Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - shares | Total |
Document and Entity Information | |
Entity Registrant Name | AbbVie Inc. |
Entity Central Index Key | 1,551,152 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 1,655,276,338 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Consolidated Statements of Earnings | ||||
Net Revenues | $ 5,475 | $ 4,926 | $ 10,515 | $ 9,489 |
Cost of products sold | 916 | 1,113 | 1,858 | 2,213 |
Selling, general and administrative | 1,703 | 1,448 | 3,176 | 2,788 |
Research and development | 981 | 834 | 1,792 | 1,606 |
Acquired in-process research and development | 23 | 16 | 150 | 16 |
Total operating costs and expenses | 3,623 | 3,411 | 6,976 | 6,623 |
Operating earnings | 1,852 | 1,515 | 3,539 | 2,866 |
Interest expense, net | 164 | 69 | 290 | 134 |
Net foreign exchange loss | 14 | 5 | 178 | 8 |
Other (income) expense, net | (4) | 8 | (3) | 5 |
Earnings before income tax expense | 1,678 | 1,433 | 3,074 | 2,719 |
Income tax expense | 312 | 335 | 686 | 641 |
Net earnings | $ 1,366 | $ 1,098 | $ 2,388 | $ 2,078 |
Per share data | ||||
Basic earnings per share (in dollars per share) | $ 0.84 | $ 0.69 | $ 1.48 | $ 1.30 |
Diluted earnings per share (in dollars per share) | 0.83 | 0.68 | 1.47 | 1.29 |
Cash dividends declared per common share (in dollars per share) | $ 0.51 | $ 0.42 | $ 1.02 | $ 0.84 |
Weighted-average basic shares outstanding (in shares) | 1,620 | 1,594 | 1,608 | 1,594 |
Weighted-average diluted shares outstanding (in shares) | 1,633 | 1,608 | 1,621 | 1,608 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Net earnings | $ 1,366 | $ 1,098 | $ 2,388 | $ 2,078 |
Foreign currency translation adjustments, net of tax expense (benefit) of $21 and $(10) for the three months ended June 30, 2015 and 2014, respectively, and $(108) and $(13) for the six months ended June 30, 2015 and 2014, respectively | 133 | (38) | (416) | (67) |
Pension and post-employment benefits, net of tax expense of $8 and $5 for the three months ended June 30, 2015 and 2014, respectively, and $18 and $9 for the six months ended June 30, 2015 and 2014, respectively | 13 | 11 | 68 | 23 |
Unrealized gains on marketable equity securities, net of tax expense of $1 and $1 for the three and six months ended June 30, 2015, respectively | 8 | 9 | ||
Hedging activities, net of tax (benefit) expense of $(1) and $00 for the three months ended June 30, 2015 and 2014, respectively, and $(2) and $2 for the six months ended June 30, 2015 and 2014, respectively. | (61) | 33 | (4) | 66 |
Other comprehensive income (loss) | 93 | 6 | (343) | 22 |
Comprehensive income | $ 1,459 | $ 1,104 | $ 2,045 | $ 2,100 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Foreign currency translation adjustments, tax (benefit) expense | $ 21 | $ (10) | $ (108) | $ (13) |
Pension and post-employment benefits, tax (benefit) expense | 8 | 5 | 18 | 9 |
Unrealized (losses) gains on marketable equity securities, tax expense (benefit) | 1 | 1 | ||
Hedging activities, tax expense (benefit) | $ (1) | $ 0 | $ (2) | $ 2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and equivalents | $ 7,400 | $ 8,348 |
Short-term investments | 879 | 26 |
Accounts and other receivables, net | 4,367 | 3,735 |
Inventories, net | 1,623 | 1,124 |
Deferred income taxes | 1,227 | 896 |
Prepaid expenses and other | 1,381 | 1,952 |
Total current assets | 16,877 | 16,081 |
Investments | 134 | 92 |
Property and equipment, net | 2,517 | 2,485 |
Intangible assets, net of amortization | 19,937 | 1,513 |
Goodwill | 13,209 | 5,862 |
Other assets | 1,181 | 1,480 |
Total assets | 53,855 | 27,513 |
Current liabilities | ||
Short-term borrowings | 425 | |
Current portion of long-term debt and lease obligations | 4,007 | 4,014 |
Accounts payable and accrued liabilities | 7,251 | 6,954 |
Total current liabilities | 11,258 | 11,393 |
Long-term debt and lease obligations | 27,116 | 10,538 |
Deferred income taxes | 6,059 | 159 |
Other long-term liabilities | $ 3,918 | $ 3,681 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.01 par value, authorized 4,000,000,000 shares, issued 1,747,418,869 and 1,609,519,046 shares as of June 30, 2015 and December 31, 2014, respectively | $ 17 | $ 16 |
Common stock held in treasury, at cost, 92,142,531 and 18,129,715 shares as of June 30, 2015 and December 31, 2014, respectively | (5,816) | (972) |
Additional paid-in-capital | 12,421 | 4,194 |
Retained earnings | 1,256 | 535 |
Accumulated other comprehensive loss | (2,374) | (2,031) |
Total stockholders' equity | 5,504 | 1,742 |
Total liabilities and equity | $ 53,855 | $ 27,513 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Condensed Consolidated Balance Sheets | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 4,000,000,000 | 4,000,000,000 |
Common stock, issued (in shares) | 1,747,418,869 | 1,609,519,046 |
Common stock held in treasury, at cost (in shares) | 92,142,531 | 18,129,715 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net earnings | $ 2,388 | $ 2,078 |
Adjustments to reconcile net earnings to net cash from operating activities: | ||
Depreciation | 194 | 192 |
Amortization of intangible assets | 154 | 209 |
Stock-based compensation | 174 | 154 |
Upfront costs related to collaborations | 150 | 16 |
Other, net | 395 | (60) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts and other receivables | (588) | 120 |
Inventories | (160) | 97 |
Prepaid expenses and other assets | 301 | (248) |
Accounts payable and other liabilities | 409 | (217) |
Cash flows from operating activities | 3,417 | 2,341 |
Cash flows from investing activities | ||
Acquisitions of Pharmacyclics, Inc., net of cash acquired | (11,488) | |
Other acquisitions and investments | (794) | (17) |
Acquisitions of property and equipment | (260) | (279) |
Purchases of investment securities | (851) | (1,160) |
Sales and maturities of investment securities | 9 | 300 |
Cash flows from investing activities | (13,384) | (1,156) |
Cash flows from financing activities | ||
Net change in short-term borrowings | (425) | (162) |
Proceeds from issuance of long-term debt | 16,655 | |
Debt issuance cost | (179) | |
Dividends paid | (1,604) | (1,314) |
Purchases of treasury stock | (5,344) | (353) |
Proceeds from the exercise of stock options | 101 | 127 |
Net transactions with Abbott Laboratories, excluding noncash items | 53 | |
Other, net | 35 | (43) |
Cash flows from financing activities | 9,239 | (1,692) |
Effect of exchange rate changes on cash and equivalents | (220) | (2) |
Net decrease in cash and equivalents | (948) | (509) |
Cash and equivalents, beginning of period | 8,348 | 9,595 |
Cash and equivalents, end of period | 7,400 | $ 9,086 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||
Issuance of common stock associated with the acquisition of Pharmacyclics, Inc. | $ 8,405 |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Background and Basis of Presentation | |
Background and Basis of Presentation | Note 1 Background and Basis of Presentation Background The principal business of AbbVie Inc. (AbbVie or the company) is the discovery, development, manufacture, and sale of a broad line of pharmaceutical products. AbbVie’s products are generally sold worldwide directly to wholesalers, distributors, government agencies, health care facilities, specialty pharmacies, and independent retailers from AbbVie-owned distribution centers and public warehouses. Substantially all of AbbVie’s net revenues in the United States are to three wholesalers. Outside the United States, products are sold primarily to customers or through distributors, depending on the market served. AbbVie was incorporated in Delaware on April 10, 2012. On January 1, 2013, AbbVie became an independent, publicly-traded company as a result of the distribution by Abbott Laboratories (Abbott) of 100 percent of the outstanding common stock of AbbVie to Abbott’s shareholders (the separation). In connection with the separation, AbbVie and Abbott entered into transition services agreements covering certain corporate support and back office services that AbbVie historically received from Abbott. Such services include information technology, accounts payable, payroll, receivables collection, treasury, and other financial functions, as well as order entry, warehousing, engineering support, quality assurance support, and other administrative services. These agreements facilitated the separation by allowing AbbVie to operate independently prior to establishing stand-alone back office functions across its organization. The majority of these transition service agreements expired without extension at December 31, 2014; however, some of these services continue to be provided to AbbVie on a temporary basis. The remaining transition services agreements are expected to terminate during 2015. During the three and six months ended June 30, 2015 and 2014, AbbVie incurred certain separation-related expenses, which were principally classified in selling, general and administrative (SG&A) expenses in the condensed consolidated statements of earnings. Separation-related expenses for the three months ended June 30, 2015 and 2014 were $95 million and $110 million, respectively, and were $199 million and $190 million for the six months ended June 30, 2015 and 2014, respectively. Basis of Historical Presentation The unaudited interim condensed consolidated financial statements of AbbVie have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2014. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the company’s financial position and operating results. Net revenues and net earnings for any interim period are not necessarily indicative of future or annual results. For a certain portion of AbbVie’s operations, the legal transfer of AbbVie’s assets (net of liabilities) did not occur with the separation of AbbVie on January 1, 2013 due to the time required to transfer marketing authorizations and satisfy other regulatory requirements in certain countries. Under the terms of the separation agreement with Abbott, AbbVie is responsible for the business activities conducted by Abbott on its behalf, and is subject to the risks and entitled to the benefits generated by these operations and assets. As a result, the related assets and liabilities and results of operations have been reported in AbbVie’s condensed consolidated financial statements as of June 30, 2015 and December 31, 2014 and for the three and six months ended June 30, 2015 and 2014. Substantially all of these operations have been transferred to AbbVie as of June 30, 2015. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) . The amendments in ASU 2014-09 supersede most current revenue recognition requirements. The core principal of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As currently issued, this guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. AbbVie can apply the amendments using one of the following two methods: (i) retrospectively to each prior reporting period presented, or (ii) retrospectively with the cumulative effect of initially applying the amendments recognized at the date of initial application. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date. Once this new effective date is codified, AbbVie may adopt the new guidance for annual and interim periods beginning on or after December 15, 2016 or 2017. AbbVie is currently assessing the timing of its adoption and the impact of adopting this guidance on its consolidated financial statements and the implementation approach to be used. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted on a retrospective basis. AbbVie elected to adopt ASU 2015-03 early, effective in the quarter ended June 30, 2015. As a result, AbbVie reclassified approximately $7 million and $27 million of net deferred financing costs from prepaid expenses and other current assets and other long-term assets, respectively, to a reduction in the carrying amount of its long-term debt as of December 31, 2014. Total debt issuance costs classified as a reduction to long-term debt and lease obligations (current and non-current) were $122 million as of June 30, 2015. |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Financial Information | |
Supplemental Financial Information | Note 2 Supplemental Financial Information Interest Expense, Net Three months ended June 30, Six months ended June 30, (in millions) 2015 2014 2015 2014 Interest expense $ $ $ $ Interest income ) ) ) ) Interest expense, net $ $ $ $ Interest expense, net for the three and six months ended June 30, 2015 included $27 million and $86 million, respectively, of financing-related costs incurred in connection with the acquisition of Pharmacyclics, Inc. (Pharmacyclics) . Refer to Note 4 for additional information. Inventories (in millions) June 30, 2015 December 31, 2014 Finished goods $ $ Work-in-process Raw materials Inventories, net $ $ Inventories, net as of June 30, 2015 included $490 million acquired through the acquisition of Pharmacyclics. Refer to Note 4 for additional information. Property and Equipment (in millions) June 30, 2015 December 31, 2014 Property and equipment, gross $ $ Less accumulated depreciation ) ) Property and equipment, net $ $ Depreciation expense for the three months ended June 30, 2015 and 2014 was $104 million and $103 million, respectively, and was $194 million and $192 million for the six months ended June 30, 2015 and 2014, respectively. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share | |
Earnings Per Share | Note 3 Earnings Per Share AbbVie calculates earnings per share (EPS) using the more dilutive of the treasury stock or the two-class method. For both the three and six months ended June 30, 2015, the two-class method was more dilutive. As such, the dilutive effect of outstanding restricted stock units (RSUs) and restricted stock awards (RSAs) for both the three and six months ended June 30, 2015 of approximately 3 million shares and 3 million shares, respectively, were excluded from the denominator for the calculation of diluted EPS. These awards otherwise would have been included in the calculation of EPS under the treasury stock method. Additionally, all earnings (distributed and undistributed) allocable to participating securities, including performance-based awards not otherwise included in the calculation of EPS under the treasury stock method, were excluded from the numerator for the calculation of basic and diluted earnings per share under the two-class method. Earnings allocable to participating securities for the three and six months ended June 30, 2015 were $7 million and $11 million, respectively. As further described in Note 10, AbbVie entered into and executed a $5.0 billion accelerated share repurchase agreement (ASR) with Morgan Stanley & Co. LLC (Morgan Stanley) on May 26, 2015, pursuant to which AbbVie paid $5.0 billion for an initial delivery of 68 million shares of AbbVie’s common stock. The initial delivery of shares represented approximately 90% of the total shares expected to be delivered under the ASR, with final settlement expected to occur before the end of the fourth quarter of 2015. For purposes of calculating EPS, AbbVie reflected the ASR as a repurchase of AbbVie common stock and as a forward contract indexed to its own common stock. See Note 10 for additional information. The number of common shares issuable under stock-based compensation plans and the ASR that were excluded from the computation of earnings per common share because the effect would have been antidilutive were not material for both the three and six months ended June 30, 2015. For both the three and six months ended June 30, 2014, AbbVie determined the two-class method was more dilutive. As a result, the dilutive effect of outstanding RSUs and RSAs of approximately 3 million shares and 4 million shares, respectively, were excluded from the denominator for the calculation of diluted EPS for the three and six months ended June 30, 2014. Additionally, earnings allocable to participating securities for the three and six months ended June 30, 2014 was $7 million and $11 million, respectively. For both the three and six months ended June 30, 2014, the number of common shares issuable under stock-based compensation plans that were excluded from the computation of earnings per common share because the effect would have been antidilutive were not material. |
Licensing, Acquisitions and Oth
Licensing, Acquisitions and Other Arrangements | 6 Months Ended |
Jun. 30, 2015 | |
Licensing, Acquisitions and Other Arrangements | |
Licensing, Acquisitions and Other Arrangements | Note 4 Licensing, Acquisitions and Other Arrangements Acquisition of Pharmacyclics On May 26, 2015, AbbVie acquired Pharmacyclics through a tender offer for approximately $20.8 billion, including cash consideration of $12.4 billion and equity consideration of $8.4 billion. Pharmacyclics is a biopharmaceutical company that develops and commercializes novel therapies for people impacted by cancer. Pharmacyclics markets IMBRUVICA® (ibrutinib), a Bruton’s tyrosine kinase (BTK) inhibitor, targeting B-cell malignancies. Each outstanding Pharmacyclics share was exchanged for (i) $152.25 in cash and $109.00 in fair market value of AbbVie common stock, (ii) $261.25 in cash, or (iii) $261.25 in fair market value of AbbVie common stock, at the election of each holder, subject to the election and proration of the consideration at 58 percent cash and 42 percent AbbVie common stock. The total consideration for the acquisition of Pharmacyclics was approximately $20.8 billion, consisting of cash and approximately 128 million shares of AbbVie common stock, and is summarized as follows: (in millions) Fair value of AbbVie common stock issued to Pharmacyclics stockholders $ Cash consideration paid to Pharmacyclics stockholders Cash consideration paid to Pharmacyclics equity award holders Total consideration $ The acquisition of Pharmacyclics has been accounted for as a business combination using the acquisition method of accounting. This method requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The valuation of assets acquired and liabilities assumed in the acquisition has not yet been finalized as of June 30, 2015. As a result, AbbVie recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date. The completion of the valuation will occur no later than one year from the acquisition date and may result in significant changes to the recognized assets and liabilities. The following table summarizes preliminary fair values of assets acquired and liabilities assumed as of the May 26, 2015 acquisition date: (in millions) Assets acquired and liabilities assumed Cash and equivalents $ Short-term investments Accounts and other receivables Inventories Other assets Intangible assets Definite-lived developed product rights Definite-lived license agreements Indefinite-lived research and development Accounts payable and accrued liabilities ) Deferred income taxes ) Other long-term liabilities ) Total identifiable net assets Goodwill Total assets acquired and liabilities assumed $ The fair market value step-up adjustment to inventories of $462 million will be amortized to cost of products sold when the inventory is sold to customers, which is expected to be a period of approximately 18 months. Intangible assets relate to the IMBRUVICA developed product rights, acquired in-process research and development (IPR&D) in the United States related to additional indications for IMBRUVICA, and the contractual rights to IMBRUVICA profits and losses outside the United States as a result of the collaboration agreement with Janssen Biotech, Inc. and its affiliates (Janssen), one of the Janssen Pharmaceutical companies of Johnson & Johnson. Refer to Note 5 for additional information regarding the collaboration with Janssen. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of 13 years using the estimated pattern of economic benefit. The estimated fair value of the IPR&D and identifiable intangible assets was 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 those asset valuations include the estimated net cash flows for each year for each asset or product (including net revenues, cost of sales, R&D costs, selling and marketing costs and working capital/contributory asset charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, the potential regulatory and commercial success risks, competitive trends impacting the asset and each cash flow stream as well as other factors. