UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D. C. 20549

 

 

 

FORM 11-K

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

(Mark One)

 

xANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2024

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to

 

Commission File Number 001-35565

 

A.Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

ABBVIE SAVINGS PROGRAM

 

B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

AbbVie Inc. 

1 North Waukegan Road 

North Chicago, IL 60064

 

 

 

 

 

ABBVIE SAVINGS PLAN

 

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE 

December 31, 2024 and 2023 and for the Year Ended December 31, 2024 

With Report of Independent Registered Public Accounting Firm

 

 

 

ABBVIE SAVINGS PLAN

 

C O N T E N T S 

December 31, 2024 and 2023 and for the Year Ended December 31, 2024

 

  Page
   
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3
   
FINANCIAL STATEMENTS  
   
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 5
   
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 6
   
NOTES TO FINANCIAL STATEMENTS 7
   
SUPPLEMENTAL SCHEDULE 15
   
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) 16

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Plan Participants and the Plan Administrator of AbbVie Savings Plan

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of net assets available for benefits of AbbVie Savings Plan (the Plan) as of December 31, 2024 and 2023, and the related statement of changes in net assets available for benefits for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2024 and 2023, and the changes in its net assets available for benefits for the year ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

3

 

 

Supplemental Schedule Required by ERISA

 

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2024 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ Ernst & Young LLP

 

We have served as the Plan’s auditor since 2018.

 

Chicago, Illinois

 

June 13, 2025

 

4

 

 

AbbVie Savings Plan 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2024 and 2023 

(Dollars in thousands)

 

 

   2024   2023 
Assets          
Investments, at fair value  $13,183,237   $11,550,154 
Employer contributions receivable   128,764    108,530 
Notes receivable from participants   76,683    68,703 
Transactions pending investment   229    16 
           
Total assets   13,388,913    11,727,403 
           
Liabilities          
Accrued investment management fees   104    108 
Transactions pending redemption   999    127 
           
Total liabilities   1,103    235 
           
NET ASSETS AVAILABLE FOR BENEFITS  $13,387,810   $11,727,168 

 

The accompanying notes are an integral part of these statements.

 

5

 

 

AbbVie Savings Plan 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2024

(Dollars in thousands)

 

 

Additions    
Contributions    
Employer  $339,270 
Participant   427,481 
Rollovers   90,174 
      
Total contributions   856,925 
      
Investment income     
Net appreciation in fair value of investments   1,649,244 
Interest and dividends   85,829 
      
Net investment income   1,735,073 
      
Interest income on notes receivable from participants   4,466 
      
Total additions   2,596,464 
      
Deductions     
Benefits paid to participants   931,561 
Other expenses   4,261 
      
Total deductions   935,822 
      
NET INCREASE   1,660,642 
      
Net assets available for benefits     
Beginning of year   11,727,168 
      
End of year  $13,387,810 

 

The accompanying notes are an integral part of this statement.

 

6

 

 

AbbVie Savings Plan

NOTES TO FINANCIAL STATEMENTS

December 31, 2024 and 2023

 

 

NOTE A - DESCRIPTION OF THE PLAN

 

The following description of the AbbVie Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General

 

In general, United States employees of AbbVie Inc. (“AbbVie”) and selected participating subsidiaries and affiliates may, after their date of hire, voluntarily participate in the Plan. Any eligible employee who begins employment or re-employment on or after January 1, 2022, and any eligible employee who first becomes eligible to participate in the Plan on or after January 1, 2022, shall be covered by the AbbVie Savings Plan Plus (“ASP+”) provisions set forth in the Plan document. The ASP+ provisions provide for automatic enrollment into the Plan and matching contribution and annual company contribution formulas that differ from those that apply to participants who joined the Plan before January 1, 2022. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

 

Empower Retirement serves as the recordkeeper and Empower Trust Company, LLC (“Custodian” and “Trustee”) serves as the custodian and trustee.

 

Contributions and Vesting

 

Contributions to the Plan are paid to the AbbVie Savings Plan Trust (“Trust”). The Trust is administered by the Trustee and an investment committee comprised of AbbVie employees (the “Committee”).

 

Eligible employees electing to participate may choose to make their contributions from pre-tax earnings, after-tax earnings or both. The Plan permits Roth 401(k) after-tax contributions and a Roth 401(k) conversion feature. Participants who have attained age 50 before the end of the Plan year and who are making the maximum pre-tax or Roth contributions are eligible to make catch-up contributions. The pre-tax contributions are an elective deferral feature, which is a cash or deferred arrangement under the provisions of Section 401(k) of the Internal Revenue Code (“IRC”). All the contributions are subject to certain limitations of the IRC. Participant contributions may be invested in any of the investment options offered by the Plan.

