AbbVie 2013 Annual Report Download

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2013 annual report
on form 10-k
2014 notice of
annual meeting AND
proxy statement

Table of contents

  • Page 1
    2013 annual report on form 10-k 2014 notice of annual meeting AND proxy statement

  • Page 2
    about abbvie AbbVie is a global, research-based biopharmaceutical 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 ...

  • Page 3
    ... for our patients while continuing to meet our commitments to our stockholders and investors. On behalf of our management team and employees, I thank you for your support and confidence in our company in 2013. Best regards, 4DEC201212233206 Richard A. Gonzalez Chairman and Chief Executive Officer

  • Page 4
    ... 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, 2013), was $64,886,944,938. AbbVie has no non-voting common equity. Number of common shares outstanding as of January 31, 2014: 1,588...

  • Page 5
    ...10, 2012 to hold Abbott's former research-based pharmaceuticals business. 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...

  • Page 6
    HUMIRA. HUMIRA is a biologic therapy administered as a subcutaneous injection. It 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 (moderate to ...

  • Page 7
    ...Stage 3, 4, and 5 chronic kidney disease (CKD). Research and Development Activities AbbVie has numerous compounds in clinical development, including potential treatments for complex diseases. Over the past five years, AbbVie has more than doubled the number of compounds in its pipeline through a mix...

  • Page 8
    ...designed and conducted to collect additional data regarding, among other parameters, the benefits and risks of an approved drug. AbbVie spent approximately $2.9 billion in 2013, $2.8 billion in 2012, and $2.6 billion in 2011 on research to discover and develop new products, indications and processes...

  • Page 9
    ... effect of biosimilars on sales of the innovator biologic as compared to the sales erosion caused by generic versions of small molecule pharmaceutical products. AbbVie owns or has licensed rights to a substantial number of patents and patent applications. AbbVie licenses or owns a patent portfolio...

  • Page 10
    ... on key opinion leaders, payors, physicians, and country regulatory bodies. AbbVie also provides patient support programs closely related to its products. AbbVie's products are generally sold worldwide directly to wholesalers, distributors, government agencies, health care facilities, specialty...

  • Page 11
    ...a 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 researchbased pharmaceuticals and biotechnology companies that discover, manufacture, market, and sell...

  • Page 12
    .... 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 applicant must complete preclinical tests, and obtain FDA approval...

  • Page 13
    ... of a new product are made through the Pharmaceutical and Medical Devices Agency (PMDA). Bridging studies to demonstrate that the foreign clinical data applies to Japanese patients may be required. After completing a comprehensive review, the PMDA reports to the Ministry of Health, Labour and...

  • Page 14
    ... laws in the United States. Prescription drug manufacturers such as AbbVie are also subject to taxes, as well as application, product, user, establishment, and other fees. Compliance with these laws and regulations is costly and materially affects AbbVie's business. Among other effects, health care...

  • Page 15
    ... 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 Services may...

  • Page 16
    ... AbbVie employed approximately 25,000 persons as of January 31, 2014. Outside the United States, some of AbbVie's employees are represented by unions or works councils. AbbVie believes that it has good relations with its employees. Internet Information Copies of AbbVie's Annual Reports on Form...

  • Page 17
    ... or loss of patent protection and licenses may adversely affect AbbVie's future revenues and operating income. AbbVie relies on patent, trademark and other intellectual property protection in the discovery, development, manufacturing, and sale of its products. In particular, patent protection is, in...

  • Page 18
    ... the market of HUMIRA for any reason. AbbVie's research and development efforts may not succeed in developing and marketing commercially successful products and technologies, which may cause its revenue and profitability to decline. To remain competitive, AbbVie must continue to launch new products...

  • Page 19
    ... AbbVie's revenues and operating results to suffer. A portion of AbbVie's near-term pharmaceutical pipeline relies on collaborations with third parties, which may adversely affect the development and sale of its products. AbbVie depends on alliances with pharmaceuticals and biotechnology companies...

  • Page 20
    New products and technological advances by AbbVie's competitors may negatively affect AbbVie's results of operations. AbbVie competes with other research-based pharmaceuticals and biotechnology companies that discover, manufacture, market, and sell proprietary pharmaceutical products and biologics. ...

  • Page 21
    ... 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 of products in its pharmaceutical and biologic manufacturing processes that are sourced from single suppliers. The failure of these...

  • Page 22
    ... role in funding health care services and determining the pricing and reimbursement of pharmaceutical products. Consequently, in those markets, AbbVie is subject to government decision-making and budgetary actions with respect to its products. In particular, many European countries have ongoing...

  • Page 23
    ...with the Office of Inspector 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...

  • Page 24
    ... 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 25
    ... private payers to control patient access to products, may provide payers the leverage to negotiate higher or additional rebates or discounts that could have a material adverse effect on AbbVie's operations. AbbVie has debt obligations that could adversely affect its business and its ability to meet...

  • Page 26
    ... 1, 2013. Therefore, 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 and integrated with Abbott. AbbVie's historical financial...

  • Page 27
    ..., a tax sharing agreement, international commercial operations agreements, finished goods supply agreements, contract manufacturing agreements, an employee matters agreement, a special products master agreement, an information technology agreement, and a transitional trademark license agreement...

