 22,021 in December. These shares do not include the shares surrendered to AbbVie to satisfy minimum tax withholding obligations in connection...

  • Page 37
    ...years ended December 31, 2014 and 2013 included higher expenses associated with operating as an independent, stand-alone publicly traded company than the historically derived financial statements. The increases include the impact of interest expense on debt issued in November 2012, a higher tax rate...

  • Page 38
    ... Statements and Supplementary Data'' for further information relating to the termination of the proposed combination with Shire and the collaborations with Calico and Infinity, respectively. (b) AbbVie declared regular quarterly cash dividends in 2013 aggregating $1.60 per share of common stock...

  • Page 39
    ....'' EXECUTIVE OVERVIEW Company Overview AbbVie is a global, research-based biopharmaceutical company. AbbVie develops and markets advanced therapies that address some of the world's most complex and serious diseases. AbbVie products are used to treat chronic autoimmune diseases, including rheumatoid...

  • Page 40
    ... immunology, as well as continued investment in key products. AbbVie expects to grow operating cash flows in 2015, which will enable the company to continue to augment its pipeline through concerted focus on strategic licensing, acquisition and partnering activity and returning cash to shareholders...

  • Page 41
    ..., renal disease, neurological diseases, and women's health, among others. Immunology HUMIRA is approved to treat the following autoimmune diseases in the United States, Canada, and Mexico (collectively, North America), and in the European Union: Condition Principal Markets Rheumatoid arthritis...

  • Page 42
    ... during the first quarter of 2012. Filgotinib is currently in Phase 2b development to treat rheumatoid arthritis and may be able to address other autoimmune diseases. In January 2014, a Phase 2 study to evaluate Filgotinib to treat Crohn's disease was initiated. • ABT-494, AbbVie's JAK-1 selective...

  • Page 43
    ... form of MS, which is the most common form, and affects nearly 85 percent of newly diagnosed MS patients. The Phase 3 study for ZINBRYTA (daclizumab), an anti-CD25 monoclonal antibody, was successfully completed in 2014. AbbVie is in the process of working with Biogen Idec to complete its global...

  • Page 44
    ... research-based pharmaceutical business. For periods prior to January 1, 2013, the historical combined financial statements also reflected an allocation of expenses related to certain Abbott corporate functions, including senior management, legal, human resources, finance, information technology...

  • Page 45
    ..., as well as sales growth in key products including Synthroid, Creon and Duodopa. Sales increased in 2014 and 2013 despite the loss of exclusivity for AbbVie's consolidated lipid franchise, as well as the unfavorable impact of foreign exchange rates. Generic competition began in November 2012 for...

  • Page 46
    ... competing products and add to the sustainability and future growth of HUMIRA. AndroGel sales decreased 10 percent in both 2014 and 2013 primarily due to a decline in the overall U.S. testosterone replacement market. The company expects this trend will continue. AndroGel sales for 2013 were impacted...

  • Page 47
    ... sales of Kaletra declined in 2014 and 2013 primarily due to lower market share resulting from the impact of increasing competition in the HIV marketplace. Sales for Synagis increased 9 percent in both 2014 and 2013 primarily due to increased product uptake in 2014 and 2013 compared to 2013 and 2012...

  • Page 48
    ... products and, in 2012, included litigation charges of $100 million related to an investigation of the sales and marketing activities for Depakote which was resolved in May 2012. Research and Development and Acquired In-Process Research and Development Percent change 2014 2013 years ended December...

  • Page 49
    ...as an independent company, including the cost of various corporate headquarters functions, incremental information technology-related costs, and incremental costs to operate a stand-alone back office infrastructure outside the United States. AbbVie's transition services agreements with Abbott in the...

  • Page 50
    ... 8, ''Financial Statements and Supplementary Data'' for further description of transactions between AbbVie and Abbott. FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES years ended December 31 (in millions) 2014 2013 2012 Cash flows provided by/(used in): Operating activities Investing activities...

  • Page 51
    ...expenditures, including the purchase of a small molecule active pharmaceutical ingredient manufacturing facility in Singapore, and net sales (purchases) of short-term investments. In 2014 and 2013, the company issued and redeemed commercial paper. The balance of commercial paper outstanding was $416...

  • Page 52
    ...no amounts outstanding under the credit facility as of December 31, 2014 and 2013. Access to Capital The company intends to fund short-term and long-term financial obligations as they mature through cash on hand, future cash flows from operations, or by issuing additional debt. The company's ability...

  • Page 53
    ... defined benefit plan subsequent to December 31, 2014. Amounts otherwise exclude pension and other post-employment benefits and related deferred compensation cash outflows. Timing of funding is uncertain and dependent on future movements in interest rates and investment returns, changes in laws and...