 

Eligible employees who are not covered by ASP+ and who elect to participate in the Plan may contribute from 2% to 50% of their eligible earnings to the Trust. Eligible employees covered by ASP+ and who elect to participate in the Plan may contribute from 1% to 50% of their eligible earnings to the Trust. Following the 30-day period from an employee’s hire or eligibility date, employees covered by ASP+ who have not affirmatively enrolled in the Plan and elected a specified contribution type and percentage or who have not opted out of automatic contributions, will be automatically enrolled in the Plan to contribute 3% of their pre-tax earnings.

 

7

 

 

AbbVie Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

 

NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Contributions and Vesting - Continued

 

Employer matching contributions to the Plan are made each payroll period based on the participating employees’ eligible earnings. Catch-up contributions are not eligible for matching contributions. The amount of the employer matching contribution for participants not covered by ASP+ is determined by the Board of Directors of AbbVie and, for the year ended December 31, 2024, was 5% of the participant’s eligible earnings if the employee elected to contribute at least 2% to the Plan. For participants covered by ASP+, contributions are matched dollar for dollar up to 6% of the participant’s eligible earnings.

 

In addition, ASP+ participants receive an annual employer contribution if the ASP+ participant is employed by AbbVie on the last day of the Plan year or separated from employment during the Plan year due to death or qualifying retirement. The annual employer contribution is equal to a percentage of eligible compensation based on each eligible ASP+ participant’s age plus years of credited service according to the following schedule:

 

Age + Years of Credited Service (whole years)  Contribution Percentage 
Less than 30   2%
30-39   3%
40-49   4%
50-59   5%
60-69   6%
70 or more   7%

 

Employer contributions are invested according to the employee’s investment elections.

 

The Plan offers a variety of investment options, including AbbVie common shares. AbbVie was established by the January 1, 2013 separation of Abbott Laboratories (“Abbott”) into two publicly traded companies. The separation was a tax-free distribution where Abbott shareholders received one share of AbbVie stock for every share of Abbott held as of the close of business on December 12, 2012, the record date for the distribution. Effective January 1, 2013, AbbVie participants may no longer make new contributions or transfer funds to purchase Abbott stock in the Plan; however, they may continue to hold Abbott stock in their Plan accounts.

 

Cash dividends on shares of AbbVie common shares are (1) paid in cash to the participants or beneficiaries, (2) paid to the Plan and distributed in cash to participants or beneficiaries no later than 90 days after the close of the Plan year in which paid or (3) paid to the Plan and credited to the applicable accounts in which shares are held, as elected by each participant or beneficiary in accordance with rules established by the Plan administrator.

 

8

 

 

AbbVie Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

 

NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Contributions and Vesting - Continued

 

Participants are at all times fully vested in their own contributions and earnings thereon. Vesting in employer matching contributions is based on the following vesting schedule:

 

   Vesting 
Years of Credited Service  Percentage 
Less than 2 years   0%
2 years or more   100%

 

Vesting in the annual employer contribution for ASP+ participants is based on the following vesting schedule:

 

   Vested 
Years of Credited Service  Percentage 
Less than 1   0%
1   20%
2   40%
3   60%
4   80%
5 or more   100%

 

Non-vested portions of employer contributions and earnings thereon are forfeited upon the earlier of (a) the date of distribution of the vested portion of the participant’s full balance or (b) the date on which the participant incurs five consecutive “break years” (i.e., a 12-consecutive month period of severance). Forfeitures are used to (1) restore any forfeitures of participants who are reemployed with AbbVie before incurring five consecutive break years, (2) fund corrective allocations or contributions and/or (3) reduce future employer contributions. In 2024, forfeitures reduced AbbVie’s employer contributions by approximately $3.8 million. Approximately $1.8 million and $1.4 million of forfeitures were available at the end of 2024 and 2023, respectively.