  • Page 28
    ... or long-term agreements terminate, AbbVie may not be able to operate its business effectively and its profitability may decline. AbbVie is in the process of creating its own, or engaging third parties to provide, systems and services to replace many of the systems and services Abbott currently...

  • Page 29
    ...to AbbVie stock options. AbbVie anticipates its compensation committee will grant additional stock options or other stock-based awards to its employees. Such awards will have a dilutive effect on AbbVie's earnings per share, which could adversely affect the market price of AbbVie's common stock. 25

  • Page 30
    ... relating to the 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...

  • Page 31
    ... Annual 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. None. ITEM 2. PROPERTIES UNRESOLVED STAFF COMMENTS AbbVie's corporate offices are located at 1 North Waukegan Road, North Chicago, Illinois...

  • Page 32
    ITEM 3. LEGAL PROCEEDINGS Information pertaining to legal proceedings is provided in Note 13 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 ...

  • Page 33
    ... Development, External Affairs and General Counsel Executive Vice President, Chief Financial Officer Executive Vice President, Commercial Operations Senior Vice President, Human Resources Senior Vice President, Operations Vice President, Controller Mr. Gonzalez is AbbVie's Chairman of the Board...

  • Page 34
    ...served as Abbott's Vice President, Internal Audit from 2009 to 2012, and as Divisional Vice President, Controller, Abbott Diagnostics Division from 2003 to 2009. Mr. Hurwich joined Abbott in 1983. The executive officers of AbbVie are elected annually by the board of directors. All other officers are...

  • Page 35
    ... dividend of $0.40 per share was paid on common stock in 2013. On December 12, 2013, AbbVie's board of directors declared a quarterly cash dividend of $0.40 per share payable February 14, 2014 to stockholders of record at the close of business on January 15, 2014. The timing, declaration, amount of...

  • Page 36
    ... Publicly Announced Plans or Programs Period (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Unit) (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1, 2013 - October 31, 2013...

  • Page 37
    ... in November 2012, a higher tax rate and other full year incremental costs of operating as an independent company. (b) On January 4, 2013, the board of directors declared a cash dividend of $0.40 per share of common stock. This dividend was declared from pre-separation earnings and was recorded as...

  • Page 38
    ... on the number of shares of AbbVie common stock outstanding on the distribution date. Refer to Note 4 to the audited consolidated financial statements included under Item 8, ''Financial Statements and Supplementary Data'' for information regarding the calculation of basic and diluted earnings per...

  • Page 39
    ...of revenue in 2013 over the prior year. The company's financial performance also included delivering fully diluted earnings per share of $2.56, while accelerating its investment in research and development and increasing sales and marketing support for new and existing products. In 2013, the company...

  • Page 40
    ... company to maintain a strong operating margin. Research and Development Research and innovation continues to be a key strategic priority for AbbVie. AbbVie's long-term success depends to a great extent on its ability to continue to discover and develop innovative pharmaceutical products and acquire...

  • Page 41
    ...first quarter of 2012. GLPG0634 is currently in Phase IIb development to treat rheumatoid arthritis and may be able to address other autoimmune diseases. In January 2014, a Phase II study to evaluate GLPG0634 to treat Crohn's disease was initiated. • In September 2013, AbbVie entered into a global...

  • Page 42
    ... when added to carboplatin, a chemotherapy, in women with early-stage, triple-negative breast cancer. • ABT-199, a next-generation Bcl-2 inhibitor in development for chronic lymphocytic leukemia. In January 2014, a Phase III evaluation was initiated in collaboration with AbbVie's development...

  • Page 43
    ...record date. AbbVie was incorporated in Delaware on April 10, 2012 and is comprised of Abbott's former research-based pharmaceuticals business. AbbVie's common stock began trading ''regular-way'' under the ticker symbol ''ABBV'' on the New York Stock Exchange on January 2, 2013. Refer to the ''Basis...

  • Page 44
    ... combined financial statements also reflected an allocation of expenses related to certain Abbott corporate functions, including senior management, legal, human resources, finance, information technology and quality assurance. These expenses were allocated to AbbVie based on direct usage or benefit...

  • Page 45
    ... currency basis, global HUMIRA sales increased 15 percent in 2013 and 21 percent in 2012 as a result of market expansion and higher market share across various countries, higher pricing in certain geographies and the global launch of the ulcerative colitis indication in 2012. HUMIRA sales continued...

  • Page 46
    .... AbbVie expects the negative impact of generic competition on sales to continue in 2014. Gross Margin Percent change 2013 2012 years ended December 31 (in millions) 2013 2012 2011 Gross margin as a % of net sales $14,209 $13,872 $12,805 76% 75% 73% 2% 8% The gross profit margin in 2013...

  • Page 47
    ...change 2013 2012 years ended December 31 (in millions) 2013 2012 2011 Research and development as a % of net sales Acquired in-process research and development $2,855 $2,778 $2,618 3% 15% 15% 15% $ 338 $ 288 $ 673 17% 6% (57)% R&D expense in 2013 reflects added funding to support the company...