  • Page 54
    ... of the sales price is reasonably assured. Revenue from product sales is recognized when title and risk of loss have passed to the customer. Rebates AbbVie provides rebates to pharmacy benefit management companies, state agencies that administer the federal Medicaid program, insurance companies that...

  • Page 55
    ... rate, the expected long-term rate of return on plan assets, and the health care cost trend rates. The significant assumptions used in determining these calculations are disclosed in Note 11 to the consolidated financial statements. The discount rate is selected based on current market rates on high...

  • Page 56
    ... asset allocation. AbbVie's assumed expected long-term rate of return has a significant effect on the amounts reported for defined benefit pension plans as of December 31, 2014 and will be used in the calculation of net periodic benefit cost in 2015. As of December 31, 2014, a 1 percentage point...

  • Page 57
    ... cash flows, the overall financial performance, and whether there have been sustained declines in the company's share price. If the company concludes it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative impairment test is performed. AbbVie...

  • Page 58
    .... In 2012, AbbVie recorded impairment charges of $13 million for certain projects under development. These charges were included in R&D expense. There were no impairment charges recorded in 2013. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board issued Accounting...

  • Page 59
    ..., cash flows, and equity could be adversely impacted by changes in foreign exchange rates and interest rates. Certain derivative instruments are used when available on a cost-effective basis to hedge the company's underlying economic exposures. Refer to Note 10 entitled ''Financial Instruments...

  • Page 60
    ... near-term change in interest rates. Market Price Sensitive Investments AbbVie holds equity securities from strategic technology acquisitions that are traded on public stock exchanges. The fair value of these investments was approximately $82 million and $49 million as of December 31, 2014 and 2013...

  • Page 61
    ... equity securities from strategic technology acquisitions that are not traded on public stock exchanges. The carrying value of these investments was approximately $63 million and $58 million as of December 31, 2014 and 2013, respectively. AbbVie monitors these investments for other than temporary...

  • Page 62
    ... Statements Consolidated Statements of Earnings ...Consolidated Statements of Comprehensive Income ...Consolidated Balance Sheets ...Consolidated Statements of Equity ...Consolidated Statements of Cash Flows ...Notes to Consolidated Financial Statements ...Report of Independent Registered Public...

  • Page 63
    AbbVie Inc. and Subsidiaries Consolidated Statements of Earnings years ended December 31 (in millions, except per share data) 2014 2013 2012 Net sales Cost of products sold Selling, general and administrative Research and development Acquired in-process research and development Other expense Total ...

  • Page 64
    AbbVie Inc. and Subsidiaries Consolidated Statements of Comprehensive Income years ended December 31 (in millions) 2014 2013 2012 Net earnings Foreign currency translation adjustments, net of tax (benefit) expense of $(158) in 2014 and $71 in 2013 Pension and post-employment benefits, net of tax (...

  • Page 65
    AbbVie Inc. and Subsidiaries Consolidated Balance Sheets as of December 31 (in millions, except share data) 2014 2013 Assets Current assets Cash and equivalents Short-term investments Accounts and other receivables, net Inventories, net Income tax receivable Deferred income taxes Prepaid expenses ...

  • Page 66
    ... other Net parent shares Common Treasury paid-in comprehensive Retained company outstanding stock stock capital loss earnings investment 25 11,957 5,275 (13,519) years ended December 31 (in millions) Balance at December 31, 2011 Net earnings Net transactions with Abbott Laboratories Assumption of...

  • Page 67
    ... earnings to net cash from operating activities: Depreciation Amortization of intangible assets Stock-based compensation Upfront costs related to collaborations and acquired in-process research and development Other, net Changes in operating assets and liabilities, net of acquisitions: Accounts and...

  • Page 68
    ... one share of AbbVie common stock for every one share of Abbott common stock held as of the record date. AbbVie's common stock began trading ''regular-way'' under the ticker symbol ''ABBV'' on the New York Stock Exchange on January 2, 2013. During the year ended 2013, separation-related adjustments...

  • Page 69
    ...to AbbVie by the end of 2015. Prior to the separation on January 1, 2013, the historical financial statements of AbbVie were prepared on a stand-alone basis and were derived from Abbott's consolidated financial statements and accounting records as if the former research-based pharmaceutical business...

  • Page 70
    ... the year ended December 31, 2012. Prior to the separation on January 1, 2013, AbbVie employees participated in various benefits and stock-based compensation programs maintained by Abbott. A portion of the cost of those programs was included in AbbVie's historical combined financial statements. See...

  • Page 71
    ... records annual expenses relating to its defined benefit pension and other post-employment plans based on calculations which include various actuarial assumptions, including discount rates, assumed asset rates of return, compensation increases, turnover rates and health care cost trend rates. AbbVie...