  

Distributions

 

Following retirement, termination or death, participants or their beneficiaries receive distributions in cash and/or AbbVie common shares and may receive them in installments, lump sums or direct rollovers, as applicable. Also, participants may elect to defer distribution to a future date but, after termination of employment, distribution must be made or commence by the 1st of April following the year the participant reaches age 73. When participants defer distributions, their account

 

9

 

 

AbbVie Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

 

NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Distributions - Contributions

 

balance remains in the Plan, and they may continue to transfer funds among the Plan’s investment options. In-service withdrawals are available in certain circumstances as defined by the Plan. The Plan also permits hardship withdrawals for participants who meet the criteria outlined in the Plan document.

 

Administrative Expenses

 

Investment fees for mutual funds and collective trusts are charged against the net assets of the respective fund. All other expenses incident to the administration of the Plan and Trust are charged to the Trust, except to the extent AbbVie pays such expenses directly. Expenses paid by AbbVie are excluded from these financial statements. To the extent that any expense is specifically attributable to a participant’s account (including, but not limited to, a managed account service fee, loan fee, Qualified Domestic Relations Order review fee, brokerage fee, or check fee), such expense is charged to the account of the participant.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions and AbbVie’s contributions and allocations of plan earnings and charged with any participant account fees. Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment options. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Notes Receivable from Participants

 

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance, subject to IRC limitations and restrictions and Plan rules, and may have one or two loans outstanding. The loans are secured by the balance in the participant’s account. Participants pay interest on such loans at the prime rate on the first business day of the month the loan is made. Loans must be repaid within five years unless the loan is used for the purchase of the primary residence of the employee, in which case the repayment period can be extended to a period of fifteen years. Repayment is made through periodic payroll deductions, but a loan may be repaid in a lump sum at any time. For employees terminating employment with AbbVie during the repayment period who do not repay their loan before distribution of their Plan account, the balance of the outstanding loan is netted from their Plan distribution.

 

10

 

 

AbbVie Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

  

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The financial statements have been prepared using the accrual basis of accounting.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results may differ from those estimates.

 

Investment Valuation

 

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan uses the following methods and significant assumptions to estimate the fair value of investments:

 

Interest bearing cash - Valued at its holding amount.

 

Common stock, mutual funds and collective trust funds - Valued at the published net asset value (“NAV”) or market price per share.

 

Self-directed brokerage accounts - Include various securities, mainly consisting of cash and cash equivalents, common stock, exchange-traded funds, and mutual funds, which are valued at the closing price reported in the active market in which the securities are traded.

 

The fair value hierarchy under the accounting standard for fair value measurements consists of the following three levels:

 

·Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets that the Plan has the ability to access;
·Level 2 – Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market; and

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

 

11

 

 

AbbVie Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Investment Valuation - Continued

 

The following tables set forth the fair value hierarchy levels of the Plan’s assets at fair value at December 31, (dollars in thousands):

  

  Basis of Fair Value Measurement      
2024  Level 1   Level 2   Level 3   Total 
Interest bearing cash  $93   $-   $-   $93 
Common stock   2,583,223    -    -    2,583,223 
Mutual funds   3,255    -    -    3,255 
Collective trust funds   10,447,456    -    -    10,447,456 
Self-directed brokerage accounts   149,210    -    -    149,210 
Total assets at fair value  $13,183,237   $-   $-   $13,183,237 

 

   Basis of Fair Value Measurement    
2023  Level 1   Level 2   Level 3   Total 
Interest bearing cash  $73   $-   $-   $73 
Common stock   2,394,792    -    -    2,394,792 
Mutual funds   2,328    -    -    2,328 
Collective trust funds   9,056,646    -    -    9,056,646 
Self-directed brokerage accounts   96,315    -    -    96,315 
Total assets at fair value  $11,550,154   $-   $-   $11,550,154 

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid balance plus any accrued but unpaid interest. Delinquent loans are reclassified as distributions based upon the terms of the Plan. No allowance for credit losses has been recorded as of December 31, 2024 and 2023.

 

Investment Income Recognition

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Net realized and unrealized appreciation/depreciation is recorded in the accompanying statement of changes in net assets available for benefits as net appreciation in fair value of investments.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

12

 

 

AbbVie Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

 

NOTE C - INVESTMENTS

 

A summary of AbbVie common share data as of December 31, is presented below:

 

   2024   2023 
AbbVie common shares, 12,340,181 and 12,728,885 shares, respectively, (dollars in thousands)  $2,192,850   $1,972,595 
Market value per share  $177.70   $154.97 

 

In general, the investments provided by the Plan are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant accounts and the amounts reported in the statements of net assets available for benefits.