  • Page 48
    ...year. Income taxes in 2011 also reflected the non-deductibility of a litigation reserve. Transition from Abbott and Cost to Operate as an Independent Company AbbVie's historical financial statements for periods prior to January 1, 2013 are presented on a combined basis and reflect AbbVie's financial...

  • Page 49
    ... related to corporate functions, information technology, and international back office infrastructure. Refer to Note 1 for further description of transactions between AbbVie and Abbott. FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES years ended December 31 (in millions) 2013 2012 2011 Cash...

  • Page 50
    ... relevant by its board of directors. On February 15, 2013, the company announced a $1.5 billion stock repurchase program, which was effective immediately. Purchases of AbbVie common stock may be made from time to time at management's discretion. The plan has no time limit and can be discontinued...

  • Page 51
    ... terms to support the company's growth objectives. Credit Ratings Credit ratings of Baa1 and A assigned to AbbVie in 2012 by Moody's Investor Service and Standard & Poor's Corporate, respectively, have not changed as of December 31, 2013. Unfavorable changes to the ratings may have an adverse impact...

  • Page 52
    ... defined benefit plan subsequent to December 31, 2013. 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 53
    ... the Medicare Part D drug benefit. Pharmacy benefit manager rebates arise from contractual agreements with private health care plans that seek to reduce costs by negotiating discounts with pharmaceuticals manufacturers. Under wholesaler chargeback programs, the wholesaler charges AbbVie back for the...

  • Page 54
    ... Discounts and Returns Cash discounts can be reliably estimated. Product returns can be reliably estimated because AbbVie's historical returns are low, and because sales return terms and other sales terms have remained relatively unchanged for several periods. Pension and Post-Employment Benefits...

  • Page 55
    ... 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, 2013 and will be used in the calculation of net periodic benefit cost in 2014. As of December 31, 2013, a 1% change in assumed...

  • Page 56
    ... AbbVie records at fair value. Transactions involving the purchase or sale of intangible assets occur with some frequency between companies in the pharmaceuticals industry and valuations are usually based on a discounted cash flow analysis incorporating the stage of completion. The discounted cash...

  • Page 57
    ...and Medicaid rebate changes will continue to have a negative effect on AbbVie's gross profit margin in future years. In 2011, AbbVie began recording the annual fee imposed by health care reform legislation on companies that sell branded prescription drugs to specified government programs. The amount...

  • Page 58
    ...that its earnings, 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 9 for further information...

  • Page 59
    ...value at December 31, 2013. A 20 percent decrease is believed to be a reasonably possible near-term change in share prices. Non-Publicly Traded Equity Securities AbbVie holds equity securities from strategic technology acquisitions that are not traded on public stock exchanges. The carrying value of...

  • Page 60
    ... 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 61
    ... Statements of Earnings years ended December 31 (in millions, except per share data) 2013 2012 2011 Net sales Cost of products sold Selling, general and administrative Research and development Acquired in-process research and development Total operating costs and expenses Operating earnings...

  • Page 62
    AbbVie Inc. and Subsidiaries Consolidated Statements of Comprehensive Income years ended December 31 (in millions) 2013 2012 2011 Net earnings Foreign currency translation gain (loss) adjustments, net of tax expense of $71 in 2013 Pension and post-employment benefits, net of tax expense (benefit) ...

  • Page 63
    ... Net parent company investment in AbbVie Inc., prior to separation Stockholders' equity Common stock, $0.01 par value, authorized 4,000,000,000 shares, issued 1,594,260,996 shares in 2013 Common stock held in treasury, at cost, 6,900,434 shares in 2013 Additional paid-in-capital Retained earnings...

  • Page 64
    ..., 2012 Separation-related adjustments Reclassification of parent company net investment in connection with separation Issuance of common stock at separation Net earnings Other comprehensive income, net of tax Dividends declared Share repurchases Stock-based compensation plans, net of tax benefits of...

  • Page 65
    ...denote cash outflows) 2013 2012 2011 Cash flows from operating activities Net earnings Adjustments to reconcile net earnings to net cash from operating activities: Depreciation Amortization of intangible assets Stock-based compensation Acquired in-process research and development Other, net Changes...

  • Page 66
    ...U.S., products are sold primarily to health care providers or through distributors, depending on the market served. On January 1, 2013, AbbVie became an independent, publicly-traded company as a result of the distribution by Abbott Laboratories (Abbott) of 100 percent of the outstanding common stock...

  • Page 67
    ...1, 2013, Abbott provided AbbVie certain services, which included administration of treasury, payroll, employee compensation and benefits, travel and meeting services, public and investor relations, real estate services, internal audit, telecommunications, information technology, corporate income tax...

  • Page 68
    ... for sales rebates, pension and post-employment benefits, income taxes, litigation, valuation of intangible assets and goodwill, financial instruments, and inventory and accounts receivable exposures. Basis of Consolidation The consolidated financial statements as of and for the year ended December...

  • Page 69
    ... 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 70
    ... were reflected as changes in net parent company investment. Cash and Equivalents Cash and equivalents include time deposits and money market funds with original maturities at the time of purchase of three months or less. Investments Short-term investments consist primarily of time deposits and...