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recognized from the acquisition of Pharmacyclics includes expected synergies, including the ability to leverage the respective strengths of each business, expanding the combined company’s product portfolio, acceleration of clinical and commercial presence in oncology and establishment of a strong leadership position in hematological oncology. The goodwill is not deductible for tax purposes. From the acquisition date through June 30, 2015, AbbVie’s condensed consolidated statements of earnings included net revenues of $107 million and an operating loss of $337 million associated with the acquisition. The operating loss included $226 million of acquisition-related compensation expense, $39 million of inventory step-up and intangible asset amortization, and $89 million of transaction and integration costs. Of these costs, $222 million was recorded within SG&A expense, $93 million within research and development (R&D) expense, and $39 million within cost of products sold. Pro Forma Financial Information The following table presents the unaudited pro forma combined results of operations of AbbVie and Pharmacyclics for the three and six months ended June 30, 2015 and 2014 as if the acquisition of Pharmacyclics had occurred on January 1, 2014: Three months ended June 30, Six months ended June 30, (in millions, except per share information) 2015 2014 2015 2014 Net revenues $ $ $ $ Net earnings $ $ $ $ Basic earnings per share $ $ $ $ Diluted earnings per share $ $ $ $ The unaudited pro forma financial information was prepared using the acquisition method of accounting and was based on the historical financial information of AbbVie and Pharmacyclics. In order to reflect the occurrence of the acquisition on January 1, 2014 as required, the unaudited pro forma financial information includes adjustments to reflect the incremental amortization expense to be incurred based on the current preliminary fair values of the identifiable intangible assets acquired; the incremental cost of products sold related to the fair value adjustments associated with of acquisition-date inventory; the additional interest expense associated with the issuance of debt to finance the acquisition; and the reclassification of acquisition, integration and financing-related costs incurred during the three and six months ended June 30, 2015 to the three and six months ended June 30, 2014. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the acquisition been completed on January 1, 2014. In addition, the unaudited pro forma financial information is not a projection of the future results of operations of the combined company nor does it reflect the expected realization of any cost savings or synergies associated with the acquisition. Other Licensing & Acquisitions Activity For the three and six months ended June 30, 2015, the company recorded IPR&D charges of $23 million and $150 million, respectively. Excluding the acquisition of Pharmacyclics, cash outflows related to other acquisitions and investments totaled $794 million for the six months ended June 30, 2015, and included a $500 million payment to Calico Life Sciences LLC (Calico) as a result of the satisfaction of certain conditions under the R&D collaboration with Calico for which a charge to IPR&D was recorded in 2014. In March 2015, AbbVie entered into an exclusive worldwide license agreement with C 2 N Diagnostics to develop and commercialize anti-tau antibodies for the treatment of Alzheimer’s disease and other neurological disorders. As part of the agreement, AbbVie made an initial upfront payment of $100 million, which was expensed to IPR&D in the six months ended June 30, 2015. Upon the achievement of certain development, regulatory, and commercial milestones, AbbVie could make additional payments of up to $685 million, as well as royalties on net sales. No material transactions or cash flows related to significant acquisitions and investments were recognized during the six months ended June 30, 2014. |
Collaboration with Janssen Biot
Collaboration with Janssen Biotech, Inc. | 6 Months Ended |
Jun. 30, 2015 | |
Collaboration with Janssen Biotech, Inc. | |
Collaboration with Janssen Biotech, Inc. | Note 5 Collaboration with Janssen Biotech, Inc. In December 2011, Pharmacyclics entered into a worldwide collaboration and license agreement with Janssen for the joint development and commercialization of IMBRUVICA, a novel, orally active, selective covalent inhibitor of BTK, and certain compounds structurally related to IMBRUVICA, for oncology and other indications, excluding all immune and inflammatory mediated diseases or conditions and all psychiatric or psychological diseases or conditions, in the United States and outside the United States. The collaboration provides Janssen with an exclusive license to commercialize IMBRUVICA outside of the United States and co-exclusively with AbbVie in the United States. Both parties are responsible for the development, manufacturing and marketing of any products generated as a result of the collaboration. The collaboration has no set duration or specific expiration date and provides for potential future development, regulatory and approval milestone payments of up to $220 million to AbbVie. The collaboration includes a cost sharing arrangement for associated collaboration activities. Except in certain cases, in general, Janssen is responsible for approximately 60% of collaboration development costs and AbbVie is responsible for the remaining 40% of collaboration development costs. AbbVie and Janssen share pre-tax profits and losses equally from the commercialization of products. Janssen is responsible for and has exclusive rights to commercialize IMBRUVICA outside the United States. While both parties have co-exclusive rights to commercialize the products in the United States, AbbVie is the principal in the end-customer product sales. Operating expenses for costs incurred under the collaboration are reported in their respective expense line items, net of any payments due or reimbursements due from Janssen. Revenues and profit share costs related to sales of IMBRUVICA in the United States are included in net revenues and cost of products sold, respectively. Amounts payable to AbbVie by Janssen for IMBRUVICA sales outside the United States are included in collaboration revenues. Janssen’s share of the pre-tax U.S. profits under the collaboration was $45 million for the second quarter of 2015 and was recorded within cost of products sold in the condensed consolidated statements of earnings. AbbVie’s share of IMBRUVICA sales outside the United States and cost sharing expenses were not material for both the three and six months ended June 30, 2015. At June 30, 2015, AbbVie’s receivable from Janssen was $25 million and AbbVie’s payable to Janssen was $98 million, which were classified in accounts receivable and other and accounts payable and accrued liabilities, respectively, in AbbVie’s condensed consolidated balance sheet. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 6 Goodwill and Intangible Assets Goodwill The following table summarizes the changes in the carrying amount of AbbVie’s goodwill: (in millions) Balance as of December 31, 2014 $ Additions Foreign currency translation and other adjustments Balance as of June 30, 2015 $ Goodwill additions related to the acquisition of Pharmacyclics in the second quarter of 2015. Refer to Note 4 for additional information regarding this acquisition. As of June 30, 2015, there were no accumulated goodwill impairment losses. Future impairment tests for goodwill will be performed annually in the third quarter, or earlier if indicators of impairment exist. Intangible Assets, Net The following table summarizes AbbVie’s intangible assets: June 30, 2015 December 31, 2014 (in millions) Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Definite-lived intangible assets Developed product rights $ $ ) $ $ $ ) $ License agreements ) ) Total definite-lived intangible assets ) ) Indefinite-lived research and development — — Total intangible assets, net $ $ ) $ $ $ ) $ Intangible assets with finite useful lives are amortized over their estimated useful lives. Amortization expense was $86 million and $99 million for the three months ended June 30, 2015 and 2014, respectively, and $154 million and $209 million for the six months ended June 30, 2015 and 2014, respectively, and is included in cost of products sold in the condensed consolidated statements of earnings. The anticipated annual amortization expense for intangible assets recorded as of June 30, 2015 is $387 million in 2015, $675 million in 2016, $950 million in 2017, $1.2 billion in 2018, and $1.4 billion in 2019. The indefinite-lived intangible assets represent acquired IPR&D associated with products that have not yet received regulatory approval. The latest impairment assessment of intangible assets not subject to amortization was completed in the third quarter of 2014. No impairment charges were recorded in the six months ended June 30, 2015 and 2014. Future impairment tests for indefinite-lived intangible assets will be performed annually in the third quarter, or earlier if indicators of impairment exist. The increase in intangible assets during 2015 was primarily due to the acquisition of Pharmacyclics in the second quarter of 2015. These intangible assets will be amortized using the estimated pattern of economic benefit. Refer to Note 4 for additional information regarding this acquisition. |
Restructuring Plans
Restructuring Plans | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring Plans | |