 

NOTE D - RELATED-PARTY AND PARTY-IN-INTEREST TRANSACTIONS

 

The Plan invests in the common stock of AbbVie. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transaction rules under ERISA. During 2024, the Plan received $77.6 million in common stock dividends from AbbVie.

 

Participants pay fees to the recordkeeper for loan and withdrawal transaction processing and also pay commissions on purchases and sales of AbbVie shares and sales of Abbott stock. These transactions qualify as permitted party-in-interest transactions.

 

NOTE E - PLAN TERMINATION

 

The Plan may be terminated or contributions discontinued at any time by AbbVie upon written notice to the Trustee and the Committee. All participants’ account balances are fully vested upon Plan termination. Upon termination of the Plan, distributions of each participant’s share in the Trust, as determined by the terms of the Plan, will be made to each participant. At the present time, AbbVie has no intention of terminating the Plan.

 

13

 

 

AbbVie Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

 

NOTE F - TAX STATUS

 

The Plan has received a determination letter from the IRS dated August 20, 2018, stating that the Plan is qualified under Section 401(a) of the IRC, and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualified status. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes the Plan, as amended and restated, is qualified and the related trust is tax-exempt.

 

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS or other applicable taxing authorities. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

 

NOTE G - SUBSEQUENT EVENTS

 

Effective January 1, 2025, ImmunoGen, Inc., a wholly owned subsidiary of AbbVie as of February 12, 2024, became a participating employer in the Plan. On March 3, 2025, the ImmunoGen, Inc. 401(k) Plan and Trust merged into the Plan and net assets totaling approximately $62.6 million were transferred into the Plan.

 

Also effective January 1, 2025, Cerevel Therapeutics, LLC, a wholly owned subsidiary of AbbVie as of August 1, 2024, became a participating employer in the Plan. On March 3, 2025, the Cerevel Therapeutics LLC 401(k) Plan merged into the Plan and net assets totaling approximately $41.4 million were transferred into the Plan.

 

AbbVie has evaluated subsequent events and other than previously disclosed, there were no additional subsequent events that require recognition or additional disclosure in these financial statements.

 

14

 

 

SUPPLEMENTAL SCHEDULE

 

15

 

 

AbbVie Savings Plan 

EIN: 320375147, Plan Number: 001 

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2024

(Dollars in thousands)

 

Identity of party involved/      Current 
description of asset/ rate/ maturity  Cost (a)   value 
*AbbVie Inc., common shares       $2,192,850 
           
Abbott Laboratories, common shares       390,373 
           
Interest bearing cash        93 
           
Money market fund         
Vanguard Federal Money Market        3,255 
           
Collective trust funds          
Capital Group EuroPacific Growth Trust, Class U2        285,481 
Capital Group Growth Fund of America, Class U4        1,049,423 
Capital Group Washington Mutual Investors Trust, Class U3        432,285 
Diamond Hill Small/Mid-Cap Portfolio        221,010 
Galliard Stable Return Fund W        329,610 
Galliard Managed Income Fund Core        93,671 
State Street Target Retirement 2020 Securities Lending Series Fund Class IV        158,023 
State Street Target Retirement 2025 Securities Lending Series Fund Class IV        383,013 
State Street Target Retirement 2030 Securities Lending Series Fund Class IV        587,205 
State Street Target Retirement 2035 Securities Lending Series Fund Class IV        649,508 
State Street Target Retirement 2040 Securities Lending Series Fund Class IV        665,526 
State Street Target Retirement 2045 Securities Lending Series Fund Class IV        540,877 
State Street Target Retirement 2050 Securities Lending Series Fund Class IV        377,027 
State Street Target Retirement 2055 Securities Lending Series Fund Class IV        236,043 
State Street Target Retirement 2060 Securities Lending Series Fund Class IV        129,236 
State Street Target Retirement 2065 Securities Lending Series Fund Class IV        41,704 
State Street Target Retirement Income Securities Lending Series Fund Class IV        79,430 
State Street Global Allcap Equity Ex-US Index Securities Lending Series Fund Class II        593,567 
State Street Russell Small/Mid Index Securities Lending Series Fund Class II        741,771 
State Street S&P 500 Index Securities Lending Series Fund Class II        2,266,907 
State Street US Bond Index Securities Lending Series Fund Class XIV        227,545 
TCW Metwest Total Return Bond Fund Class A        358,594 
           
Self-directed brokerage accounts        149,210 
           
*Loans to participants, 3.25% to 8.50%        76,683 
           
        $13,259,920 

 

*Represents a party-in-interest transaction.

