ABBVAbbVie
AbbVie operates as a single global business segment dedicated to the research and development, manufacturing, commercialization and sale of innovative medicines and therapies. 10-K, Item 1
- Employees
- 57,000
- Headquarters
- North Chicago, IL
- Next results
- around Jan 6, 2027
8 new paragraphs in the 10-K, 21 new in the latest 10-Q
Paragraphs with nothing like them in last year's 10-K
8 paragraphs in Risk Factors of the 10-K filed Feb 20, 2026 with nothing like them in the 10-K filed Feb 14, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
In addition to the pricing mechanisms established under the IRA, governments and other payers may pursue or implement additional approaches intended to reduce pharmaceutical costs, including arrangements or frameworks that reference international prices, most-favored-nation (MFN) concepts, or other comparative pricing methodologies. Such approaches may be implemented through legislation, regulation, administrative action, negotiated arrangements, or other means, and their scope, structure, and application may continue to evolve. In January 2026, AbbVie entered into a voluntary agreement with the United States government to provide certain pricing concessions and U.S.-based research and development and capital investments in exchange for exemptions from tariffs and future pricing mandates during the three-year agreement period. In addition, our pricing concessions and expansion of direct-to-patient offerings may subject AbbVie to new pricing or reimbursement policies that could affect our commercial performance.
Where pricing arrangements incorporate MFN, reference pricing, or similar concepts, AbbVie’s realized pricing, revenues, or commercial flexibility could be affected by factors outside of AbbVie’s control, including changes in applicable policies, methodologies, guidance, or related pricing regimes, as well as interactions with other governmental or private-sector pricing and reimbursement programs. Such arrangements could also influence pricing expectations or negotiations in other markets or with other payers.
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Pharmacy benefit managers and other supply chain intermediaries exert significant influence over pricing and patient access to our products, which could adversely affect our revenues and results of operations.
Consolidation and vertical integration among PBMs, managed care organizations and other supply chain intermediaries has increased their purchasing power and ability to influence formulary placement and reimbursement levels. A limited number of these entities negotiate pricing, rebates and patient access terms on behalf of health plans and government programs that cover a significant portion of insured patients in the United States.
These entities employ formulary management and utilization tools, including formulary exclusions, step therapy requirements, prior authorization protocols and tiered placement decisions, that could limit or delay patient access to our products, potentially increase patient cost-sharing and/or shift utilization to competing therapies. Unfavorable formulary decisions and increased utilization management restrictions could reduce prescription volumes and adversely affect our revenues. Further changes in formulary placement or access restrictions implemented by these intermediaries could occur with limited advance notice and may be difficult to predict or mitigate.
PBM business practices, rebate structures and pricing arrangements are also subject to change as a result of enforcement actions, regulatory settlements, legislation or other government actions. Government-mandated changes to PBM rebate methodologies, formulary design or pricing transparency practices could affect our contractual arrangements with PBMs, alter manufacturer-PBM economic relationships or shift costs to manufacturers. Additionally, these entities may negotiate higher or additional rebates, discounts, administrative fees or other price concessions that could adversely affect our revenues and results of operations.
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Trade restrictions, tariffs, and other changes in global trade policy could increase costs, disrupt supply chains, and adversely affect AbbVie’s business and results of operations.
AbbVie operates in a global environment and relies on complex international supply chains for the development, manufacture, and distribution of its products, including the sourcing of active pharmaceutical ingredients and key materials. Changes in global trade policy, including the potential imposition of import or export tariffs, trade restrictions, or other measures affecting pharmaceutical products or related inputs, could increase manufacturing and procurement costs, reduce margins or disrupt supply continuity. If AbbVie is unable to substantially mitigate or offset increased costs or disruptions resulting from such measures through pricing adjustments, operational changes, or alternative sourcing arrangements, it may have an adverse effect on AbbVie’s business and results of operations.
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Paragraphs in the 10-Q filed Nov 3, 2026 that were not in the one before
21 paragraphs in the 10-Q filed Nov 3, 2026 with nothing like them in the 10-Q filed Aug 3, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
(in millions) Common shares outstanding Common stock Treasury stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Noncontrolling interest Total
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Note 4 Licensing, Acquisitions and Other Arrangements Acquisition of Apogee Therapeutics, Inc.
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The acquisition of Apogee has been accounted for as a business combination using the acquisition method of accounting. The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2026. As a result, AbbVie recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of intangible assets, goodwill and income taxes among other items. The completion of the valuation will occur no later than one year from the acquisition date.
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The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:
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(in millions) ───────────────────────────────────────────────────────────────────────── Assets acquired and liabilities assumed Cash and equivalents $ 72 Short-term investments 791 Prepaid expenses and other 23 Investments 258 Intangible assets, net 9,100 Other assets 320 Accounts payable and accrued liabilities (69) Current portion of long-term debt (300) Long-term debt (223) Deferred income taxes (1,661) Total identifiable net assets 8,311 Goodwill 2,284 Total assets acquired and liabilities assumed $ 10,595
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Show the other 16
Intangible assets relate to $ 9.1 billion of acquired in-process research and development (IPR&D) associated with products that have not yet received regulatory approval. The estimated fair values of identifiable intangible assets were determined using the "income approach" which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the more significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product, the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, competitive trends impacting the asset and each cash flow stream, as well as other factors.