  • Page 71
    ... for product liability claims are recorded as assets, on an undiscounted basis, when it is probable that a recovery will be realized. Business Combinations Results of operations of acquired companies are included in AbbVie's results of operations beginning on the respective acquisition dates. Assets...

  • Page 72
    ...incurred prior to regulatory approval in connection with research and development collaboration agreements that provide rights to develop, manufacture, market and/or sell pharmaceutical products. The fair value of IPR&D projects acquired in a business combination are capitalized and accounted for as...

  • Page 73
    ... statements of cash flows, consistent with the underlying hedged item. Refer to Note 9 for information regarding AbbVie's derivative and hedging activities. Note 3 Supplemental Financial Information Interest Expense (Income), Net years ended December 31 (in millions) 2013 2012 2011 Interest...

  • Page 74
    ...398 1,718 $5,734 2013 2012 Deferred income taxes Pension and other post-employment benefits Other Long-term liabilities Note 4 Earnings Per Share $ 570 1,628 1,337 $3,535 $ 360 979 900 $2,239 For periods subsequent to the separation, AbbVie calculated basic earnings per share (EPS) pursuant to...

  • Page 75
    ... number of shares was used to calculate basic and diluted earnings per share since no AbbVie equity awards were outstanding prior to the separation. Note 5 Acquisitions, Collaborations and Other Arrangements In 2013, 2012 and 2011, cash outflows related to collaborations, the acquisition of product...

  • Page 76
    ... timing for achievement. Action Pharma A/S In May 2012, AbbVie recorded a charge to IPR&D of $110 million as a result of the acquisition of ABT-719 (previously referred to as AP214), a drug under development for the prevention of acute kidney injury associated with major cardiac surgery in patients...

  • Page 77
    ...products sold in the consolidated statements of earnings with the remainder recorded in R&D. Included in the charges were cash costs of $76 million which mainly related to employee severance and contractual obligations. In 2012, AbbVie management approved plans to realign its worldwide manufacturing...

  • Page 78
    The following summarizes the cash activity in the restructuring reserve for the years ended December 31, 2013, 2012 and 2011. Restructuring reserves as of December 31, 2010 principally relates to a restructuring plan approved by AbbVie management in 2010. (in millions) Accrued balance at December ...

  • Page 79
    ... with Abbott. The leases generally include renewal options and provide for the company to pay taxes, maintenance, insurance and other operating costs of the leased property. AbbVie also leases office space on a short-term basis typically under cancelable operating leases. Lease expense for 2013 was...

  • Page 80
    ...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 subsidiaries...

  • Page 81
    ... income 2013 2012 2011 (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 $(77) $(11) $ (2) $ - n/a n/a n/a 81 n/a n/a n/a (351) $ 24 $18 Cost of products...

  • Page 82
    ... and short-term investments is 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 83
    ... related to the acquisition of product rights during the second quarter of 2013. The change in fair value recognized in earnings for both years was recognized in net foreign exchange loss (gain) and other (income) expense, net in the consolidated statements of earnings. In addition to the financial...

  • Page 84
    ..., as well as the financial information of the investee, which represents a Level 3 basis of fair value measurement. The fair value of held-to-maturity debt securities was estimated based upon the quoted market prices for the same or similar debt instruments. The fair values of short-term and current...

  • Page 85
    ... product and accounted for approximately 57 percent, 50 percent and 45 percent of AbbVie's total sales in 2013, 2012 and 2011, respectively. Any significant event that adversely affects HUMIRA's revenues could have a material adverse impact on AbbVie's results of operations, financial position...

  • Page 86
    ... the Abbott Laboratories Annuity Retirement Plan on December 31, 2012 automatically became eligible for the AbbVie Pension Plan. During the first quarter of 2013, the AbbVie Pension Plan assumed the obligations and related assets for its employees from the Abbott Laboratories Annuity Retirement Plan...

  • Page 87
    ... the global AbbVie-sponsored defined benefit pension and other post-employment plans. Defined benefit plans 2013 2012 Other post-employment plans 2013 2012 as of and for the years ended December 31 (in millions) Projected benefit obligations Beginning of period Service cost Interest cost Employee...

  • Page 88
    ... plans. Net Periodic Benefit Cost years ended December 31 (in millions) 2013 2012 2011 Defined benefit plans Service cost Interest cost Expected return on plan assets Amortization of actuarial losses and prior service costs Net periodic pension benefit cost Other post-employment plans Service cost...

  • Page 89
    ... 2013 2012 2011 Defined benefit plans Discount rate Expected long-term rate of return on plan assets Expected rate of change in compensation Other post-employment plans Discount rate 4.3% 8.2% 5.0% 4.5% 5.1% 8.5% 4.2% N/A 5.0% 8.5% 4.1% N/A For purposes of measuring post-retirement health care...

  • Page 90
    ... by actively managed accounts, pooled index funds, and mutual funds. (f) Funds having global mandates with the flexibility to allocate capital broadly across a wide range of asset classes and strategies, including but not limited to equities, fixed income, commodities, financial futures, currencies...

  • Page 91
    ...terms as the Abbott Laboratories Stock Retirement Plan. AbbVie employees who were eligible to participate in the Abbott Laboratories Stock Retirement Plan on January 1, 2013 automatically became eligible for the AbbVie Savings Plan. AbbVie recorded expense of $62 million in 2013 related to this plan...

