Form 8-K - Current report

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): October 3, 2024

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

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 third quarter of 2024 are expected to include acquired IPR&D and milestones expense of $82 million on a pre-tax basis, representing an unfavorable impact of $0.04 to both GAAP diluted earnings per share and adjusted non-GAAP diluted earnings per share. Results for the quarter ended September 30, 2024 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 2024 previously announced on August 1, 2024 excluded the impact of acquired IPR&D and milestones expense that may be incurred beyond the second quarter of 2024. AbbVie’s full-year 2024 adjusted diluted earnings per share guidance range, including the impact of third quarter 2024 acquired IPR&D and milestones expense, is $10.67 - $10.87. AbbVie’s third quarter 2024 adjusted diluted earnings per share guidance range, including the impact of third quarter 2024 acquired IPR&D and milestones expense, is $2.88 - $2.92.

Furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is guidance for 2024 including the estimated acquired IPR&D and milestones expense incurred during the third quarter of 2024.

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 2023 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:	October 3, 2024	By:	/s/ Scott T. Reents
			Scott T. Reents
			Executive Vice President,
			Chief Financial Officer

AbbVie Inc.

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

(Unaudited)


(in millions, except per share data)	Quarter Ended September 30, 2024						Full-Year Ended December 31, 2024
	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 Q3 2024 acquired IPR&D and milestones expense	$	—	$	2.92	$	2.96	$	1,101	$	10.71	$	10.91
Q3 2024 acquired IPR&D and milestones expense	82		(0.04)		(0.04)		82		(0.04)		(0.04)
Guidance including Q3 2024 acquired IPR&D and milestones expensea	$	82	$	2.88	$	2.92	$	1,183	$	10.67	$	10.87

a The Company's 2024 adjusted diluted EPS guidance excludes any impact from acquired IPR&D and milestones expense that may be incurred beyond the third quarter of 2024, as both cannot be reliably forecasted.

Document and Entity Information Document	Oct. 03, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 03, 2024
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 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