  • Page 72
    ...of tax, included in accumulated other comprehensive loss in AbbVie's consolidated balance sheets. Investments in equity securities that are not traded on public stock exchanges and held-to-maturity debt securities are recorded at cost. AbbVie reviews the carrying value of investments each quarter to...

  • Page 73
    ... acquisition costs are expensed when incurred. Goodwill and Intangible Assets Intangible assets acquired in a business combination are recorded at fair value using a discounted cash flow model. The discounted cash flow model requires assumptions about the timing and amount of future net 2014 Form...

  • Page 74
    ... annual impairment test performed in the third quarter of 2014, the company concluded goodwill was not impaired. In 2014, AbbVie recorded an impairment charge of $37 million related to certain on-market product rights in Japan due to increased generic competition. The charge was included in cost...

  • Page 75
    ... operating section of the consolidated statements of cash flows, consistent with the underlying hedged item. Refer to Note 10 for information regarding AbbVie's derivative and hedging activities. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board issued Accounting...

  • Page 76
    ... 2014 2013 Deferred income taxes Pension and other post-employment benefits Other Long-term liabilities $ 630 2,220 990 $3,840 $ 570 1,628 1,337 $3,535 Note 4 Termination of Proposed Combination with Shire ...On October 15, 2014, AbbVie's board of directors withdrew its previous recommendation...

  • Page 77
    ... basic and diluted earnings per share since no AbbVie equity awards were outstanding prior to the separation. Note 6 Acquisitions, Collaborations and Other Arrangements ...In 2014, 2013 and 2012, cash outflows related to collaborations, the acquisition of product rights and other arrangements...

  • Page 78
    ... royalties on net product sales. Ablynx NV In September 2013, AbbVie entered into a global collaboration agreement with Ablynx NV to develop and commercialize the anti-IL-6R Nanobody, ALX-0061, for the treatment of inflammatory diseases including rheumatoid arthritis and systemic lupus erythematosus...

  • Page 79
    ... due to increased generic competition. The charge was based on a discounted cash flow analysis and is included in cost of products sold. The indefinite-lived intangible assets as of December 31, 2013 relate to IPR&D acquired in a business combination. In 2012, AbbVie recorded an impairment charge of...

  • Page 80
    ... in the consolidated statements of earnings with the remainder recorded in SG&A. Included in the charges were cash costs of $16 million which primarily related to employee severance and contractual obligations. In 2013, AbbVie management approved plans to restructure certain commercial operations in...

  • Page 81
    ... five-year revolving credit facility which also supports commercial paper borrowings. At December 31, 2014, AbbVie was in compliance with the financial covenants. No borrowings were outstanding under these facilities at December 31, 2014 and December 31, 2013. 2014 Form 10-K 13NOV201221352027...

  • Page 82
    ...on the occurrence of certain events. Note 10 Financial Instruments and Fair Value Measures ...Risk Management Policy The company is exposed to foreign currency exchange rate and interest rate risks related to its business operations. The company's hedging policy attempts to manage these risks to an...

  • Page 83
    ...not used for trading purposes or to manage exposure to changes in interest rates for investment securities, and none of the company's outstanding derivative instruments contain credit risk related contingent features; collateral is generally not required. Financial Instruments Various AbbVie foreign...

  • Page 84
    ... into income 2014 2013 2012 (in millions) Income statement caption Foreign currency forward exchange contracts- Designated as cash flow hedges Not designated as hedges Interest rate swaps designated as fair value hedges $193 n/a n/a $(77) $(11) $ (79) $ - $ 24 Cost of products sold n/a n/a (523...

  • Page 85
    ... and short-term investments are determined based on a discounted cash flow analysis reflecting quoted market rates for the same or similar instruments. The fair values of time deposits approximate their amortized cost due to the short maturities of these instruments. Available-for-sale equity...

  • Page 86
    ... historical cost or some basis other than fair value. The carrying values and fair values of certain financial instruments as of December 31, 2014 and 2013 are shown in the table below: Book values 2014 2013 Approximate fair values 2014 2013 (in millions) Assets Investments Liabilities Short-term...

  • Page 87
    ... using the published market price per unit multiplied by the number of units held, without consideration of transaction costs. To determine the fair value of other cost method investments, the company takes into consideration recent transactions, as well as the financial information of the investee...

  • Page 88
    ...OPEB) plans sponsored by Abbott. These plans included participants of Abbott's other businesses and were accounted for as multiemployer benefit plans in AbbVie's combined financial statements as of and for the year ended December 31, 2012. As a result, no asset or liability was recorded by AbbVie in...

  • Page 89
    ... the global AbbVie-sponsored defined benefit pension and other post-employment plans. Defined benefit plans 2014 2013 Other post-employment plans 2014 2013 as of and for the years ended December 31 (in millions) Projected benefit obligations Beginning of period Service cost Interest cost Employee...