 

(a) Cost information omitted as all investments are fully participant directed.

 

16

 

 

ABBVIE PUERTO RICO SAVINGS PLAN

 

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

December 31, 2024 and 2023 and for the Year Ended December 31, 2024

With Report of Independent Registered Public Accounting Firm

 

 

 

 

AbbVie Puerto Rico Savings Plan

 

C O N T E N T S

December 31, 2024 and 2023 and for the Year Ended December 31, 2024

 

  Page
   
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3
   
FINANCIAL STATEMENTS  
   
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 5
   
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 6
   
NOTES TO FINANCIAL STATEMENTS 7
   
SUPPLEMENTAL SCHEDULE 15
   
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) 16

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Plan Participants and the Plan Administrator of AbbVie Puerto Rico Savings Plan

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of net assets available for benefits of AbbVie Puerto Rico Savings Plan (the Plan) as of December 31, 2024 and 2023, and the related statement of changes in net assets available for benefits for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2024 and 2023, and the changes in its net assets available for benefits for the year ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

3

 

 

Supplemental Schedule Required by ERISA

 

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2024 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ Ernst & Young LLP

 

We have served as the Plan’s auditor since 2018.

 

Chicago, Illinois

 

June 13, 2025

 

4

 

 

AbbVie Puerto Rico Savings Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2024 and 2023

(Dollars in thousands)

 

   2024   2023 
Assets          
Cash  $56   $5 
Investments, at fair value   552,504    492,629 
Employer contributions receivable   1,345    915 
Notes receivable from participants   6,230    5,347 
           
NET ASSETS AVAILABLE FOR BENEFITS  $560,135   $498,896 

 

The accompanying notes are an integral part of these statements.

 

5

 

 

AbbVie Puerto Rico Savings Plan

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2024

(Dollars in thousands)

 

Additions    
Contributions    
Employer  $6,536 
Participant   12,053 
Rollovers   38 
      
Total contributions   18,627 
      
Investment income     
Net appreciation in fair value of investments   58,511 
Interest and dividends   12,211 
      
Net investment income   70,722 
      
Interest income on notes receivable from participants   370 
      
Total additions   89,719 
      
Deductions     
Benefits paid to participants   28,093 
Other expenses   387 
      
Total deductions   28,480 
      
NET INCREASE   61,239 
      
Net assets available for benefits     
Beginning of year   498,896 
      
End of year  $560,135 

 

The accompanying notes are an integral part of this statement.

 

6

 

 

AbbVie Puerto Rico Savings Plan

NOTES TO FINANCIAL STATEMENTS

December 31, 2024 and 2023

 

NOTE A - DESCRIPTION OF THE PLAN

 

The following description of the AbbVie Puerto Rico Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General

 

In general, employees of AbbVie Inc.’s (“AbbVie”) selected subsidiaries and affiliates in Puerto Rico (the “Company”) may, after their date of hire, voluntarily participate in the Plan. Any eligible employee who begins employment or re-employment on or after January 1, 2022, and any eligible employee who first becomes eligible to participate in the Plan on or after January 1, 2022, shall be covered by the AbbVie Puerto Rico Savings Plan Plus (“ASP+”) provisions set forth in the Plan document. The ASP+ provisions provide for automatic enrollment into the Plan and matching contribution and annual employer contribution formulas that differ from those that apply to participants who joined the Plan before January 1, 2022. The Plan’s sponsor is AbbVie Ltd. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

 

Empower Retirement serves as the recordkeeper of the Plan and Empower Trust Company, LLC (“Custodian”) serves as the custodian. Banco Popular de Puerto Rico serves as trustee (“Trustee”) of the Plan.

 

Contributions and Vesting

 

Contributions to the Plan are paid to the AbbVie Puerto Rico Savings Plan Trust (“Trust”). The Trust is administered by the Trustee, the Custodian, and an investment committee comprised of AbbVie employees (the “Committee”).

 

Eligible employees electing to participate may choose to make their contributions from either pre-tax earnings or after-tax earnings or both, subject to certain limitations. Participants who have attained age 50 before the end of the Plan year and who are making the maximum pre-tax contribution are eligible to make catch-up contributions. Participants’ pre-tax contributions are an elective deferral feature, which is a cash or deferred arrangement under the provisions of Section 1081.01(d) of the Puerto Rico Internal Revenue Code of 2011 (“Puerto Rico Code”), as amended. All the contributions are subject to certain limitations of the Puerto Rico Code. Participant contributions may be invested in any of the investment options offered by the Plan.

