0001551152false00015511522023-01-062023-01-060001551152us-gaap:CommonStockMemberexch:XCHI2023-01-062023-01-060001551152exch:XNYSus-gaap:CommonStockMember2023-01-062023-01-060001551152exch:XNYSabbv:Sec1500SeniorNotesDue2023Member2023-01-062023-01-060001551152exch:XNYSabbv:Sec1.375SeniorNotesDue2024Member2023-01-062023-01-060001551152exch:XNYSabbv:Sec1250SeniorNotesDue2024Member2023-01-062023-01-060001551152exch:XNYSabbv:Sec0.750SeniorNotesDue2027Member2023-01-062023-01-060001551152exch:XNYSabbv:Sec2.125SeniorNotesdue2028Member2023-01-062023-01-060001551152exch:XNYSabbv:Sec2625SeniorNotesDue2028Member2023-01-062023-01-060001551152exch:XNYSabbv:Sec2125SeniorNotesDue2029Member2023-01-062023-01-060001551152abbv:Sec1.250SeniorNotesdue2031Memberexch:XNYS2023-01-062023-01-06
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): January 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
fourth quarter of 2022 are expected to include acquired IPR&D
and milestones expense of $243 million on a pre-tax basis,
representing an unfavorable impact of $0.14 to both GAAP diluted
earnings per share and adjusted non-GAAP diluted earnings per
share. Results for the quarter ended December 31, 2022 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 2022 previously announced on October 28, 2022
excluded the impact of acquired IPR&D and milestones expense
that may be incurred beyond the third quarter of 2022. AbbVie’s
full-year 2022 adjusted diluted earnings per share guidance range,
including the impact of fourth quarter 2022 acquired IPR&D and
milestones expense, is $13.70 - $13.74. AbbVie’s fourth quarter
2022 adjusted diluted earnings per share guidance range, including
the impact of fourth quarter 2022 acquired IPR&D and milestones
expense, is $3.51 - $3.55.
Furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference is guidance for 2022 including the
estimated acquired IPR&D and milestones expense incurred during
the fourth quarter of 2022.
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, among
others, 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 indicated in the forward-looking statements.
Such risks and uncertainties include, but are not limited to, the
failure to realize the expected benefits of AbbVie’s acquisition of
Allergan or to promptly and effectively integrate Allergan’s
business, 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 2021 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 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 |
|
|
|
|
|
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: |
January 6, 2023 |
By: |
/s/ Scott T. Reents |
|
|
|
|
Scott T. Reents |
|
|
|
|
Executive Vice President, |
|
|
|
|
Chief Financial Officer |
AbbVie (NYSE:ABBV)
Historical Stock Chart
From Feb 2023 to Mar 2023
AbbVie (NYSE:ABBV)
Historical Stock Chart
From Mar 2022 to Mar 2023
