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
  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).

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