 

7

 

 

AbbVie Puerto Rico Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Contributions and Vesting - Continued

 

Eligible employees who are not covered by ASP+ and who elect to participate in the Plan may contribute from 2% to 50% of their eligible earnings to the Trust. Eligible employees covered by ASP+ and who elect to participate in the Plan may contribute from 1% to 50% of their eligible earnings to the Trust. Following the 30-day period from an employee’s hire or eligibility date, employees covered by ASP+ who have not affirmatively enrolled in the Plan and elected a specified contribution type and percentage or who have not opted out of automatic contributions, will be automatically enrolled in the Plan to contribute 3% of their pre-tax earnings.

 

Employer matching contributions to the Plan are made each payroll period based on the participating employees’ eligible earnings. Catch-up contributions are not eligible for matching contributions. The amount of the employer matching contribution for participants not covered by ASP+ is determined by the Board of Directors of AbbVie Ltd. and for the year ended December 31, 2024, was 5% of the participant’s eligible earnings if the employee elected to contribute at least 2% to the Plan. For participants covered by ASP+, contributions are matched dollar for dollar up to 6% of the participant’s eligible earnings.

 

In addition, ASP+ participants receive an annual employer contribution if the ASP+ participant is employed by the Company on the last day of the Plan year or separated from employment during the Plan year due to death or qualifying retirement. The annual employer contribution is equal to a percentage of eligible compensation based on each eligible ASP+ participant’s age plus years of credited service according to the following schedule:

 

Age + Years of Credited Service (whole years)  Contribution Percentage 
Less than 30   2%
30-39   3%
40-49   4%
50-59   5%
60-69   6%
70 or more   7%

 

Employer contributions are invested according to the employee’s investment elections.

 

The Plan offers a variety of investment options, including AbbVie common shares. AbbVie was established by the January 1, 2013 separation of Abbott Laboratories (“Abbott”) into two publicly traded companies. The separation was a tax-free distribution where Abbott shareholders received one share of AbbVie stock for every share of Abbott held as of the close of business on December 12, 2012, the record date for the distribution. Effective January 1, 2013, AbbVie participants may no longer make new contributions or transfer funds to purchase Abbott stock in the Plan; however, they may continue to hold Abbott stock in their Plan accounts.

 

8

 

 

AbbVie Puerto Rico Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Contributions and Vesting - Continued

 

Participants are at all times fully vested in their own contributions and earnings thereon. Vesting in employer matching contributions is based on the following vesting schedule:

 

   Vesting 
Years of Credited Service  Percentage 
Less than 2 years   0%
2 years or more   100%

 

Vesting in the annual employer contribution for ASP+ participants is based on the following vesting schedule:

 

   Vested 
Years of Credited Service  Percentage 
Less than 1   0%
1   20%
2   40%
3   60%
4   80%
5 or more   100%

 

Non-vested portions of employer contributions and earnings thereon are forfeited upon the earlier of (a) the date of distribution of the vested portion of the participant’s full balance or (b) the date on which the participant incurs five consecutive “break years” (i.e., a 12-consecutive month period of severance). Forfeitures are used to (1) restore any forfeitures of participants who are reemployed with the Company before incurring five consecutive break years, (2) fund corrective allocations or contributions and/or (3) reduce future employer contributions. In 2024, approximately $93,300 of forfeitures were used to reduce AbbVie’s employer contributions. As of December 31, 2024 and 2023, approximately $34,600 and $29,600, respectively, of forfeitures were available.

 

Distributions

 

Following retirement, termination or death, participants or their beneficiaries receive a distribution in cash, AbbVie common shares or direct rollovers, as applicable. Also, participants may elect to defer distribution to a future date, but, after termination of employment, distribution must be made or commence by the 1st of April following the year the participant reaches age 73. When participants defer distributions, their account balance remains in the Plan, and they may continue

 

9

 

 

AbbVie Puerto Rico Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Distributions - Continued

 

to transfer funds among the Plan’s investment options. Prior to separation of service, participants are permitted to withdraw their rollover contributions and their after-tax contributions in shares or in cash, subject to certain limitations. In-service withdrawals are available in certain other circumstances as defined by the Plan. The Plan also permits hardship withdrawals for participants who meet the criteria outlined in the Plan document.