  • Page 92
    ...eligible employees, compensation expense is recognized immediately at the grant date because the employee is able to retain the award without continuing to provide service. Prior to separation, AbbVie employees participated in Abbott's incentive stock program. The AbbVie 2013 Incentive Stock Program...

  • Page 93
    ... between the exercise price and the company's closing stock price on the last day of trading for the year ended December 31, 2013. The total intrinsic value of options exercised in 2013 was $229 million. For options issued under Abbott's incentive stock programs to AbbVie employees prior to the...

  • Page 94
    ...On February 15, 2013, AbbVie's board of directors authorized a $1.5 billion stock repurchase program. Purchases of AbbVie shares may be made from time to time at management's discretion depending on the company's cash flows, net debt level and market conditions. The plan has no time limit and can be...

  • Page 95
    ...three year period ended December 31, 2013. Years ended December 31 (in millions) 2013 2012 2011 Pension and post-employee benefits Amortization of actuarial losses and other Less tax expense Total reclassification, net of tax Other $114 $ 7 $ 2 (35) (-) (1) $ 79 $ 7 $1 In addition to common stock...

  • Page 96
    ... Total earnings before income taxes Income Taxes years ended December 31 (in millions) $ (581) $ 625 5,913 5,100 $5,332 $5,725 $ 626 3,042 $3,668 2013 2012 2011 Current Domestic Foreign Total current taxes Deferred Domestic Foreign Total deferred taxes Total income taxes Effective Tax Rate...

  • Page 97
    ... for continued use in foreign operations. It is not practicable to determine the tax effect of a distribution of these earnings. Unrecognized Tax Benefits years ended December 31 (in millions) 2013 2012 2011 Balance as of January 1 Increase due to current year tax positions Increase due to prior...

  • Page 98
    ... for all income tax uncertainties. AbbVie recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. The amounts expensed and the liabilities accrued are immaterial as of and for the years ended December 31, 2013, 2012 and 2011. Uncertain tax positions are...

  • Page 99
    ... were material to AbbVie's combined statement of cash flows for the year ended December 31, 2012. Two cases are pending in state courts against AbbVie that generally allege Abbott and numerous other pharmaceutical companies reported false pricing information in connection with certain drugs that are...

  • Page 100
    ... rights relating to testosterone gel (a drug AbbVie sells under the trademark AndroGel↧ 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 101
    ... of AbbVie's U.S. sales are to three wholesalers. 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) 2013 2012 2011 HUMIRA...

  • Page 102
    ... the weighted-average basic and diluted shares outstanding was based on the number of shares of AbbVie common stock outstanding on the distribution date. Refer to Note 4 for information regarding the calculation of basic and diluted earnings per common share for the year ended December 31, 2013. 98

  • Page 103
    ...AbbVie Inc. and subsidiaries as of December 31, 2013, and the related consolidated statements of earnings, comprehensive income, equity and cash flows for the year ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express...

  • Page 104
    ...Board of Directors and Shareholders of AbbVie Inc.: We have audited the accompanying combined balance sheet of AbbVie Inc. and subsidiaries (the ''Company'') as of December 31, 2012 and the related combined statements of earnings, comprehensive income, equity and cash flows for each of the two years...

  • Page 105
    ...controls and procedures. The Chief Executive Officer, Richard A. Gonzalez, and the Chief Financial Officer, William J. Chase, evaluated the effectiveness of AbbVie's disclosure controls and procedures as of the end of the period covered by this report, and concluded that AbbVie's disclosure controls...

  • Page 106
    ... 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 107
    ..., and the related consolidated statements of earnings, comprehensive income, equity and cash flows for the year ended December 31, 2013 of AbbVie Inc. and subsidiaries and our report dated February 21, 2014 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Chicago, Illinois February 21...

  • Page 108
    ... the date of the amendment or waiver. In addition, AbbVie will disclose any waiver from the code of business conduct for the other executive officers and for directors on the website. AbbVie has a chief ethics and compliance officer who reports to the chief executive officer and to the public policy...

  • Page 109
    ... material to be included in the 2014 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 2014 Proxy Statement will be filed on or...

  • Page 110
    ... 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 are inapplicable or the information required is shown in the...

  • Page 111
    ... A. GONZALEZ Name: Richard A. Gonzalez Title: Chairman of the Board and Chief Executive Officer Date: February 21, 2014 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. on February 21, 2014 in...

  • Page 112
    ...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). *International Commercial Operations Agreement dated as of December 31, 2012 by and between Abbott Laboratories and AbbVie Inc...

  • Page 113
    ... AbbVie Investments S.` ar.l. *Information Technology Agreement dated as of December 31, 2012 by and between Abbott Laboratories and AbbVie Inc. (incorporated by reference to Exhibit 10.8 of the Company's Current Report on Form 8-K filed on January 2, 2013). *Transitional Trademark License Agreement...

  • Page 114
    ... of 2002. The following financial statements and notes from the AbbVie Inc. Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 21, 2014, formatted in XBRL: (i) Consolidated Statements of Earnings; (ii) Consolidated Statements of Cash Flows; (iii) Consolidated Balance...