  • Page 90
    ...a net-of-tax basis in AOCI and will be amortized to net periodic benefit cost in the future. The following is a summary of the pretax gains and losses included in OCI. years ended December 31 (in millions) 2014 2013 2012 Defined benefit plans Actuarial (gain) loss Prior service cost Amortization of...

  • Page 91
    ...long-term rate of return on plan assets Expected rate of change in compensation Other post-employment plans Discount rate 4.9% 7.9% 5.0% 5.3% 4.3% 8.2% 5.0% 4.5% 5.1% 8.5% 4.2% N/A For 2014, for purposes of measuring post-retirement health care obligations as of the measurement date, the company...

  • Page 92
    ... securities that are valued using significant other observable inputs are valued at prices obtained from independent financial service industry-recognized vendors. Absolute return funds and commodities are valued at the NAV provided by the fund administrator. 86 13NOV201221352027 2014 Form 10-K

  • Page 93
    ... in the Abbott Laboratories Stock Retirement Plan on December 31, 2012 automatically became eligible for the AbbVie Savings Plan. AbbVie recorded expense of $67 million in 2014 and $62 million in 2013 related to this plan. AbbVie provides certain other post-employment benefits, primarily salary...

  • Page 94
    ...in R&D and cost of products sold. The related tax benefit recognized was $73 million, $68 million and $56 million in 2014, 2013 and 2012, respectively. Stock-based compensation expense for 2012 was allocated to AbbVie based on the portion of Abbott's incentive stock program in which AbbVie employees...

  • Page 95
    ...price and the company's closing stock price on the last day of trading for the year ended December 31, 2014. The total intrinsic value of options exercised in 2014 and 2013 was $253 million and $229 million, respectively. For options issued under Abbott's incentive stock programs to AbbVie employees...

  • Page 96
    ... be executed over the next several years. The stock repurchase authorization permits purchases of AbbVie shares from time to time in open market or private transactions at management's discretion depending on the company's cash flows, net debt level and market conditions. The plan has no time limit...

  • Page 97
    ... of tax for the years ended December 31, 2013 and 2014: Unrealized gains (losses) on marketable equity securities (in millions) (brackets denote losses) Foreign currency translation adjustments Pension and postemployment benefits Hedging activities Total Balance as of December 31, 2011 Other...

  • Page 98
    ... before income taxes for the year ended December 31, 2014 was driven by transaction and financing-related costs associated with the terminated proposed combination with Shire. Refer to Note 4 for further information. Income Taxes years ended December 31 (in millions) 2014 2013 2012 Current Domestic...

  • Page 99
    ... discrete factors and events in each year, including acquisitions and collaborations. The effective tax rate in 2014, 2013 and 2012 differs from the statutory tax rate principally due to the benefit from foreign operations which reflects the impact of lower income tax rates in locations outside the...

  • Page 100
    ... operations. Due to the complexities in tax laws and assumptions that would have to be made, it is not practicable to estimate the amount of income taxes that would be due if these earnings were distributed. Unrecognized Tax Benefits years ended December 31 (in millions) 2014 2013 2012 Balance...

  • Page 101
    ... have a material adverse effect on AbbVie's consolidated financial position, cash flows, or results of operations. Several pending lawsuits filed against Unimed Pharmaceuticals, Inc., Solvay Pharmaceuticals, Inc. (a company Abbott acquired in February 2010 and now known as AbbVie Products LLC) and...

  • Page 102
    ... rights relating to testosterone gel (a drug AbbVie sells under the trademark AndroGelா 1.62%). In a case filed in the United States District Court for the District of Delaware in February 2013, AbbVie alleges that Perrigo Company's and Perrigo Israel Pharmaceutical Ltd.'s proposed generic product...

  • Page 103
    ... the terms of which are confidential. The litigation was dismissed with prejudice. In November 2014, five individuals filed a putative class action lawsuit on behalf of purchasers and sellers of certain Shire plc securities between June 20 and October 14, 2014, against AbbVie and its chief executive...

  • Page 104
    .... Outside the United States, products are sold primarily to health care providers or through distributors, depending on the market served. Worldwide net sales of key products were as follows: years ended December 31 (in millions) 2014 2013 2012 HUMIRA AndroGel Kaletra Synagis Lupron Synthroid...

  • Page 105
    ...additional information regarding cash dividends declared in 2013. (b) Results for the fourth quarter of 2014 include transaction and financing-related and other costs incurred in connection with the terminated proposed combination with Shire, a $750 million after-tax charge related to a research and...

  • Page 106
    ...of AbbVie Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of earnings, comprehensive income, equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express...

  • Page 107
    ... year ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. As described in Note 1, the accompanying combined financial statements have been derived from the consolidated financial statements and accounting records of Abbott Laboratories...

  • Page 108
    ... financial reporting. As part of its separation from Abbott, AbbVie began a phased global implementation of a new enterprise resource planning system, related technology infrastructure and transaction processing services to replace the information technology infrastructure and transactional services...

