ABBVAbbVie

Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address how the experience of your Lead Independent Director is brought to bear in connection with your board’s role in risk oversight.

The Company acknowledges the Staff’s comment and advises the Staff that we believe the disclosure set forth in the seventh paragraph under the heading “The

Board of Directors and its Committees” on page 20 of the proxy statement satisfies the requirements of Item 407(h) of Regulation

S-K as such requirements are relevant to this comment. However, we confirm that, in future filings, we will enhance our disclosure to clarify further why we have determined that our leadership structure is appropriate given our specific characteristics or circumstances. Read in the reply ↗

Please expand upon the role that your Lead Independent Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Independent Director may: • represent the board in communications with shareholders and other stakeholders; or • require board consideration of, and/or override your CEO on, any risk matters.

The Company acknowledges the Staff’s comment and advises the Staff that we believe the disclosure set forth in the eighth paragraph under the heading “The

Board of Directors and its Committees” on page 21 of the proxy statement satisfies the requirements of Item 407(h) of Regulation

S-K as such requirements are relevant to this comment.

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To note, the proxy statement disclosure states that the lead independent director

“if requested by major stockholders, ensures that he or she is available for consultation and direct communication as needed” and “if required, represents independent board members externally.” However, we confirm that, in future filings, we will enhance our disclosure regarding the role and experience of our Lead Independent Director.

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Please expand upon how your board administers its risk oversight function. For example, please disclose: • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you

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re-assess your risk environment; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

The Company acknowledges the Staff’s comment and advises the Staff that we believe the disclosure set forth in the third paragraph under the heading “The

Board of Directors and its Committees” on page 20 of the proxy statement satisfies the requirements of Item 407(h) of Regulation

S-K as such requirements are relevant to this comment. However, we confirm that, in future filings, we will enhance our disclosure regarding the board’s administration of its risk oversight function.

We hope that the foregoing has been responsive to the Staff’s comments.

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If you have any questions related to this letter, please contact Jennifer Lagunas at 847-935-0056 or jennifer.lagunas@abbvie.com.

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We note your disclosure regarding the company's stock repurchase programs on page 76 of the Form 10-K and your use of non-GAAP measures in your financial goals for the 2019 fiscal year, as disclosed in your Schedule 14A filed March 23, 2020. Please tell us the impact of stock repurchases, if any, on levels of executive compensation and confirm that you will discuss the impact in future filings.

The Company acknowledges the

Staff’s comment and advises the Staff that the Company’s stock repurchases had no impact on levels of executive compensation for the year ended December 31, 2019 (the “2019 Fiscal Year”). For the 2019 Fiscal Year, the Company’s stock repurchases resulted in an increase to earnings per share (“EPS”) of $0.03.

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EPS is used as a metric to determine the number of performance shares granted to the Company’s senior executives, and its impact is subject to a range.

EPS exceeded the maximum range for the 2019 Fiscal Year and would still have done so if the Company had disregarded the favorable

$0.03 impact. Once the maximum is achieved, no additional performance shares are granted. Therefore, the stock repurchases did not impact the number of performance shares granted.

The Company confirms that, to the extent material to its executive compensation disclosure, it will discuss the impact of stock repurchases on levels of executive compensation in future filings.

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We note that your incentive compensation programs use non-GAAP measures including non-GAAP income before taxes, adjusted diluted earnings per share, non-GAAP operating margins and return on assets. Additionally, we note that Appendix B does not include a reconciliation on non-GAAP Income before taxes and other reconciliations include the line item "Adjusted for specific items" without identifying the items or the

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specific amounts. Please explain the basis for your omission of this information and confirm you will provide it in future filings.

The Company acknowledges the

Staff’s comment and confirms that in future filings it will include a reconciliation of non-GAAP Income before taxes and identify the items or specific amounts of the line item “Adjusted for specific items.” Read in the reply ↗

We note that the forum selection provision included in Article X of your Amended and Restated Certificate of Incorporation identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any "any derivative action or proceeding brought on behalf of the Corporation." Please disclose whether this provision applies to actions arising under the Securities Act or

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Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your disclosure to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

The Company acknowledges the

Staff’s comment and advises the Staff that it will disclose that there is uncertainty whether a court would enforce the exclusive forum provision with respect to claims under federal securities laws in the Description of the Registrant’s Securities Registered

Pursuant to Section 12 of the Securities Exchange Act of 1934, which will be filed as an exhibit to the Company’s Form 10-K for the fiscal year ended December 31, 2020.

We hope that the foregoing has been responsive to the Staff’s comments.

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If you have any questions related to this letter, please contact Jennifer Lagunas at 847-935-0056 or jennifer.lagunas@abbvie.com.

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We note your response to our prior comment 3. In addition, please also revise your disclosure in future filings to clearly state whether the forum selection provision applies to actions arising under the Securities Act or Exchange Act.

The Company acknowledges the Staff’s comment and advises the Staff that it will revise its disclosure in future filings to clearly state whether the forum selection provision applies to actions arising under the Securities Act or Exchange Act.