  • Page 115
    ... the financial statements and accompanying notes included under Item 8, ''Financial Statements and Supplementary Data'' and Item 7, ''Management's Discussion and Analysis of Financial Condition and Results of Operations.'' Fiscal Year Ended December 31, 2013 2012 2011 2010 2009 Ratio of Earnings to...

  • Page 116
    ...to AbbVie Deferred Compensation Plan, and (4) Registration Statement (Form S-8 No. 333-185564) pertaining to AbbVie Savings Program; of our reports dated February 21, 2014, with respect to the consolidated financial statements of AbbVie Inc. and subsidiaries and the effectiveness of internal control...

  • Page 117
    ... Employee Stock Purchase Plan for Non-U.S. Employees; and Registration Statement No. 333-185561 on Form S-8 for the AbbVie 2013 Incentive Stock Program of our report dated March 15, 2013, relating to the combined financial statements of AbbVie Inc. as of and for the two years ended December 31, 2012...

  • Page 118
    ... committee of AbbVie's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect AbbVie's ability to record, process, summarize and report financial information...

  • Page 119
    ... committee of AbbVie's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect AbbVie's ability to record, process, summarize and report financial information...

  • Page 120
    ...Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ RICHARD A. GONZALEZ Richard A. Gonzalez Chairman of the Board and Chief Executive Officer February 21, 2014 A signed...

  • Page 121
    ...In connection with the Annual Report of AbbVie Inc. (the ''Company'') on Form 10-K for the period ended December 31, 2013 as filed with the Securities and Exchange Commission (the ''Report''), I, William J. Chase, Executive Vice President, Chief Financial Officer of the Company, certify, pursuant to...

  • Page 122
    ... recommends that you vote FOR Items 1, 2, and 3 on the proxy card. The close of business on March 12, 2014, has been fixed as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. AbbVie's 2014 Proxy Statement and 2013 Annual Report on Form...

  • Page 123
    ... Policies Compensation Committee Report ...Compensation Risk Assessment ...Summary Compensation Table ...2013 Grants of Plan-Based Awards ...2013 Outstanding Equity Awards at Fiscal Year-End ...2013 Option Exercises and Stock Vested ...Pension Benefits ...2013 Nonqualified Deferred Compensation...

  • Page 124
    ... INFORMATION ABOUT THE ANNUAL MEETING Who Can Vote Stockholders of record at the close of business on March 12, 2014 will be entitled to notice of and to vote at the Annual Meeting. As of March 12, 2014, AbbVie had 1,596,050,177 outstanding shares of common stock, which are AbbVie's only outstanding...

  • Page 125
    ... instruction card for their shares of AbbVie common stock held in the AbbVie Savings Plan Trust. The Trust is administered by both a trustee and an investment committee. The trustee is Mercer Trust Company. The members of the investment committee are Amarendra Duvvur, William H.S. Preece and Michael...

  • Page 126
    ... company as a result of the distribution by Abbott Laboratories (''Abbott'') of 100% of the outstanding common stock of AbbVie to Abbott's shareholders (the ''Separation''). Each Abbott shareholder of record as of the close of business on December 12, 2012 (the ''Record Date'') received one share...

  • Page 127
    ... a director's reelection at the Annual Meeting, excluding abstentions and broker non-votes. For more information on the director majority vote standard, see AbbVie's By-Laws as listed as an exhibit to AbbVie's 2013 Annual Report on SEC Form 10-K. Class II-Directors Whose Terms Expire in 2014 Robert...

  • Page 128
    ... Allstate Corporation. He served as chief executive officer of Allstate from January 1999 to December 2006, President from January 1995 to May 2005, and chief operating officer from August 1994 to January 1999. Mr. Liddy currently serves on the board of directors of Abbott Laboratories, 3M Company...

  • Page 129
    ... and Canada. As a result of his 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...

  • Page 130
    ... acquired strong management experience overseeing complex multinational businesses operating in highly regulated industries, as well as expertise in finance and capital markets matters. 17JAN201314185103 Class I-Directors Whose Terms Expire in 2016 William H.L. Burnside Age 62 Retired Senior Vice...

  • Page 131
    ...Retired Group Vice President for North American Vehicle Sales, Service and Marketing of General Motors Corporation Mr. Roberts was the emergency financial manager for Detroit Public Schools from 2011 until his retirement in 2013. Previously, he served as managing director of Reliant Equity Investors...

  • Page 132
    ... served. AbbVie encourages its board members to attend the annual stockholder meeting. All of AbbVie's directors attended the 2013 annual stockholder meeting. The board has determined that each of the following directors is independent in accordance with the New York Stock Exchange listing standards...

  • Page 133
    ...non-employee director compensation matters. Aon Hewitt, and its principal, report directly to the chair of the committee. The principal meets regularly, and as needed, with the committee in executive sessions, has direct access to the chair during and between meetings, and performs no other services...

  • Page 134
    ... board members and recommends to the board the nominees for election as directors at the next annual meeting of stockholders, recommends to the board the persons to be elected as executive officers of AbbVie, recommends to the board the corporate governance guidelines applicable to AbbVie, oversees...