  • Page 109
    ... how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and reporting. Management assessed the effectiveness of AbbVie's internal control over financial reporting as...

  • Page 110
    ... the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2014 and 2013, and the related consolidated statements of earnings, comprehensive income, equity and cash flows for the years then ended, and our report dated February 20, 2015 expressed...

  • Page 111
    ...who reports to the chief executive officer and to the public policy committee. The chief ethics and compliance officer is responsible for overseeing, administering, and monitoring AbbVie's compliance program. ITEM 11. EXECUTIVE COMPENSATION ...The material to be included in the 2015 Proxy Statement...

  • Page 112
    ... be included in the 2015 Proxy Statement under the headings ''The Board of Directors and its Committees,'' ''Corporate Governance Materials,'' and ''Procedures for Approval of Related Person Transactions'' is incorporated herein by reference. The 2015 Proxy Statement will be filed on or about March...

  • Page 113
    ...IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES ...(a) Documents filed as part of this Form 10-K. (1) Financial Statements: See Item 8, ''Financial Statements and Supplementary Data,'' on page 56 hereof, for a list of financial statements. (2) Financial Statement Schedules: All schedules omitted...

  • Page 114
    .... AbbVie Inc. By: /s/ RICHARD A. GONZALEZ Name: Richard A. Gonzalez Title: Chairman of the Board and Chief Executive Officer Date: February 20, 2015 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of AbbVie Inc...

  • Page 115
    ...Current Report on Form 8-K filed on January 2, 2013). *Employee Matters Agreement dated as of December 31, 2012 by and between Abbott Laboratories and AbbVie Inc. (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed on January 2, 2013). *Information Technology...

  • Page 116
    ... on March 15, 2013).** *AbbVie Supplemental Savings Plan (incorporated by reference to Exhibit 10.19 of the Company's Annual Report on Form 10-K filed on March 15, 2013).** *Purchase Agreement dated November 5, 2012 between AbbVie Inc., Abbott Laboratories, as guarantor, and Morgan Stanley & Co. LLC...

  • Page 117
    ...of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The following financial statements and notes from the AbbVie Inc. Annual Report on Form 10-K for the year ended December 31, 2014 filed on February 20, 2015, formatted...

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    ...The Annual Meeting of the Stockholders of AbbVie Inc. will be held at the Fairmont Chicago, Millennium Park, 200 North Columbus Drive, Chicago, Illinois 60601, on Friday, May 8, 2015, at 9:00 a.m. CT for the following purposes: • To elect 3 directors to hold office until the next Annual Meeting or...

  • Page 120
    ...Executive Compensation ...Compensation Discussion and Analysis ...Compensation Committee Report ...Compensation Risk Assessment ...Summary Compensation Table ...2014 Grants of Plan-Based Awards ...2014 Outstanding Equity Awards at Fiscal Year End ...2014 Option Exercises and Stock Vested ...Pension...

  • Page 121
    ... review the entire Proxy Statement and the AbbVie 2014 Annual Report before voting. 2015 Annual Meeting of Stockholders ...Date and Time: May 8, 2015 9:00 a.m. CT Location: Fairmont Chicago, Millennium Park, 200 North Columbus Drive, Chicago, Illinois 60601 Record Date: March 11, 2015 How to Vote...

  • Page 122
    ...of $3.32/share AcƟve clinical development programs Most robust pipeline in company history 17MAR201515325913 *Adjusted sales and adjusted earnings per share are reported and reconciled in our Form 8-K dated January 30, 2015. Additional Highlights: • In 2014, AbbVie delivered Humira sales of $12...

  • Page 123
    ...com/responsibility/ home.html pp. 13-14 Executive Compensation Highlights ...At AbbVie, the board believes a well-designed compensation program should align executive interests with the drivers of profitable growth and stockholder returns, support achievement of the company's primary business goals...

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    ... are capped at 200% of target beginning in 2015) Base Salary Short-Term IncenƟves Plan uƟlizes financial and nonfinancial goals, as well as an assessment of individual performance against strategic objecƟves, such as: - Adjusted diluted EPS - Adjusted net sales - Adjusted income before taxes...

  • Page 125
    INFORMATION ABOUT THE ANNUAL MEETING 14FEB201503003551 Who Can Vote Stockholders of record at the close of business on March 11, 2015 will be entitled to notice of and to vote at the Annual Meeting. As of March 11, 2015, AbbVie had 1,592,145,669 outstanding shares of common stock, which are AbbVie's...

  • Page 126
    ... qualifications; director independence guidelines; code of business conduct; and audit committee, compensation committee, nominations and governance committee, and public policy committee charters are all available in the corporate governance section of AbbVie's investor relations website at www...