Securities and Exchange Commission

March 19, 2021

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Jennifer Lagunas at 847-935-0056 or jennifer.lagunas@abbvie.com. Read in the reply ↗

Please provide us with a legal analysis in support of the stated view that the financial statement disclosure requirement is inapplicable given that the elements of Instruction 2 to Item 10 of Schedule TO have not been satisfied due to the “available cash” condition.

Item 10 of Schedule TO requires an offeror to include financial statements if the offeror’s financial condition is material to a security holder’s decision whether to sell, tender or hold the securities sought. The Company does not believe that its financial condition is material to a decision whether to sell, tender or hold AbbVie common stock in the tender offer because (1) the tender offer consideration is solely cash; (2) the Company has sufficient cash on hand to fund the aggregate purchase price in the tender offer; and (3) the size of the tender offer is not material relative to the

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Company’s financial condition.

As disclosed in the Offer to Purchase, dated May 1, 2018, the maximum aggregate purchase price for the tender offer is $7.5 billion. The Company’s total assets, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, is approximately $69.3 billion. Thus, the maximum aggregate purchase price for the shares to be purchased in the tender offer represents only approximately 10.8% of the Company’s assets. Moreover, as of March 31, 2018, the Company held cash, cash equivalents and short-term investments of approximately $9.5 billion, which is greater than the maximum aggregate purchase price for the tender offer. Furthermore, at the low end of the price range in the tender offer, the Company would be purchasing less than 5% of its outstanding shares if the tender offer were fully subscribed. For these reasons, the Company does not believe that the financial statements described in Item 10 of Schedule TO are material to the Company’s shareholders in deciding whether to participate in the tender offer.

In addition, as described in Amendment No. 4, the Company has deemed satisfied and waived the “available cash” condition, and, therefore, the tender offer is no longer subject to any “available cash” condition or any other financing condition. Instruction 2 to Item 10 of Schedule TO provides that financial statements are not considered material when (a) the consideration offered consists solely of cash, (b) the offer is not subject to any financing condition; and (c) the offeror is a public reporting company under the Exchange Act that files reports electronically on EDGAR. The tender offer therefore now falls within the safe harbor of Instruction 2, and the Company respectfully submits that no financial statements are required.

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Advise us, with a view toward revised disclosure, why payment of cash consideration four or five days after offer expiration would still be considered “prompt” within the meaning of the term as used within Rule 13e-4(f)(5) and Rule 14e-1(b).

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Refer also to Exchange Act Release 43069 (July 24, 2000)(expressing a view that payment no later than the third business day after the completion date of the transaction is prompt).

In response to the Staff’s comment, the Company has amended the Offer to Purchase to clarify that the Company will pay the purchase price promptly following the expiration date of the tender offer, and eliminated the statement regarding not expecting to begin making such payments until at least three or five business days following the Expiration Date. Read in the reply ↗

The Offeror represents at page 28 that any determination or judgment by the Offeror concerning the events outlined in the conditions will be “final and binding.” Please revise to remove the implication that security holders may not challenge these determinations or judgments in a court of competent jurisdiction, and make conforming changes throughout the Offer to Purchase if and to the extent necessary.

In response to the Staff’s comment, the Company has amended the Offer to Purchase to eliminate the statement that any determination or judgment by the Offeror concerning the events outlined in the conditions will be “final and binding.” Read in the reply ↗

We noticed that the cash consideration in the offer may be sourced from “new financing.” Please provide the information required by Item 1007(d) with respect to the prospective new indebtedness, or advise us of the legal basis upon which the Offeror relied to ostensibly exclude this information from the Offers to Purchase.

The Company respectfully advises the Staff that the Company has sufficient cash on hand to the fund the aggregate purchase price of the tender offer. The Company has therefore revised the Offer to Purchase to eliminate the reference that the consideration will be sourced from new financing. Read in the reply ↗

The disclosure in this section incorporates a Form 10-K that includes financial statements. Given the representation made in response to Item 10 of Schedule TO that the requirement to disclose financial information was inapplicable, please confirm for us that the Form 10-K information has been voluntarily included by the Offeror or advise.

The Company respectfully advises the Staff that the Form 10-K financial information, as well as the Form 10-Q financial information included in Amendment No. 3 to the Schedule TO filed on May 9, 2018, has been voluntarily included. Read in the reply ↗

We note the representation that tenders will not be accepted from holders in a jurisdiction in which it is determined that the Offeror cannot comply with applicable law. Rule 13e4(f)(8)(i), however, does not exempt from its application offerees in such a jurisdiction.

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Please reconcile the disclosure that implies security holders from such a jurisdiction would be ineligible to participate in tender offer with the requirement of the cited rule provision that the offer be open to all members of the subject class of equity.

In response to the Staff’s comment, the Company has revised the Offer to Purchase so that the language matches the exemption under Rule 13e-4(f)(9)(ii) under the Exchange Act. Read in the reply ↗