  • Page 135
    ...their service under the AbbVie Non-Employee Directors' Fee Plan and the AbbVie 2013 Incentive Stock Program. The following table sets forth the non-employee directors' 2013 compensation. Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) Name Fees Earned or Paid in Cash...

  • Page 136
    ...F. Waddell, 2,535. These numbers include, where applicable, AbbVie restricted stock units issued when AbbVie separated from Abbott Laboratories on January 1, 2013. The AbbVie awards resulted from an anti-dilution adjustment in accordance with terms of the Abbott awards designed to preserve the value...

  • Page 137
    ... the number of shares of AbbVie common stock beneficially owned as of January 31, 2014, by each director, the chief executive officer, the chief financial officer, and the three other most highly paid executive officers (the ''named executive officers''), and by all directors and executive officers...

  • Page 138
    ... number of shares of AbbVie common stock beneficially owned as of December 31, 2013 by BlackRock, Inc., Capital Research Global Investors and The Vanguard Group (directly or through subsidiaries), respectively, the only persons known to AbbVie to own beneficially more than 5% of AbbVie's outstanding...

  • Page 139
    ... assessed in the context of market and business conditions. 2013 was a very successful year for AbbVie financially, operationally and in its pipeline development efforts. AbbVie's stock price performance in 2013 contributed to a 60.7 percent annual total stockholder return, compared to 29.7 percent...

  • Page 140
    ...of the Board and Chief Executive Officer Executive Vice President, Business Development, External Affairs and General Counsel Executive Vice President, Chief Financial Officer Executive Vice President, Commercial Operations Senior Vice President, Human Resources Although we describe our programs in...

  • Page 141
    ..., short-term incentives directly tie named executive officers' pay to both Company and individual results, allowing for Committee discretion to address unforeseen developments. In the aggregate, short-term incentives should be paid roughly at target when results substantially meet expectations...

  • Page 142
    ... of two designated groups of comparable companies. In addition to competing for executive talent, the peer companies also operate complex business operations with significant global reach. The comparison groups for setting targets for compensation for 2013 were as follows: Health Care Companies High...

  • Page 143
    Constituents of the Health Care Companies group generally are AbbVie's competitors for business and executive talent, and are companies the Committee believes represent our competitive market. Generally, constituents of the High-Performing Companies group have a five-year average return on equity of...

  • Page 144
    ... named executive officers, is to grant the award and set the grant price at the same time each year, at the Committee's regularly scheduled February meeting. These meeting dates generally are the third Thursday of February and are scheduled two years in advance. AbbVie's 2013 annual grant was dated...

  • Page 145
    .... Laura J. Schumacher Goals: Successfully continue to develop and implement strategies to effectively resolve key litigation matters; Achieve proprietary pharmaceutical pipeline enhancement objectives; Execute biologics strategic development initiatives; Support research and development initiatives...

  • Page 146
    ...: Support research and development initiatives per company strategy; Secure key strategic pipeline assets for sourced innovation; Support the creation of AbbVie's culture; Build AbbVie's human resources services strategy. Results: Mr. Richmond achieved the above goals in all material aspects. 2013...

  • Page 147
    ...-term incentives, including a 87,040 share stock option grant and an 42,610 share performancevesting restricted stock award. Post-Termination and Other Benefits Each of the benefits described below supports the company's objective of providing a market competitive total rewards program. Individual...

  • Page 148
    ... deferred compensation plan. Named executive officers may defer these amounts to unfunded book accounts or choose to have the amounts paid in cash on a current basis and deposited into individually established grantor trusts, net of tax withholdings. These amounts are credited annually with earnings...

  • Page 149
    ... and Chief Executive Officer and three times base salary for Executive and Senior Vice Presidents. AbbVie directors are required to own AbbVie stock valued at four times the annual fee for service as a director under the AbbVie Non-Employee Directors' Fee Plan within five years of joining the board...

  • Page 150
    ...Since earnings are a key component of stock price performance, this aspect of AbbVie's compensation plan also promotes alignment with stockholder interests. • AbbVie's long-term incentive program focuses named executive officers on longer-term operating performance and stockholder returns. In 2013...

  • Page 151
    ... 2011 825,000 Laura J. Schumacher ...2013 Executive Vice President, 2012 Business Development, 2011 External Affairs and General Counsel William J. Chase ...2013 Executive Vice President, 2012 Chief Financial Officer 2011 Carlos Alban ...2013 Executive Vice President, 2012 Commercial Operations 2011...

  • Page 152
    ... beside each named executive officer's name are for 2013, 2012, and 2011, respectively, as applicable. Negative amounts under the AbbVie Pension Plan and the AbbVie Supplemental Pension Plan are excluded from this column in accordance with SEC rules. AbbVie Pension Plan R. Gonzalez: $3,002 / $(426...

  • Page 153
    ... beside each named executive officer's name are for 2013, 2012, and 2011, respectively, as applicable. Earnings and Pre-2013 Tax Payments for Non-Qualified Defined Benefit and Non-Qualified Defined Contribution Plans (net of the reportable interest included in footnote (5)). R. Gonzalez: $73,532...