  • Page 127
    ... service as Abbott's executive vice president, Pharmaceutical Products Group since July 2010, his previous service as Abbott's president and chief operating officer and his more than 30-year career at Abbott, Mr. Gonzalez has developed valuable business, management and leadership experience, as well...

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    ... acquired strong management experience overseeing complex multinational businesses operating in highly regulated industries, as well as expertise in finance and capital markets matters. Class I-Directors Whose Terms Expire in 2016 ...William H.L. Burnside Retired Senior Vice President and Director...

  • Page 129
    ... Development Board Committees: and a board member of the U.S.-China Business Council. As a result of his tenure as group Audit president and chief financial officer at Caterpillar Inc., Mr. Rapp has acquired management, Public Policy operational, and financial expertise with extensive global...

  • Page 130
    ... as chief executive officer of Allstate from January 1999 to Compensation December 2006, President from January 1995 to May 2005, and chief operating officer from Public Policy August 1994 to January 1999. Mr. Liddy currently serves on the board of directors of Abbott Laboratories, 3M Company, and...

  • Page 131
    ... encourages its board members to attend the annual stockholder meeting. All of AbbVie's directors attended the 2014 annual stockholder meeting. The board has determined that each of the following directors is independent in accordance with the New York Stock Exchange (NYSE) listing standards: Dr...

  • Page 132
    ... ''Information Concerning Director Nominees.'' Committees of the Board of Directors ...The board of directors has five committees established in AbbVie's By-Laws: the audit committee, compensation committee, nominations and governance committee, public policy committee, and executive committee...

  • Page 133
    ... compensation. Separately, AbbVie management engaged Aon Hewitt to perform unrelated services and, through March 31, 2014, paid approximately $960,000 for those services, including actuarial work, pension design and administration, insurance, and general consulting. The committee was informed...

  • Page 134
    ... to AbbVie's public policy, certain areas of legal and regulatory compliance, and governmental affairs and health care compliance matters that affect AbbVie by discharging the responsibilities set forth in its charter. Executive Committee The executive committee members are Mr. Gonzalez, chair...

  • Page 135
    ... the high and low market prices of one share of AbbVie common stock on the award grant date. In addition to the fees described in footnote (1), each non-employee director elected to or serving on the board of directors at the annual stockholder meeting receives under the AbbVie 2013 Incentive Stock...

  • Page 136
    ... issued with respect to Abbott Laboratories restricted stock units outstanding when AbbVie separated from Abbott on January 1, 2013. (3) No AbbVie stock options were outstanding as of December 31, 2014. (4) The totals in this column include reportable interest credited under the AbbVie Non-Employee...

  • Page 137
    ... within 60 days of January 31, 2015 588,663 0 0 0 0 0 0 0 0 198,287 205,034 394,293 0 1,550,644 Name R. Gonzalez R. Alpern R. Austin W. Burnside E. Liddy E. Rapp R. Roberts G. Tilton F. Waddell C. Alban W. Chase L. Schumacher M. Severino All directors and executive officers as a group (4) Shares...

  • Page 138
    ... persons known to AbbVie to own beneficially more than 5% of AbbVie's outstanding common stock. It is based on information contained in Schedules 13G filed with the Securities and Exchange Commission by BlackRock, Inc. on February 9, 2015, by Capital Research Global Investors on February 13, 2015...

  • Page 139
    ...Richard A. Gonzalez Michael E. Severino Carlos Alban Laura J. Schumacher William J. Chase Chairman of the Board and Chief Executive Officer Executive Vice President, Research & Development and Chief Scientific Officer Executive Vice President, Commercial Operations Executive Vice President, Business...

  • Page 140
    ...in development across important medical specialties such as immunology, virology/liver disease, oncology, renal disease, neurological diseases, and women's health. Business Performance Highlights 2014 was a very successful year for AbbVie financially and operationally and in our pipeline development...

  • Page 141
    ... total returns of AbbVie, the Standard & Poor's 500 Index and the NYSE Arca Pharmaceuticals Index. The graph covers the period from January 2, 2013 (the day AbbVie's common stock began ''regular-way'' trading on the NYSE) through December 31, 2014. The graph assumes $100 was invested in the stock or...

  • Page 142
    ... Calico Life Sciences LLC, a life sciences company backed by Google Inc., to discover, develop, and bring to market new therapies for patients with age-related diseases. • • Components of our Compensation Program The compensation committee oversees our executive compensation program, which...

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    ... and in line with the long-term success of the company. Each NEO achieved or exceeded his or her 2014 goals, which are listed below: • Richard A. Gonzalez: Successfully advance mid- and late-stage pipeline assets; execute key strategic initiatives to drive top tier, sustainable long-term business...

