8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _____________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2023

ABBVIE INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35565	32-0375147
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

 _____________________________________________________

1 North Waukegan Road

North Chicago, Illinois 60064-6400

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:  (847) 932-7900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐                      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐                      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐                      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐                      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	ABBV	New York Stock Exchange
		Chicago Stock Exchange
1.500% Senior Notes due 2023	ABBV23B	New York Stock Exchange
1.375% Senior Notes due 2024	ABBV24	New York Stock Exchange
1.250% Senior Notes due 2024	ABBV24B	New York Stock Exchange
0.750% Senior Notes due 2027	ABBV27	New York Stock Exchange
2.125% Senior Notes due 2028	ABBV28	New York Stock Exchange
2.625% Senior Notes due 2028	ABBV28B	New York Stock Exchange
2.125% Senior Notes due 2029	ABBV29	New York Stock Exchange
1.250% Senior Notes due 2031	ABBV31	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   

Item 2.02  Results of Operations and Financial Condition

Reported GAAP earnings and adjusted non-GAAP earnings for the second quarter of 2023 are expected to include acquired IPR&D and milestones expense of $280 million on a pre-tax basis, representing an unfavorable impact of $0.15 to both GAAP diluted earnings per share and adjusted non-GAAP diluted earnings per share. Results for the quarter ended June 30, 2023 have not been finalized and are subject to our financial statement closing procedures. There can be no assurance that our final results will not differ from these preliminary estimates.

While acquired IPR&D and milestones expense may be incurred upon execution of collaborations, licensing agreements, and other asset acquisitions, AbbVie does not forecast acquired IPR&D and milestones expense due to uncertainty of the future occurrence and timing of these transactions. Adjusted diluted earnings per share guidance for 2023 previously announced on April 27, 2023 excluded the impact of acquired IPR&D and milestones expense that may be incurred beyond the first quarter of 2023. AbbVie’s full-year 2023 adjusted diluted earnings per share guidance range, including the impact of second quarter 2023 acquired IPR&D and milestones expense, is $10.57 - $10.97. AbbVie’s second quarter 2023 adjusted diluted earnings per share guidance range, including the impact of second quarter 2023 acquired IPR&D and milestones expense, is $2.75 - $2.85.

Furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is guidance for 2023 including the estimated acquired IPR&D and milestones expense incurred during the second quarter of 2023.

The information set forth in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "Filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities thereof, nor shall it be incorporated by reference into future filings by AbbVie Inc. under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

Forward-Looking Statements

Some statements in this Current Report on Form 8-K are, or may be considered, forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," "project" and similar expressions and uses of future or conditional verbs, generally identify forward-looking statements. AbbVie cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to challenges to intellectual property, competition from other products, difficulties inherent in the research and development process, adverse litigation or government action, and changes to laws and regulations applicable to our industry. Additional information about the economic, competitive, governmental, technological and other factors that may affect AbbVie's operations is set forth in Item 1A, "Risk Factors," of AbbVie's 2022 Annual Report on Form 10-K, which has been filed with the Securities and Exchange Commission, as updated by its Quarterly Reports on Form 10-Q and in other documents that AbbVie subsequently files with the Securities and Exchange Commission that update, supplement or supersede such information. AbbVie undertakes no obligation, and specifically declines, to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit
99.1	Guidance including the impact of acquired IPR&D and milestones expense.
104	The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ABBVIE INC.
Date:	July 6, 2023	By:	/s/ Scott T. Reents
			Scott T. Reents
			Executive Vice President,
			Chief Financial Officer

EX-99.1

AbbVie Inc.

Guidance Including the Impact of Acquired IPR&D and Milestones Expense

(Unaudited)

(in millions, except per share data)	Quarter Ended June 30, 2023						Full-Year Ended December 31, 2023
	Acquired IPR&D and Milestones Expense		Adjusted Diluted EPS Range				Acquired IPR&D and Milestones Expense		Adjusted Diluted EPS Range
			Low		High				Low		High
Previously announced guidance excluding Q2 2023 acquired IPR&D and milestones expense	$	—	$	2.90	$	3.00	$	150	$	10.72	$	11.12
Q2 2023 acquired IPR&D and milestones expense	280		(0.15)		(0.15)		280		(0.15)		(0.15)
Guidance including Q2 2023 acquired IPR&D and milestones expensea	$	280	$	2.75	$	2.85	$	430	$	10.57	$	10.97

a    The Company's 2023 adjusted diluted EPS guidance excludes any impact from acquired IPR&D and milestones expense that may be incurred beyond the second quarter of 2023, as both cannot be reliably forecasted.

    1

XML

Document and Entity Information Document	Jul. 06, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 06, 2023
Entity Registrant Name	ABBVIE INC.
Entity Central Index Key	0001551152
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35565
Entity Tax Identification Number	32-0375147
Entity Address, Address Line One	1 North Waukegan Road
Entity Address, City or Town	North Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60064-6400
City Area Code	847
Local Phone Number	932-7900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	ABBV
Security Exchange Name	NYSE
Common Stock | CHICAGO STOCK EXCHANGE, INC
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	ABBV
Security Exchange Name	CHX
Sec 1.500 Senior Notes Due 2023 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	1.500% Senior Notes due 2023
Trading Symbol	ABBV23B
Security Exchange Name	NYSE
Sec 1.375 Senior Notes Due 2024 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	1.375% Senior Notes due 2024
Trading Symbol	ABBV24
Security Exchange Name	NYSE
Sec 1.250 Senior Notes Due 2024 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	1.250% Senior Notes due 2024
Trading Symbol	ABBV24B
Security Exchange Name	NYSE
Sec 0.750 Senior Notes Due 2027 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	0.750% Senior Notes due 2027
Trading Symbol	ABBV27
Security Exchange Name	NYSE
Sec 2.125 Senior Notes due 2028 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	2.125% Senior Notes due 2028
Trading Symbol	ABBV28
Security Exchange Name	NYSE
Sec 2.625 Senior Notes Due 2028 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	2.625% Senior Notes due 2028
Trading Symbol	ABBV28B
Security Exchange Name	NYSE
Sec 2.125 Senior Notes Due 2029 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	2.125% Senior Notes due 2029
Trading Symbol	ABBV29
Security Exchange Name	NYSE
Sec 1.250 Senior Notes due 2031 | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	1.250% Senior Notes due 2031
Trading Symbol	ABBV31
Security Exchange Name	NYSE