Restructuring Plans | Note 7 Restructuring Plans Restructuring charges recorded for the three and six months ended June 30, 2015 were $19 million and $28 million, respectively, and were primarily recorded in R&D expense and cost of products sold in the condensed consolidated statements of earnings. For both the three and six months ended June 30, 2015, restructuring charges included asset impairments of $11 million. The remaining charges primarily related to employee severance. Restructuring charges for the three and six months ended June 30, 2014 were $5 million and $9 million, respectively. These charges were primarily recorded in cost of products sold in the condensed consolidated statements of earnings and primarily related to employee severance. The following summarizes the cash activity in the restructuring reserve for the six months ended June 30, 2015: (in millions) Accrued balance at December 31, 2014 $ 2015 restructuring charges Payments and other adjustments ) Accrued balance at June 30, 2015 $ The restructuring reserve balance as of June 30, 2015 primarily related to restructuring plans approved in years prior to 2013 to realign AbbVie’s worldwide manufacturing operations and selected commercial and R&D operations in the United States and internationally in order to reduce costs. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measures | 6 Months Ended |
Jun. 30, 2015 | |
Financial Instruments and Fair Value Measures | |
Financial Instruments and Fair Value Measures | Note 8 Financial Instruments and Fair Value Measures Risk Management Policy The company is exposed to foreign currency exchange rate and interest rate risks related to its business operations. The company’s hedging policy attempts to manage these risks to an acceptable level based on the company’s judgment of the appropriate trade-off between risk, opportunity and costs. The company uses derivative instruments to reduce its exposure to foreign currency exchange rates. The company is also exposed to the risk that its earnings and cash flows could be adversely impacted by fluctuations in interest rates. The company periodically enters into interest rate swaps, based on judgment, to manage interest costs in which the company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional amount. Derivative instruments are not used for trading purposes or to manage exposure to changes in interest rates for investment securities, and none of the company’s outstanding derivative instruments contain credit risk related contingent features; collateral is generally not required. Financial Instruments Various AbbVie foreign subsidiaries enter into foreign currency forward exchange contracts to manage exposures to changes in foreign exchange rates for anticipated intercompany transactions denominated in a currency other than the functional currency of the local entity. These contracts, with notional amounts totaling $427 million and $1.4 billion at June 30, 2015 and December 31, 2014, respectively, are designated as cash flow hedges and are recorded at fair value. Accumulated gains and losses as of June 30, 2015 will be included in cost of products sold at the time the products are sold, generally not exceeding twelve months. The company enters into foreign currency forward exchange contracts to manage its exposure to foreign currency denominated trade payables and receivables and intercompany loans. The contracts are marked-to-market, and resulting gains or losses are reflected in income and are generally offset by losses or gains on the foreign currency exposure being managed. At June 30, 2015 and December 31, 2014, AbbVie held notional amounts of $5.5 billion and $6.8 billion, respectively, of such foreign currency forward exchange contracts. AbbVie is a party to interest rate hedge contracts, designated as fair value hedges, totaling $11.0 billion and $8.0 billion at June 30, 2015 and December 31, 2014, respectively. The effect of the hedge is to change a fixed-rate interest obligation to a floating rate for that portion of the debt. AbbVie recorded the contracts at fair value and adjusted the carrying amount of the fixed-rate debt by an offsetting amount. The following table summarizes the amounts and location of AbbVie’s derivative instruments as of June 30, 2015: Fair value – Derivatives in asset position Fair value – Derivatives in liability position (in millions) Balance sheet caption Amount Balance sheet caption Amount Foreign currency forward exchange contracts — Hedging instruments Prepaid expenses and other $ Accounts payable and accrued liabilities $— Others not designated as hedges Prepaid expenses and other Accounts payable and accrued liabilities Interest rate swaps designated as fair value hedges n/a — Other long-term liabilities Total derivatives $ $ The following table summarizes the amounts and location of AbbVie’s derivative instruments as of December 31, 2014: Fair value – Derivatives in asset position Fair value – Derivatives in liability position (in millions) Balance sheet caption Amount Balance sheet caption Amount Foreign currency forward exchange contracts — Hedging instruments Prepaid expenses and other $ Accounts payable and accrued liabilities $— Others not designated as hedges Prepaid expenses and other Accounts payable and accrued liabilities Interest rate swaps designated as fair value hedges n/a — Other long-term liabilities Total derivatives $ $ While certain derivatives are subject to netting arrangements with the company’s counterparties, the company does not offset derivative assets and liabilities within the condensed consolidated balance sheets. The unrealized gains/(losses) for the effective portions of the derivative instruments designated as cash flow hedges recognized in other comprehensive income were $(11) million and $9 million for the three months ended June 30, 2015 and 2014, respectively, and $76 million and $30 million, respectively, for the six months ended June 30, 2015 and 2014. The amount of hedge ineffectiveness was not significant for the three and six months ended June 30, 2015 or 2014. The following table summarizes the location in the condensed consolidated statements of earnings and the amount of gain/(loss) recognized into net earnings for derivative instruments, including the effective portions of the gain/(loss) reclassified out of accumulated other comprehensive loss into net earnings: Three months ended June 30, Six months ended June 30, (in millions) Income statement caption 2015 2014 2015 2014 Foreign currency forward exchange contracts — Designated as cash flow hedges Cost of products sold $ $ ) $ $ ) Not designated as hedges Net foreign exchange loss ) ) ) Interest rate swaps designated as fair value hedges Interest expense, net ) — Total $ ) $ $ ) $ The gain/(loss) related to fair value hedges is recognized in interest expense, net and directly offsets the (loss)/gain on the underlying hedged item, the fixed-rate debt, resulting in no net impact to interest expense, net for the three and six months ended June 30, 2015 and 2014. Fair Value Measures The fair value hierarchy under the accounting standard for fair value measurements consists of the following three levels: · Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access; · Level 2 – Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market; and · Level 3 – Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company’s management about the assumptions market participants would use in pricing the asset or liability. The following table summarizes the bases used to measure certain assets and liabilities that are carried at fair value on a recurring basis in the condensed consolidated balance sheet as of June 30, 2015: Basis of fair value measurement (in millions) Balance at June 30, 2015 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Cash and equivalents $ $ $ $— Time deposits — — Equity securities — — Foreign currency contracts — — Total assets $ $ $ $— Liabilities Interest rate hedges $ $— $ $— Foreign currency contracts — — Total liabilities $ $— $ $— The following table summarizes the bases used to measure certain assets and liabilities that are carried at fair value on a recurring basis in the condensed consolidated balance sheet as of December 31, 2014: Basis of fair value measurement (in millions) Balance at December 31, 2014 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Cash and equivalents $ $ $ $— Time deposits — — Equity securities — — Foreign currency contracts — — Total assets $ $ $ $— Liabilities Interest rate hedges $ $— $ $— Foreign currency contracts — — Total liabilities $ $— $ $— The fair values for time deposits included in cash and equivalents and short-term investments are determined based on a discounted cash flow analysis reflecting quoted market rates for the same or similar instruments. The fair values of time deposits approximate their amortized cost due to the short maturities of these instruments. Available-for-sale equity securities consists of investments for which the fair values are determined by using the published market price per unit multiplied by the number of units held, without consideration of transaction costs. The derivatives entered into by the company are valued using publicized spot curves for interest rate hedges and publicized forward curves for foreign currency contracts. Cumulative net unrealized holding gains on available-for-sale equity securities totaled $12 million and $3 million at June 30, 2015 and December 31, 2014, respectively. There have been no transfers of assets or liabilities between the fair value measurement levels. In addition to the financial instruments that the company is required to recognize at fair value on the condensed consolidated balance sheets, the company has certain financial instruments that are recognized at historical cost or some basis other than fair value. The carrying values and fair values of certain financial instruments as of June 30, 2015 and December 31, 2014 are shown in the table below: Book values Approximate fair values (in millions) June 30, 2015 December 31, 2014 June 30, 2015 December 31, 2014 Assets Investments $ $ $ $ Liabilities Short-term borrowings — — Current portion of long-term debt and lease obligations Long-term debt and