  • Page 144
    ...annual fees for non-employee directors ߜ NEOs must hold and not sell equity until the minimum stock ownership requirement is satisfied. ߜ Double-trigger requirements for equity acceleration and other benefits in the event of a change in control ߜ No tax gross-ups in executive compensation program...

  • Page 145
    ...Procter & Gamble Company Members of the Health Care Peer Group are AbbVie's primary competitors for executive talent and are companies the committee believes chiefly represent our competitive market. Generally, members of the High-Performing Peer Group have a five-year average return on equity (ROE...

  • Page 146
    ...Short-Term Incentives Performance Incentive Plan Annual cash incentives are paid to NEOs through AbbVie's Performance Incentive Plan (PIP), which rewards executives for achieving key financial and non-financial goals that are measured at the company and individual levels. 26 13NOV201221352027 2015...

  • Page 147
    ...the company, the marketplace, and the global economy that could not have been foreseen when individual goals were established. Annual Metrics and Goal Assessment AbbVie's short-term incentive structure is intended to align NEOs' interests directly with AbbVie's annual operating strategies, financial...

  • Page 148
    ...AbbVie's Form 8-K filed on January 30, 2015. The PIP is intended to comply with the requirements of Internal Revenue Code Section 162(m) for performancebased compensation. 2014 PIP Awards Target Bonus Richard A. Gonzalez Michael E. Severino Carlos Alban Laura J. Schumacher William J. Chase Long-Term...

  • Page 149
    ...issued to Dr. Severino to replace prior employer stock awards that were forfeited when he joined AbbVie. LTI Grant Cycle AbbVie's policy with respect to its annual equity award for all eligible employees, including the NEOs, is to grant the award and set the grant price at the compensation committee...

  • Page 150
    ... ''Summary Compensation Table.'' Financial Planning NEOs are eligible for a $10,000 annualized benefit associated with estate planning advice, tax preparation and general financial planning fees. If an NEO chooses to utilize this benefit, fees for such services are paid by the company and are...

  • Page 151
    ... follows: Executive Richard A. Gonzalez Michael E. Severino Carlos Alban Laura J. Schumacher William J. Chase Stock Ownership Requirement 6x 3x 3x 3x 3x Base Base Base Base Base Salary Salary Salary Salary Salary Requirement Met? Yes Yes Yes Yes Yes In addition, AbbVie's non-employee directors are...

  • Page 152
    ...business decisions to meet payout thresholds. In addition, effective for 2015, the committee has placed a limit of 200% of target on any awards made under the NEO short-term incentive plan. AbbVie's long-term incentive program focuses NEOs on longer-term operating performance and stockholder returns...

  • Page 153
    ...,911(7) Name and Principal Position Richard A. Gonzalez Chairman of the Board and Chief Executive Officer Michael E. Severino Executive Vice President, Research & Development and Chief Scientific Officer Carlos Alban Executive Vice President, Commercial Operations Year 2014 2013 2012 2014 Salary...

  • Page 154
    ... dates. (4) The compensation reported in this column for 2014 was earned as a performance-based incentive bonus pursuant to the AbbVie Performance Incentive Plan. Additional information regarding the plan can be found in the section of this proxy statement captioned ''Executive Compensation Process...

  • Page 155
    ... based on plan design (primarily pay, service and age). The present value of a pension benefit is determined, in part, by the discount rate used for accounting purposes. As required by the Financial Accounting Standards Board, the discount rate is determined by reference to the 2015 Proxy Statement...

  • Page 156
    ...862,299 Name R. Gonzalez M. Severino C. Alban L. Schumacher W. Chase (8) As part of Dr. Severino's hiring package, this amount was paid to replace a prior employer incentive award. (9) Bonus paid in recognition of performance related to the separation from Abbott. 36 13NOV201221352027 2015 Proxy...

  • Page 157
    ... ...The following table summarizes the AbbVie equity awards granted under the AbbVie 2013 Incentive Stock Program to the NEOs during 2014. Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Name R. Gonzalez M. Severino C. Alban L. Schumacher W. Chase Grant Date 02/20/14 02/20/14...

  • Page 158
    EXECUTIVE COMPENSATION 2014 Outstanding Equity Awards at Fiscal Year End ...The following table summarizes the outstanding AbbVie equity awards held by the NEOs at year end. Option Awards(1)(2) Stock Awards(1) Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not ...

  • Page 159
    ... as of December 31, 2014: • R. Gonzalez: Options to purchase 89,900 Abbott common shares with exercise prices ranging from $22.39 to $27.03 per share, which vested on February 17, 2015; performance-vested restricted stock awards covering 19,800 Abbott common shares with a market value of $891,396...

  • Page 160
    ... Stock Awards Number of Shares Acquired On Vesting (#) 118,774 0 38,633 52,110 27,033 Value Realized On Vesting ($) $6,046,784 0 1,966,806 2,652,920 1,376,250 Name R. Gonzalez M. Severino C. Alban L. Schumacher W. Chase Pension Benefits ...During 2014, the NEOs participated in two AbbVie-sponsored...