  • Page 154
    ...2013 Outstanding Equity Awards at Fiscal Year-End table. (2) During 2013, each of the named executive officers participated in the AbbVie 2013 Performance Incentive Plan. The annual cash incentive award earned by the named executive officer in 2013 under the plan is shown in the Summary Compensation...

  • Page 155
    ...Control-Equity Awards.'' Under the AbbVie 2013 Incentive Stock Program, these options have an exercise price equal to the average of the high and low market prices (rounded up to the next even penny) of one share of AbbVie common stock on the date of grant. These options do not contain a replacement...

  • Page 156
    2013 Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding AbbVie equity awards held by the named executive officers at year-end. Option Awards(1)(2) Stock Awards(1) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not ...

  • Page 157
    ... stock/unit awards outstanding at December 31, 2013 are as follows: Option Awards Number of Unexercised Shares Remaining from Original Grant Stock Awards Number of Shares of Restricted Stock/ Units Vesting- Date Vested 2014 Number of Shares of Restricted Stock/ Units Vesting- Date Vested 2015 Number...

  • Page 158
    ... employment with AbbVie through the vesting date and AbbVie achieving a minimum return on equity target for the period 2013 through 2015. (4) These are restricted stock units that remained outstanding and unvested on December 31, 2013, from an award made on February 18, 2011. The award has a 3-year...

  • Page 159
    ... policy granting extra years of credited service under the plans. The change in control agreements are described in the section of this proxy statement captioned ''Potential Payments upon Termination or Change in Control.'' The compensation considered in determining the pensions payable to the named...

  • Page 160
    ...the employee's 60 highest-paid consecutive calendar months of compensation (salary and non-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...

  • Page 161
    ... to defer compensation under the Deferred Compensation Plan. • In addition to the benefits outlined above for the Pension Plan, the named executive officers are eligible for an additional Supplemental Pension Plan benefit equal to 0.6% of 5-year final average earnings for each year of service for...

  • Page 162
    ... Credited Benefit Last Fiscal Year Service (#) ($)(1) ($) Name Plan Name R. Gonzalez ...AbbVie Pension Plan AbbVie Supplemental Pension Plan L. Schumacher ...AbbVie Pension Plan AbbVie Supplemental Pension Plan W. Chase ...AbbVie Pension Plan AbbVie Supplemental Pension Plan C. Alban ...AbbVie...

  • Page 163
    ...such ten-year period: Mr. Gonzalez, $431,289; Ms. Schumacher, $427,746; Mr. Chase, $296,191; Mr. Alban, $299,627; and Mr. Richmond, $64,659. In addition, the following one-time deposits would have been made under the AbbVie Supplemental Pension Plan for each of the following named executive officers...

  • Page 164
    ...Gonzalez; $53,750 for Ms. Schumacher; $45,833 for Mr. Chase; $42,917 for Mr. Alban; and $21,875 for Mr. Richmond. This long-term disability benefit would continue for up to 18 months following termination of employment. It ends if the named executive officer retires, recovers, dies or ceases to meet...

  • Page 165
    ... compensation or a reduction in the employee's base pay or benefits; or the relocation of the company's principal executive offices to a location that is more than 35 miles from the location of the offices at the time of the change in control. If a change in control had occurred on December 31, 2013...

  • Page 166
    ... 31, 2013 and the surviving company did not assume, convert or replace any of the awards granted after January 2013, then the unvested equity awards of the named executive officers would have vested as follows: • Mr. Gonzalez would have vested in (1) 616,330 unvested AbbVie stock options with...

  • Page 167
    ... of AbbVie's 2012 Annual Report was completed on March 15, 2013, and, therefore, the effective date of Deloitte's dismissal was March 15, 2013. The report of Deloitte on the combined financial statements of AbbVie for the fiscal years ended December 31, 2012 and 2011 did not contain any adverse...

  • Page 168
    ...benefit plans' financial statements, and, in 2012, audits and audit related services in connection with the separation of AbbVie from Abbott, including associated filings with the Securities and Exchange Commission. (3) Tax fees consist principally of professional services for tax compliance and tax...

  • Page 169
    ... 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, 2013 filed with the Securities and Exchange Commission. Audit Committee R. Austin, Chair, W. Burnside, E. Rapp...

  • Page 170
    ...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 counsel...

  • Page 171
    ... law. The provision does not apply to any other cases brought against AbbVie. Other Matters The board of directors knows of no other business to be transacted at the 2014 Annual Meeting of Stockholders, but if any other matters do come before the meeting, it is the intention of the persons named...

  • Page 172
    ... agreement of the nominee addressing matters specified in the 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...

  • Page 173
    statement at their address and would like to request ''householding'' of their communications should contact their broker or bank. General It is important that proxies be returned promptly. Stockholders are urged to vote, regardless of the number of shares of AbbVie common stock owned. Stockholders ...

  • Page 174
    ... 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 175
    ... information AbbVie Inc. Corporate Headquarters 1 North Waukegan Road North Chicago, IL 60064 847.932.7900 abbvie.com Investor Relations Dept. ZZ05, AP34 Corporate Secretary Dept. V364, AP34 Stock Listing The ticker for AbbVie's common stock is ABBV. The principal market for AbbVie common stock...

  • Page 176
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