lease obligations, excluding fair value hedges The following table summarizes the bases used to measure the approximate fair values of the financial instruments as of June 30, 2015: Basis of fair value measurement (in millions) Fair Value at June 30, 2015 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Investments $ $ $ $ Total assets $ $ $ $ Liabilities Short-term borrowings $— $— $— $— Current portion of long-term debt and lease obligations — Long-term debt and lease obligations, excluding fair value hedges — Total liabilities $ $ $ $— The following table summarizes the bases used to measure the approximate fair values of the financial instruments as of December 31, 2014: Basis of fair value measurement (in millions) Fair Value at December 31, 2014 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Investments $ $ $ $ Total assets $ $ $ $ Liabilities Short-term borrowings $ $— $ $— Current portion of long-term debt and lease obligations — Long-term debt and lease obligations, excluding fair value hedges — Total liabilities $ $ $ $— Investments consist of cost method investments and held-to-maturity debt securities. Cost method investments include certain investments for which the fair value is determined by using the published market price per unit multiplied by the number of units held, without consideration of transaction costs. To determine the fair value of other cost method investments, the company takes into consideration recent transactions, as well as the financial information of the investee, which represents a Level 3 basis of fair value measurement. The fair values of held-to-maturity debt securities were estimated based upon the quoted market prices for the same or similar debt instruments. The fair values of short-term and current borrowings approximate the carrying values due to the short maturities of these instruments. The fair values of long-term debt, excluding fair value hedges, were determined by using the published market price for the debt instruments, without consideration of transaction costs, which represents a Level 1 basis of fair value measurement. The counterparties to financial instruments consist of select major international financial institutions. Concentrations of Risk The company invests excess cash in time deposits, money market funds, and U.S. Treasury securities and diversifies the concentration of cash among different financial institutions. The company monitors concentrations of credit risk associated with deposits with financial institutions. Credit exposure limits have been established to limit a concentration with any single issuer or institution. At June 30, 2015, AbbVie had approximately $260 million of net monetary assets denominated in the Venezuelan bolivar (converted at a rate of 6.3 VEF/USD) in its Venezuelan entity, which had net revenues of $51 million and $97 million for the three and six months ended June 30, 2015, respectively. If AbbVie’s net monetary assets denominated in the Venezuelan bolivar had been converted at a rate of 12.8 VEF/USD at June 30, 2015, it would have resulted in a devaluation loss of $132 million for both the three and six months ended June 30, 2015, respectively. The company cannot predict whether there will be further devaluations of the Venezuelan currency or whether the use of the official rate of 6.3 will continue to be supported by evolving facts and circumstances. If circumstances change such that the company concludes it would be appropriate to use a different rate, or if a devaluation of the official rate occurs, it could result in a significant change to AbbVie’s results of operations. Three U.S. wholesalers accounted for 47 percent and 49 percent of total net accounts receivable as of June 30, 2015 and December 31, 2014, respectively, and substantially all of AbbVie’s sales in the United States are to these three wholesalers. In addition, net governmental receivables outstanding in Greece, Portugal, Italy, and Spain totaled $514 million at June 30, 2015 and $446 million at December 31, 2014. HUMIRA ® (adalimumab) is AbbVie’s single largest product and accounted for approximately 63 percent and 62 percent of AbbVie’s total net revenues in the six months ended June 30, 2015 and 2014, respectively. Debt and Credit Facilities In May 2015, the company issued $16.7 billion aggregate principal amount of unsecured senior notes, consisting of $3.0 billion aggregate principal amount of its 1.8% senior notes due 2018, $3.75 billion aggregate principal amount of its 2.5% senior notes due 2020, $1.0 billion aggregate principal amount of its 3.2% senior notes due 2022, $3.75 billion aggregate principal amount of its 3.6% senior notes due 2025, $2.5 billion aggregate principal amount of its 4.5% senior notes due 2035 and $2.7 billion aggregate principal amount of its 4.7% senior notes due 2045. These senior notes rank equally with all other unsecured and unsubordinated indebtedness of the company. AbbVie may redeem the senior notes prior to maturity at a redemption price equal to the principal amount of the senior notes redeemed plus a make-whole premium. Debt issuance costs incurred in connection with the offering totaled $93 million and are being amortized over the respective terms of the notes to interest expense, net in the condensed consolidated statements of earnings. The senior notes contain customary covenants, all of which the company remains in compliance with as of June 30, 2015. Approximately $11.5 billion of the net proceeds were used to finance the acquisition of Pharmacyclics and approximately $5.0 billion of the net proceeds were used to finance the accelerated share repurchase agreement with Morgan Stanley. Refer to Notes 4 and 10 for additional information related to the acquisition of Pharmacyclics and the ASR, respectively. In March 2015, AbbVie entered into an $18 billion, 364-Day Bridge Term Loan Credit Agreement (the bridge loan) in support of the planned acquisition of Pharmacyclics. No amounts were drawn under the bridge loan, which was terminated in the second quarter of 2015 as a result of the company’s May 2015 issuance of the senior notes. Interest expense, net for the three and six months ended June 30, 2015 included $27 million and $86 million, respectively, of costs related to the bridge loan. Short-term borrowings include commercial paper borrowings of $416 million as of December 31, 2014. There were no short-term borrowings outstanding as of June 30, 2015. The weighted-average interest rate on outstanding commercial paper borrowings for the six months ended June 30, 2015 and 2014 was 0.3 percent and 0.2 percent, respectively. As of June 30, 2015, AbbVie was in compliance with the financial covenants of its $3.0 billion unsecured credit facility. No amounts were outstanding under this facility as of June 30, 2015 and December 31, 2014. |
Post-Employment Benefits
Post-Employment Benefits | 6 Months Ended |
Jun. 30, 2015 | |
Post-Employment Benefits | |
Post-Employment Benefits | Note 9 Post-Employment Benefits The following is a summary of net periodic benefit costs relating to the company’s defined benefit and other post-employment plans for the three months ended June 30, 2015 and 2014: Defined benefit plans Other post- employment plans (in millions) 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets ) ) — — Amortization of actuarial losses (gains) and prior service costs — ) Net periodic benefit cost $ $ $ $ The following is a summary of net periodic benefit costs relating to the company’s defined benefit and other post-employment plans for the six months ended June 30, 2015 and 2014: Defined benefit plans Other post- employment plans (in millions) 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets ) ) — — Amortization of actuarial losses (gains) and prior service costs ) Net periodic benefit cost $ $ $ $ AbbVie made voluntary contributions of $150 million and $370 million in the six months ended June 30, 2015 and 2014 to its main domestic defined benefit pension plan. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity | |
Equity | Note 10 Equity Stock-Based Compensation Stock-based compensation expense was $55 million and $49 million for the three months ended June 30, 2015 and 2014, respectively, and $174 million and $154 million for the six months ended June 30, 2015 and 2014, respectively, and is principally classified in SG&A expenses with the remainder classified in R&D expense and cost of products sold. Prior to separation, AbbVie employees participated in Abbott’s incentive stock program. The AbbVie 2013 Incentive Stock Program, adopted at the time of separation, facilitated the assumption of certain awards granted under Abbott’s incentive stock program and authorizes the post-separation grant of several different forms of benefits, including nonqualified stock options, RSAs, RSUs, and performance-based RSAs and RSUs. In connection with the separation, outstanding Abbott employee stock options, RSAs, and RSUs previously issued under Abbott’s incentive stock program, were adjusted and converted into new Abbott and AbbVie stock-based awards using a formula designed to preserve the intrinsic value and fair value of the awards immediately prior to the separation. Upon the separation on January 1, 2013, holders of Abbott stock options, RSAs, and RSUs, generally received one AbbVie stock-based award for each Abbott stock-based award outstanding. These adjusted awards retained the vesting schedule and expiration date of the original awards. No awards have been granted to Abbott employees other than in connection with the separation. Stock Options The exercise price for options granted is equal to at least 100 percent of the market value on the date of grant. Stock options typically have a contractual term of 10 years and generally vest in one-third increments over a three-year period. The fair value of stock options is determined using the Black-Scholes model. The weighted-average grant-date fair values of the stock options granted during the six months ended June 30, 2015 and 2014 were $9.96 and $9.83, respectively. Stock-based