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Prior to the acquisition, Apogee entered into a funding agreement, whereby Apogee received an upfront payment and the right to receive future funding payments based on certain milestones to support development of zumilokibart. In exchange, Apogee agreed to pay royalties on zumilokibart net revenues. The funding agreement assumed by AbbVie was accounted for as a financing arrangement and the fair value of the related financing liability was $ 523 million as of the acquisition date, with $ 300 million recorded as current portion of long-term debt. The estimated fair value of the financing liability was determined using a Monte Carlo simulation model for royalty payments, which are then discounted to present value. Assumptions inherent in the development of the fair value include discount rates and estimated future sales. Additionally, the value of the future funding payments of $ 300 million was recorded in other assets on the condensed consolidated balance sheets.
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Investments, including short-term investments acquired were sold subsequent to the acquisition date, resulting in proceeds of $ 1.0 billion and were classified as cash inflows from investing activities on the condensed consolidated statements of cash flows.
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Goodwill was calculated as the excess of the consideration transferred over the fair value of net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recognized from the acquisition of Apogee represents expected synergies, including the ability to: (i) expand AbbVie’s immunology pipeline, (ii) leverage AbbVie’s commercial, regulatory and clinical expertise to maximize Apogee’s assets and (iii) enhance AbbVie’s existing immunology discovery capabilities. The goodwill is not deductible for tax purposes.
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The results of Apogee have been included in AbbVie’s condensed consolidated financial statements beginning on the acquisition date. Apogee’s financial results since the acquisition date were insignificant. Supplemental pro forma financial information has not been presented because the effect of the acquisition was insignificant to AbbVie’s condensed consolidated financial statements.
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In August 2025, AbbVie acquired Capstan Therapeutics, Inc. (Capstan), including its lead program CPTX2309 (ABBV-619), a potential first-in-class in vivo targeted lipid nanoparticle (tLNP) anti-CD19 CAR-T therapy candidate in development for the treatment of B cell-mediated autoimmune diseases. Under the terms of the agreement, AbbVie paid cash consideration of $ 2.1 billion ($ 1.9 billion, net of cash acquired) to acquire all outstanding equity of Capstan and the transaction was accounted for as an asset acquisition as the lead program represented substantially all of the fair value of the gross assets acquired. The cash consideration of $ 1.9 billion, net of cash acquired, was recorded in acquired IPR&D and milestones expense in the condensed consolidated statement of earnings in the third quarter of 2025. In connection with the transaction, AbbVie also recorded $ 187 million of cash-settled, post-closing expense for Capstan employee incentive and compensation awards in the consolidated statement of earnings in the third quarter of 2025.
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million for option fees and option exercise payments, up to $ 7.5 billion upon achievement of certain development, regulatory and commercial milestones and pay tiered royalties.
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In the third quarter of 2025, the company made a decision to discontinue development and commercialization of Resonic, a rapid acoustic pulse device for long-term improvement in the appearance of cellulite. The company also made a decision to reduce current sales and marketing investment related to Durysta, an on-market eye care product to treat elevated intraocular pressure in open-angle glaucoma and ocular hypertension. Each of these strategic decisions contributed to decreases in the estimated future cash flows for the respective products and represented triggering events that required an evaluation of the underlying definite-lived intangible assets for impairment. For Resonic, the evaluation resulted in a full impairment of both the gross and net carrying amount of $ 407 million. For Durysta, the company utilized a discounted cash flow analysis to estimate the fair value of $ 271 million, which was lower than the carrying value of $ 711 million and resulted in a partial impairment of both the gross and net carrying amount. Based on the revised cash flows, the company recorded pre-tax impairment charges of $ 847 million in cost of products sold in the condensed consolidated statement of earnings for the third quarter of 2025.
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Indefinite-lived intangible assets represent acquired IPR&D associated with products that have not yet received regulatory approval. The increase in indefinite-lived intangible assets during 2026 was primarily due to the acquisition of Apogee. Refer to Note 4 for additional information regarding the acquisition.
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In addition to stock-based compensation expense included in the table above and in connection with the 2026 acquisition of Apogee and the 2025 acquisition of Capstan, AbbVie incurred cash-settled, post-closing expense for employee incentive awards related to these transactions, which is summarized in the table below:
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• In October 2026, AbbVie announced positive topline results from the Phase 3 INTREPID study, which evaluated lutikizumab in adults and adolescents with moderate to severe hidradenitis suppurativa (HS).
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• In September 2026, AbbVie announced positive topline results from the Phase 3 LUNA study, which evaluated Qulipta for the preventive treatment of menstrual migraine in adults.
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• In September 2026, AbbVie announced positive topline results from the Phase 3 CERVINO trial evaluating etentamig, a next-generation BCMA x CD3 bispecific T-cell engager versus investigator's choice of standard available therapies in triple-class exposed adults in R/R multiple myeloma (MM). The trial demonstrated significant improvements in PFS.
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• In October 2026, AbbVie initiated a Phase 3 trial to evaluate etentamig compared to daratumumab, cyclophosphamide, bortezomib and dexamethasone (Dara-CyBorD) in adults with newly diagnosed amyloid light chain amyloidosis.
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• In October 2026, AbbVie announced the U.S. FDA granted two Breakthrough Therapy Designations for Temab-A in CRC and non-small cell lung cancer (NSCLC).
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• In August 2026, AbbVie announced the U.S. FDA accepted for review its supplemental BLA for Botox Cosmetic for the temporary improvement in the appearance of marked to very marked masseter muscle prominence associated with masseter muscle activity in adults.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 3, 2026 against Item 1A of the 10-K filed Feb 20, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
This 10-Q has no Item 1A (Risk Factors) text of its own, so there is nothing to compare. Many companies leave it out when their risks have not changed.
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