 

Administrative Expenses

 

Investment fees for mutual funds and collective trusts are charged against the net assets of the respective fund. All other expenses incident to the administration of the Plan and Trust are charged to the Trust, except to the extent the Company pays such expenses directly. Expenses paid by the Company are excluded from these financial statements. To the extent that any expense is specifically attributable to a participant’s account (including, but not limited to, a managed account service fee, loan fee, Qualified Domestic Relations Order review fee, brokerage fee, or check fee), such expense is charged to the account of the participant.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions and employer contributions and allocations of plan earnings and charged with any participant account fees. Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment options. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Notes Receivable from Participants

 

Participants may borrow from their accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance, subject to the Puerto Rico Code limitations and restrictions and Plan rules, and may have one or two loans outstanding. The loans are secured by the balance in the participant’s account. Participants pay interest on such loans at the prime rate on the first business day of the month the loan is made. Loans must be repaid within five years unless the loan is used for the purchase of the primary residence of the employee, in which case the repayment period can be extended to a period of fifteen years. Repayment is generally made through periodic payroll deductions but a loan may be repaid in a lump sum at any time. For employees terminating employment with AbbVie during the repayment period who do not repay their loan before distribution of their Plan account, the balance of the outstanding loan is netted from their Plan distribution.

 

10

 

 

AbbVie Puerto Rico Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The financial statements have been prepared using the accrual basis of accounting.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results may differ from those estimates.

 

Investment Valuation

 

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan uses the following methods and significant assumptions to estimate the fair value of investments:

 

Interest bearing cash - Valued at its holding amount.

 

Common stock, mutual funds and collective trust funds - Valued at the published net asset value (“NAV”) or market price per share.

 

Self-directed brokerage accounts - Include various securities, mainly consisting of cash and cash equivalents, common stock, and exchange-traded funds, which are valued at the closing price reported in the active market in which the securities are traded.

 

The fair value hierarchy under the accounting standard for fair value measurements consists of the following three levels:

 

·Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets that the Plan has the ability to access;
·Level 2 – Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market; and
·Level 3 – Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company’s management about the assumptions market participants would use in pricing the asset or liability.

 

11

 

 

AbbVie Puerto Rico Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Investment Valuation - Continued

 

The following tables set forth the fair value hierarchy levels of the Plan’s assets at fair value at December 31, (dollars in thousands):

 

   Basis of Fair Value Measurement     
2024  Level 1   Level 2   Level 3   Total 
Common stock  $276,713   $-   $-   $276,713 
Mutual funds   41,065    -    -    41,065 
Collective trust funds   233,155    -    -    233,155 
Self-directed brokerage accounts   1,571    -    -    1,571 
Total assets at fair value  $552,504   $-   $-   $552,504 

 

   Basis of Fair Value Measurement     

2023

  Level 1   Level 2   Level 3   Total 
Interest bearing cash   $20   $-   $-   $20 
Common stock   248,885    -    -    248,885 
Mutual funds   33,152    -    -    33,152 
Collective trust funds   210,572    -    -    210,572 
Total assets at fair value  $492,629   $-   $-   $492,629 

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid balance plus any accrued but unpaid interest. Delinquent loans are reclassified as distributions based upon the terms of the Plan. No allowance for credit losses has been recorded as of December 31, 2024 and 2023.

 

Investment Income Recognition

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net realized and unrealized appreciation/depreciation is recorded in the accompanying statement of changes in net assets available for benefits as net appreciation in fair value of investments.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

12

 

 

AbbVie Puerto Rico Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

NOTE C - INVESTMENTS

 

A summary of AbbVie common share data as of December 31, is presented below:

 

   2024   2023 
AbbVie common shares, 1,290,504 and 1,289,881, respectively (dollars in thousands)  $229,322   $199,893 
Market value per share  $177.70   $154.97 

 

In general, the investments provided by the Plan are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant accounts and the amounts reported in the statements of net assets available for benefits.

 

NOTE D - RELATED-PARTY AND PARTY-IN-INTEREST TRANSACTIONS

 

The Plan invests in the common stock of AbbVie. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transaction rules under ERISA. During 2024, the Plan received $7.8 million in common stock dividends from AbbVie.

 

Participants pay fees to the recordkeeper for loan and withdrawal transaction processing and also pay commissions on purchases and sales of AbbVie shares and sales of Abbott stock. These transactions qualify as permitted party-in-interest transactions.