compensation expense attributable to options during each of the periods presented was not material. The following table summarizes AbbVie stock option activity for both AbbVie and Abbott employees for the six months ended June 30, 2015: (options in thousands, aggregate intrinsic value in millions) Options Weighted- average exercise price Weighted- average remaining life (in years) Aggregate intrinsic value Outstanding at December 31, 2014 $ $ Granted Exercised ) Lapsed ) Outstanding at June 30, 2015 $ Exercisable at June 30, 2015 $ $ The aggregate intrinsic value in the table above represents the difference between the exercise price and the company’s closing stock price on the last day of trading for the six months ended June 30, 2015. The total intrinsic value of options exercised was $59 million and $39 million for the three months ended June 30, 2015 and 2014, respectively, and $143 million and $111 million for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, $7 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next two years. RSAs & RSUs The following table summarizes AbbVie RSA and RSU activity (including performance-based awards) for both AbbVie and Abbott employees for the six months ended June 30, 2015: (share units in thousands) Share units Weighted-average grant date fair value Outstanding at December 31, 2014 $ Granted Vested ) Lapsed ) Outstanding at June 30, 2015 $ The weighted-average grant date fair value per share of RSAs and RSUs (including performance-based awards) is determined based on the number of shares granted and the quoted price of the company’s common stock on the date of the grant. The fair market value of RSAs and RSUs vested was $14 million and $11 million for the three months ended June 30, 2015 and 2014, respectively, and $324 million and $325 million for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, $264 million of unrecognized compensation cost related to RSAs and RSUs is expected to be recognized as expense over approximately the next two years. Cash Dividends On June 18, 2015, the board of directors declared a quarterly cash dividend of $0.51 per share. The dividend is payable August 14, 2015 to stockholders of record at the close of business on July 15, 2015. Additionally, on February 13 and May 15, 2015, AbbVie paid quarterly cash dividends of $0.49 and $0.51 per share of common stock, respectively, which were declared by the board of directors on October 20, 2014 and February 19, 2015, respectively. The dividends declared on October 20, 2014 and February 19, 2015, represented an increase of nearly 17 percent and approximately 4 percent, respectively, over the previous quarterly rate of $0.42 per share and $0.49 per share, respectively. On February 14, May 15, and August 15, 2014, AbbVie paid quarterly cash dividends of $0.40, $0.42, and $0.42 per share of common stock, respectively, which were declared by the board of directors on December 12, 2013, February 20, 2014, and June 19, 2014 respectively. Stock Repurchase Program On February 15, 2013, AbbVie’s board of directors authorized a $1.5 billion common stock repurchase program. On October 20, 2014, AbbVie’s board of directors authorized a new $5.0 billion stock repurchase program, which was effective immediately and superseded the previous authorization. This program is expected to be executed over the next several years. The stock repurchase authorization permits purchases of AbbVie shares from time to time in open market or private transactions at management’s direction depending on the company’s cash flows, net debt level, and market conditions. The program has no time limit and can be discontinued at any time. In March 2015, the board of directors authorized a $5.0 billion increase to the existing stock repurchase program in anticipation of executing an accelerated share repurchase agreement in connection with the acquisition of Pharmacyclics. On May 26, 2015, AbbVie entered into and executed the $5.0 billion ASR with Morgan Stanley. Pursuant to the terms of ASR, Morgan Stanley made an initial delivery of approximately 68 million shares of AbbVie’s common stock on May 27, 2015, which represented approximately 90% of the total shares expected to be delivered under the ASR. AbbVie recorded the aggregate $5.0 billion purchase price as a reduction to stockholders’ equity, consisting of a $4.5 billion increase in common stock held in treasury and a $500 million reduction in additional paid-in capital in the condensed consolidated balance sheet as of June 30, 2015. At settlement of the ASR, Morgan Stanley may be required to deliver additional shares of AbbVie’s common stock to AbbVie, or AbbVie may be required to deliver shares of its common stock or may elect to make a cash payment to Morgan Stanley. The number of shares to be delivered or the amount of such payment shall be based on the difference between the daily volume-weighted average price of AbbVie’s common stock during the term of the ASR and the initial $5.0 billion paid. The final settlement of the ASR is expected to occur before the end of the fourth quarter of 2015 and may be accelerated at the option of Morgan Stanley. In addition, AbbVie repurchased approximately 4 million shares for $250 million in the open market during the six months ended June 30, 2015 and approximately 5 million shares for $250 million in the open market during the six months ended June 30, 2014. Shares repurchased under these programs are recorded at acquisition cost, including related expenses, and are available for general corporate purposes. AbbVie’s remaining stock repurchase authorization was $4.4 billion as of June 30, 2015. Accumulated Other Comprehensive Loss The following table summarizes the changes in balances of each component of accumulated other comprehensive loss, net of tax for the six months ended June 30, 2015: (in millions) (brackets denote losses) Foreign currency translation adjustments Pension and post- employment benefits Unrealized gains on marketable equity securities Hedging activities Total Balance as of December 31, 2014 $ ) $ ) $ $ $ ) Other comprehensive (loss) income before reclassifications ) ) Amounts reclassified from accumulated other comprehensive loss — — ) ) Net current-period other comprehensive (loss) income ) ) ) Balance as of June 30, 2015 $ ) $ $ $ $ ) Other comprehensive loss for the six months ended June 30, 2015 includes foreign currency translation adjustments totaling a loss of $416 million, which was principally driven by the impact of the continued weakening of the Euro in the six months ended June 30, 2015 on the translation of the company’s Euro-denominated assets. The following table summarizes the changes in balances of each component of accumulated other comprehensive loss, net of tax for the six months ended June 30, 2014: (in millions) (brackets denote losses) Foreign currency translation adjustments Pension and post- employment benefits Unrealized gains on marketable equity securities Hedging activities Total Balance as of December 31, 2013 $ $ ) $ $ ) $ ) Other comprehensive (loss) income before reclassifications ) — — ) Amounts reclassified from accumulated other comprehensive loss — — Net current-period other comprehensive (loss) income ) — Balance as of June 30, 2014 $ $ ) $ $ ) $ ) The table below presents the significant amounts reclassified out of each component of accumulated other comprehensive loss for the three and six months ended June 30, 2015 and 2014: Three months ended June 30, Six months ended June 30, (in millions) (brackets denote losses) 2015 2014 2015 2014 Pension and post-employment benefits Amortization of actuarial losses and other (a) $ $ $ $ Less tax benefit ) ) ) ) Total reclassification, net of tax $ $ $ $ Hedging activities (Gains) losses on designated cash flow hedges (b) $ ) $ $ ) $ Less tax expense — — Total reclassification, net of tax $ ) $ $ ) $ (a) Amounts are included in the computation of net periodic benefit cost (see Note 9). (b) Amounts are included in cost of products sold (see Note 8). |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes | |
Income Taxes | Note 11 Income Taxes The effective tax rate was 19 percent and 22 percent for the three and six months ended June 30, 2015, respectively, and 23 percent and 24 percent for the three and six months ended June 30, 2014, respectively. The effective tax rate in each period differs from the statutory tax rate of 35 percent primarily due to the benefit from foreign operations, which reflects the impact of lower statutory tax rates in locations outside the United States, tax exemptions and incentives in Puerto Rico and other foreign tax jurisdictions, and business development activities together with the cost of repatriation decisions. The decrease in the effective tax rate for the three and six months ended June 30, 2015 over the prior year was principally due to changes in the jurisdictional mix of earnings , as well as certain discrete factors and events, including the reversal of previously recognized state valuation allowances of $103 million recorded in connection with the acquisition of Pharmacyclics. Due to the potential for resolution of federal, state, and foreign examinations, and the expiration of various statutes of limitations, i t is reasonably possible that the company’s gross unrecognized tax benefits balance may change within the next twelve months up to $22 million. AbbVie and Abbott entered into a tax sharing agreement effective on the date of separation, which provides that Abbott is liable for and has indemnified AbbVie against all income tax liabilities for periods prior to the separation. Accordingly, Abbott will indemnify and hold AbbVie harmless if the tax positions are settled for amounts in excess of recorded liabilities, and AbbVie will not benefit if prior tax positions are resolved more favorably than recorded amounts. |
Legal Proceedings and Contingen
Legal Proceedings and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Legal Proceedings and Contingencies | |