  • Page 161
    ...-equity incentive plan compensation). The Pension Plan covers earnings up to the limit imposed by Internal Revenue Code Section 401(a)(17) and provides for a maximum of 35 years of benefit service. Participants become fully vested in their pension benefit upon the completion of five years of service...

  • Page 162
    ... an NEO's Supplemental Pension Plan grantor trust to fund plan benefits are actuarially determined. The plan is designed to result in AbbVie paying the NEO's Supplemental Pension Plan benefits to the extent assets held in his or her trust are insufficient. 42 13NOV201221352027 2015 Proxy Statement

  • Page 163
    ... AbbVie Supplemental Pension Plan AbbVie Pension Plan AbbVie Supplemental Pension Plan Number of Years Credited Service (#) 34 34

  • Page 164
    ..., and the deferral account is credited with investment returns based on the performance of the fund(s) selected. During 2014, the weighted average rate of return credited to the accounts was 7.8% for Ms. Schumacher and 6.6% for Mr. Chase. The plan provides for cash distributions in either a lump sum...

  • Page 165
    ... in control agreements between Abbott and the officers transferring to AbbVie. AbbVie issued a similar change in control agreement to Dr. Severino when he joined the company in 2014. The agreements with Mr. Gonzalez, Dr. Severino, Mr. Alban, Ms. Schumacher, and Mr. Chase are described below. Each...

  • Page 166
    ...Ms. Schumacher's cash termination payments and additional supplemental pension plan benefits reflect reductions of $1,472,453 and $430,183, respectively, which would have applied under cutback provisions in the agreement as described above. Equity Awards Under the AbbVie 2013 Incentive Stock Program...

  • Page 167
    ...and 3,633 Abbott restricted shares with a value of $163,558. • • • • The value of stock options shown is based on the excess of the closing price of one share of common stock on December 31, 2014 over the exercise price of such options, multiplied by the number of unvested stock options...

  • Page 168
    ... AbbVie's audit committee charter provides that the audit committee shall appoint annually AbbVie's independent registered public accounting firm. On October 9, 2014, the audit committee appointed Ernst & Young LLP to perform independent audit services for the fiscal year ending December 31, 2015...

  • Page 169
    ... and Exchange Commission, on December 14, 2012 AbbVie's audit committee approved (a) the dismissal of Deloitte & Touche LLP, effective as of the date of Deloitte's completion of the audit services for the fiscal year ended December 31, 2012 and the filing of AbbVie's 2012 Annual Report on Form 10...

  • Page 170
    ... to above, the audit committee recommended to the board of directors that the audited financial statements be included in AbbVie's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission. Audit Committee R. Austin, Chair, W. Burnside, E. Rapp...

  • Page 171
    ...of AbbVie's named executive officers, as disclosed under Securities and Exchange Commission rules, including the Compensation Discussion and Analysis, the compensation tables and related material included in this proxy statement. The independent compensation committee of the board of directors, with...

  • Page 172
    ... annually distributed to AbbVie's directors and executive officers; certifications submitted annually by AbbVie executive officers related to their compliance with AbbVie's Code of Business Conduct; or communications made directly by the related person to the chief financial officer or general...

  • Page 173
    ... the record date for that Annual Meeting, the date of this proxy statement, and the date of the Annual Meeting may nominate persons for director, or make proposals of other business to be brought before the Annual Meeting, by providing proper timely written notice to the secretary of AbbVie. 2015...

  • Page 174
    ...By-Laws. To be timely, written notice either to directly nominate persons for director or to bring business properly before the Annual Meeting must be received at AbbVie's principal executive offices not less than ninety days and not more than one hundred twenty days prior to the anniversary date of...

  • Page 175
    ... Annual Meeting will be held at the Fairmont Chicago, Millennium Park, 200 North Columbus Drive, Chicago, Illinois 60601. Admission to the meeting will be by admission card only. A stockholder planning to attend the meeting should promptly complete and return the reservation form. Reservation forms...

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    ... persons. Name Address City State Zip Code Phone Number ( ) Name Address City State Zip Code Phone Number ( ) If you plan to attend the meeting, please complete the Reservation Form and send it to AbbVie Inc., Annual Meeting Ticket Requests, AP34, 1 North Waukegan Road, North Chicago, Illinois...

  • Page 180

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    ... listed on the Chicago Stock Exchange, the NYSE Euronext Paris, and the SIX Swiss Exchange. Annual Meeting The Annual Meeting will be held on Friday, May 8, 2015, at 9 a.m. at the Fairmont Chicago, Millennium Park, 200 North Columbus Drive, Chicago, IL 60601. Dividend Reinvestment Plan The AbbVie...

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