 

NOTE E - PLAN TERMINATION

 

The Plan may be terminated or contributions discontinued at any time by AbbVie Ltd. upon written notice to the Trustee and Committee. All participants’ account balances are fully vested upon Plan termination. Upon termination of the Plan, distributions of each participant’s share in the Trust, as determined by the terms of the Plan, will be made to each participant. At the present time, AbbVie has no intention of terminating the Plan.

 

13

 

 

AbbVie Puerto Rico Savings Plan

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2024 and 2023

 

NOTE F - TAX STATUS

 

The Plan has received a determination letter from the Commonwealth of Puerto Rico’s Department of Treasury (“Treasury”) dated February 6, 2024, stating that the Plan is qualified under Section 1081.01 of the Puerto Rico Code, and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Treasury, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Puerto Rico Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Puerto Rico Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

 

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the applicable taxing authorities. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

 

NOTE G - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events and there were no subsequent events that require recognition or additional disclosure in these financial statements.

 

14

 

 

SUPPLEMENTAL SCHEDULE

 

15

 

 

AbbVie Puerto Rico Savings Plan

EIN: 980429860, Plan Number: 002

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2024

(Dollars in thousands)

 

Identity of party involved/      Current 
description of asset  Cost (a)   value 
*AbbVie Inc., common stock       $229,322 
           
Abbott Laboratories, common stock        47,391 
           
Money market fund          
Vanguard Federal Money Market Fund        38 
           
Mutual funds          
American Funds EuroPacific Growth Fund, Class R6        6,418 
American Funds Growth Fund of America, Class R6        27,326 
American Funds Washington Mutual Investors Fund, Class R6        7,283 
           
Collective trust fund          
Diamond Hill Small/Mid-Cap Portfolio R3        2,563 
State Street Target Retirement 2020 Securities Lending Series Fund Class IV        8,003 
State Street Target Retirement 2025 Securities Lending Series Fund Class IV        12,878 
State Street Target Retirement 2030 Securities Lending Series Fund Class IV        15,926 
State Street Target Retirement 2035 Securities Lending Series Fund Class IV        11,105 
State Street Target Retirement 2040 Securities Lending Series Fund Class IV        8,552 
State Street Target Retirement 2045 Securities Lending Series Fund Class IV        5,611 
State Street Target Retirement 2050 Securities Lending Series Fund Class IV        2,788 
State Street Target Retirement 2055 Securities Lending Series Fund Class IV        3,104 
State Street Target Retirement 2060 Securities Lending Series Fund Class IV        2,368 
State Street Target Retirement 2065 Securities Lending Series Fund Class IV        1,589 
State Street Target Retirement Income Securities Lending Series Fund Class IV        3,495 
State Street Global Allcap Equity Ex-US Index Securities Lending Series Fund Class II        24,375 
State Street Russell Small/Mid Index Securities Lending Series Fund Class II        15,933 
State Street S&P 500 Index Securities Lending Series Fund Class II        53,038 
State Street US Bond Index Securities Lending Series Fund Class XIV        9,545 
TCW Metwest Total Return Bond Fund Class A        14,518 
Galliard Stable Return Fund Class X        37,764 
Self-directed brokerage accounts        1,571 
           
*Loans to participants, 3.25% to 8.50%        6,230 
           
        $558,734 

 

*Represents a party-in-interest transaction.

 

(a) Cost information omitted as all investments are fully participant directed.    

 

16

 

 

EXHIBIT INDEX

 

Exhibit No.   Exhibit
     
23.1   Consent of Independent Registered Public Accounting Firm — AbbVie Savings Plan
     
23.2   Consent of Independent Registered Public Accounting Firm — AbbVie Puerto Rico Savings Plan

 

 

 

 

SIGNATURE

 

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ABBVIE SAVINGS PROGRAM  
   
Date: June 13, 2025 By: /s/ Demetris Crum
    Demetris Crum
    Plan Administrator

 

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-185564) pertaining to the AbbVie Savings Program of AbbVie Inc. of our report dated June 13, 2025, with respect to the financial statements and schedule of the AbbVie Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2024.

 

/s/ Ernst & Young LLP

 

Chicago, Illinois

June 13, 2025

 

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-185564) pertaining to the AbbVie Savings Program of AbbVie Inc. of our report dated June 13, 2025, with respect to the financial statements and schedule of the AbbVie Puerto Rico Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2024.

 

/s/ Ernst & Young LLP

 

Chicago, Illinois

June 13, 2025

 

 

 


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