Legal Proceedings and Contingencies | Note 12 Legal Proceedings and Contingencies AbbVie is subject to contingencies, such as various claims, legal proceedings and investigations regarding product liability, intellectual property, commercial, securities and other matters that arise in the normal course of business. Loss contingency provisions are recorded for probable losses at management’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount within a probable range is recorded. The recorded accrual balance for litigation at June 30, 2015 and December 31, 2014 was not significant. Within the next year, initiation of new legal proceedings or a change in the status of existing proceedings may result in a change in the estimated loss accrued by AbbVie. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on AbbVie’s consolidated financial position, results of operations or cash flows. Subject to certain exceptions specified in the separation agreement by and between Abbott Laboratories (Abbott) and AbbVie, AbbVie assumed the liability for, and control of, all pending and threatened legal matters related to its business, including liabilities for any claims or legal proceedings related to products that had been part of its business but were discontinued prior to the distribution, as well as assumed or retained liabilities, and will indemnify Abbott for any liability arising out of or resulting from such assumed legal matters. Several pending lawsuits filed against Unimed Pharmaceuticals, Inc., Solvay Pharmaceuticals, Inc. (a company Abbott acquired in February 2010 and now known as AbbVie Products LLC) and others are consolidated for pre-trial purposes in the United States District Court for the Northern District of Georgia under the Multi-District Litigation (MDL) Rules as In re: AndroGel Antitrust Litigation , MDL No. 2084. These cases, brought by private plaintiffs and the Federal Trade Commission (FTC), generally allege Solvay’s 2006 patent litigation involving AndroGel® was sham litigation and the patent litigation settlement agreement and related agreements with three generic companies violate federal and state antitrust laws and state consumer protection and unjust enrichment laws. Plaintiffs generally seek monetary damages and/or injunctive relief and attorneys’ fees. MDL No. 2084 includes: (a) four individual plaintiff lawsuits; (b) six purported class actions; and (c) Federal Trade Commission v. Watson Pharmaceuticals, Inc. et al. Following the district court’s dismissal of all plaintiffs’ claims, appellate proceedings led to the reinstatement of the claims regarding the patent litigation settlement, which are proceeding in discovery in the district court. The Attorney General of the State of Alaska has served AbbVie with a Civil Investigative Demand, primarily seeking documents that AbbVie produced in these lawsuits. In November 2007, GlaxoSmithKline plc (GSK) filed a lawsuit against Abbott in the United States District Court for the Northern District of California alleging that Abbott violated federal antitrust and various state laws in connection with the 2003 Norvir® re-pricing. In March 2011, a jury found that Abbott did not violate antitrust laws, but breached its license agreement with GSK. In January 2014, the United States Court of Appeals for the Ninth Circuit reversed this verdict and remanded the case for a new trial due to the alleged improper exclusion of a potential juror. The case was returned to the district court in California, but after GSK dismissed its federal antitrust claims, the case was transferred in April 2015 to the United States District Court for the Middle District of North Carolina, where pre-trial proceedings are pending. AbbVie assumed the liability for and control of this proceeding in connection with its separation from Abbott. Lawsuits are pending against AbbVie and others generally alleging that the 2005 patent litigation settlement involving Niaspan® entered into between Kos Pharmaceuticals, Inc. (a company acquired by Abbott in 2006 and presently a subsidiary of AbbVie) and a generic company violates federal and state antitrust laws and state unfair and deceptive trade practices and unjust enrichment laws. Plaintiffs generally seek monetary damages and/or injunctive relief and attorneys’ fees. Two individual plaintiff lawsuits and 17 purported class actions are consolidated for pre-trial proceedings in the United States District Court for the Eastern District of Pennsylvania under the MDL Rules as In re: Niaspan Antitrust Litigation , MDL No. 2460. The office of the Attorney General of the State of Alaska has served AbbVie with a Civil Investigative Demand, primarily seeking documents that AbbVie produced in this lawsuit. In September 2014, the FTC filed suit in the United States District Court for the Eastern District of Pennsylvania against AbbVie and others, alleging that the 2011 patent litigation with two generic companies regarding AndroGel® was sham litigation and the patent litigation settlement with one of those generic companies violates federal antitrust laws. The FTC’s complaint seeks monetary damages and injunctive relief. In May 2015, the court dismissed the FTC’s claim regarding the patent litigation settlement and the FTC is seeking reconsideration of that dismissal. The office of the Attorney General of the State of Alaska has served AbbVie with a Civil Investigative Demand, primarily seeking documents that AbbVie produced in this lawsuit. In March 2015, the State of Louisiana filed a lawsuit, State of Louisiana v. Fournier Industrie et Sante, et al. , against AbbVie, Abbott and affiliated Abbott entities in Louisiana state court. Plaintiff alleges that patent applications and patent litigation filed and other alleged conduct from the early 2000’s and before related to the drug TriCor® violated Louisiana state antitrust and unfair trade practices laws. The lawsuit seeks monetary damages and attorneys’ fees. In August 2013, a putative class action lawsuit, Sidney Hillman Health Center of Rochester, et al. v. AbbVie Inc., et al. , was filed against AbbVie in the United States District Court for the Northern District of Illinois by three healthcare benefit providers alleging violations of Federal Racketeer Influenced and Corrupt Organizations (RICO) statutes and state deceptive business practice and unjust enrichment laws in connection with reimbursements for certain uses of Depakote® from 1998 to 2012. Plaintiffs seek monetary damages and/or equitable relief and attorneys’ fees. In April 2015, the United States Court of Appeals for the Seventh Circuit reversed the district court’s decision to dismiss all of the plaintiffs’ claims with prejudice on statute of limitations grounds. The case has been returned to the district court for further proceedings. In November 2014, a putative class action lawsuit, Medical Mutual of Ohio v. AbbVie Inc., et al. , was filed against several manufacturers of testosterone replacement therapies (TRTs), including AbbVie, in the United States District Court for the Northern District of Illinois on behalf of all insurance companies, health benefit providers, and other third-party payors who paid for TRTs, including AndroGel®. The claims asserted include violations of the federal RICO Act and state consumer fraud and deceptive trade practices laws. The complaint seeks monetary damages and injunctive relief. Product liability cases are pending in which plaintiffs generally allege that AbbVie and other manufacturers of TRTs did not adequately warn about risks of certain injuries, primarily heart attacks, strokes and blood clots. Approximately 1250 cases are consolidated for pre-trial purposes in the United States District Court for the Northern District of Illinois under the Multi-District Litigation Rules as In re: Testosterone Replacement Therapy Products Liability Litigation , MDL No. 2545. Approximately 50 cases are pending in various state courts. Plaintiffs seek compensatory and punitive damages. Product liability cases are pending in which plaintiffs generally allege that AbbVie did not adequately warn about risk of certain injuries, primarily various birth defects, arising from use of Depakote®. Over ninety percent of the approximately 700 claims are pending in the United States District Court for the Southern District of Illinois, and the rest are pending in various other federal and state courts. Plaintiffs seek compensatory and punitive damages. In November 2014, five individuals filed a putative class action lawsuit on behalf of purchasers and sellers of certain Shire plc securities between June 20 and October 14, 2014, against AbbVie and its chief executive officer in the United States District Court for the Northern District of Illinois alleging that the defendants made and/or are responsible for material misstatements in violation of federal securities laws in connection with AbbVie’s proposed transaction with Shire. The complaint seeks monetary damages and injunctive relief. In December 2014, a shareholder derivative lawsuit, Plumbers & Steamfitters Local 60 Pension Plans v. J.P. Morgan Securities LLC, et al. , was filed in Delaware Chancery Court, alleging that AbbVie’s directors breached their fiduciary duties in connection with the Shire transaction approval and termination. The lawsuit seeks monetary damages for AbbVie, among other relief. AbbVie is seeking to enforce its patent rights relating to ritonavir/lopinavir tablets (a drug AbbVie sells under the trademark Kaletra®). In a case filed in the United States District Court for the Northern District of Illinois in March 2009, AbbVie alleges that Matrix Laboratories, Inc.’s, Matrix Laboratories, Ltd.’s, and Mylan, Inc.’s proposed generic products infringe AbbVie’s patents and seeks declaratory and injunctive relief. Upon Matrix’s motion in November 2009, the court granted a five-year stay of the litigation unless good cause to lift the stay is shown. On July 1, 2014, the stay was lifted pursuant to the original terms of the court order entered in 2009. In February 2015, in a related case filed in the United States District Court for the Northern District of Illinois, AbbVie alleges that Mylan Pharmaceuticals Inc.’s, Mylan Laboratories, Ltd.’s and Mylan Laboratories, Inc.’s proposed generic lopinavir/ritonavir products infringe additional AbbVie patents and seeks declaratory and injunctive relief. AbbVie is seeking to enforce its patent rights relating to ritonavir tablets (a drug AbbVie sells under the trademark Norvir®). In a case filed in the United States District Court for the District of Delaware in October 2014, AbbVie alleges that Mylan Pharmaceutical Inc.’s proposed generic ritonavir tablets product infringes AbbVie’s patents and seeks declaratory and injunctive relief. As previously disclosed, AbbVie sought to enforce its patent rights relating to testosterone gel (a drug AbbVie sells under the trademark AndroGel® 1.62%). In a case filed in the United States District Court for the District of Delaware in February 2013, AbbVie alleged that Perrigo Company’s and Perrigo Israel Pharmaceutical Ltd.’s proposed generic product infringed AbbVie’s patents and sought declaratory and injunctive relief. On April 28, 2015, AbbVie and Perrigo entered into a settlement and license agreement, the terms of which are confidential. The litigation was dismissed by stipulation of the parties. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information | |
Segment Information | Note 13 Segment Information AbbVie operates in one business segment—pharmaceutical products. Substantially all of AbbVie’s net revenues in the United States are to three wholesalers. Outside the United States, products are sold primarily to health care providers or through distributors, depending on the market served. The following table details AbbVie’s worldwide net revenues: Three months ended June 30, Six months ended June 30, (in millions) 2015 2014 2015 2014 HUMIRA $ $ $ $ IMBRUVICA — — VIEKIRA — — Creon Synagis Lupron Synthroid Kaletra AndroGel Sevoflurane Duodopa Dyslipidemia products All other Total net revenues $ $ $ $ |
Supplemental Financial Inform21
Supplemental Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Financial Information | |
Schedule of interest expense, net | Interest Expense, Net Three months ended June 30, Six months ended June 30, (in millions) 2015 2014 2015 2014 Interest expense $ $ $ $ Interest income ) ) ) ) Interest expense, net $ $ $ $ |
Schedule of inventories, net | (in millions) June 30, 2015 December 31, 2014 Finished goods $ $ Work-in-process Raw materials Inventories, net $ $ |
Schedule of property and equipment, net | (in millions) June 30, 2015 December 31, 2014 Property and equipment, gross $ $ Less accumulated depreciation ) ) Property and equipment, net $ $ |
Licensing, Acquisitions and o22
Licensing, Acquisitions and other Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Licensing, Acquisitions and Other Arrangements | |
Schedule of consideration paid | (in millions) Fair value of AbbVie common stock issued to Pharmacyclics stockholders $ Cash consideration paid to Pharmacyclics stockholders Cash consideration paid to Pharmacyclics equity award holders Total consideration $ |
Schedule of fair value of the assets acquired and liabilities assumed | (in millions) Assets acquired and liabilities assumed Cash and equivalents $ Short-term investments Accounts and other receivables Inventories Other assets Intangible assets Definite-lived developed product rights Definite-lived license agreements Indefinite-lived research and development Accounts payable and accrued liabilities ) Deferred income taxes ) Other long-term liabilities ) Total identifiable net assets Goodwill Total assets acquired and liabilities assumed $ |
Schedule of pro forma combined results of operations | Three months ended June 30, Six months ended June 30, (in millions, except per share information) 2015 2014 2015 2014 Net revenues $ $ $ $ Net earnings $ $ $ $ Basic earnings per share $ $ $ $ Diluted earnings per share $ $ $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets | |
Summary of changes in the carrying amount of the entity's goodwill | (in millions) Balance as of December 31, 2014 $ Additions Foreign currency translation and other adjustments Balance as of June 30, 2015 $ |
Schedule of intangible assets | June 30, 2015 December 31, 2014 (in millions) Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Definite-lived intangible assets Developed product rights $ $ ) $ $ $ ) $ License agreements ) ) Total definite-lived intangible assets ) ) Indefinite-lived research and development — — Total intangible assets, net $ $ ) $ $ $ ) $ |
Restructuring Plans (Tables)
Restructuring Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring Plans | |
Summary of the cash activity in the restructuring reserve | (in millions) Accrued balance at December 31, 2014 $ 2015 restructuring charges Payments and other adjustments ) Accrued balance at June 30, 2015 $ |
Financial Instruments and Fai25
Financial Instruments and Fair Value Measures (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Financial Instruments and Fair Value Measures | |
Schedule of amounts and balance sheet location of derivatives | The following table summarizes the amounts and location of AbbVie’s derivative instruments as of June 30, 2015: Fair value – Derivatives in asset position Fair value – Derivatives in liability position (in millions) Balance sheet caption Amount Balance sheet caption Amount Foreign currency forward exchange contracts — Hedging instruments Prepaid expenses and other $ Accounts payable and accrued liabilities $— Others not designated as hedges Prepaid expenses and other Accounts payable and accrued liabilities Interest rate swaps designated as fair value hedges n/a — Other long-term liabilities Total derivatives $ $ The following table summarizes the amounts and location of AbbVie’s derivative instruments as of December 31, 2014: Fair value – Derivatives in asset position Fair value – Derivatives in liability position (in millions) Balance sheet caption Amount Balance sheet caption Amount Foreign currency forward exchange contracts — Hedging instruments Prepaid expenses and other $ Accounts payable and accrued liabilities $— Others not designated as hedges Prepaid expenses and other Accounts payable and accrued liabilities Interest rate swaps designated as fair value hedges n/a — Other long-term liabilities Total derivatives $ $ |
Schedule of derivative activity and amounts and location of income (expense) and gain (loss) reclassified into net earnings | Three months ended June 30, Six months ended June 30, (in millions) Income statement caption 2015 2014 2015 2014 Foreign currency forward exchange contracts — Designated as cash flow hedges Cost of products sold $ $ ) $ $ ) Not designated as hedges Net foreign exchange loss ) ) ) Interest rate swaps designated as fair value hedges Interest expense, net ) — Total $ ) $ $ ) $ |
Summary of the bases used to measure certain assets and liabilities that are carried at fair value on a recurring basis in the condensed consolidated balance sheets | Basis of fair value measurement (in millions) Balance at June 30, 2015 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Cash and equivalents $ $ $ $— Time deposits — — Equity securities — — Foreign currency contracts — — Total assets $ $ $ $— Liabilities Interest rate hedges $ $— $ $— Foreign currency contracts — — Total liabilities $ $— $ $— Basis of fair value measurement (in millions) Balance at December 31, 2014 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Cash and equivalents $ $ $ $— Time deposits — — Equity securities — — Foreign currency contracts — — Total assets $ $ $ $— Liabilities Interest rate hedges $ $— $ $— Foreign currency contracts — — Total liabilities $ $— $ $— |
Schedule of the carrying values and fair values of certain financial instruments | Book values Approximate fair values (in millions) June 30, 2015 December 31, 2014 June 30, 2015 December 31, 2014 Assets Investments $ $ $ $ Liabilities Short-term borrowings — — Current portion of long-term debt and lease obligations Long-term debt and lease obligations, excluding fair value hedges |
Schedule of fair value of financial instruments by fair value basis | Basis of fair value measurement (in millions) Fair Value at June 30, 2015 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Investments $ $ $ $ Total assets $ $ $ $ Liabilities Short-term borrowings $— $— $— $— Current portion of long-term debt and lease obligations — Long-term debt and lease obligations, excluding fair value hedges — Total liabilities $ $ $ $— Basis of fair value measurement (in millions) Fair Value at December 31, 2014 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Investments $ $ $ $ Total assets $ $ $ $ Liabilities Short-term borrowings $ $— $ $— Current portion of long-term debt and lease obligations — Long-term debt and lease obligations, excluding fair value hedges — Total liabilities $ $ $ $— |
Post-Employment Benefits (Table
Post-Employment Benefits (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
AbbVie sponsored plans | |
Employee Benefit Plans | |
Summary of net periodic benefit cost relating to the company's defined benefit and other post-employment plans | The following is a summary of net periodic benefit costs relating to the company’s defined benefit and other post-employment plans for the three months ended June 30, 2015 and 2014: Defined benefit plans Other post- employment plans (in millions) 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets ) ) — — Amortization of actuarial losses (gains) and prior service costs — ) Net periodic benefit cost $ $ $ $ The following is a summary of net periodic benefit costs relating to the company’s defined benefit and other post-employment plans for the six months ended June 30, 2015 and 2014: Defined benefit plans Other post- employment plans (in millions) 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets ) ) — — Amortization of actuarial losses (gains) and prior service costs ) Net periodic benefit cost $ $ $ $ |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity | |
Summary of AbbVie stock option activity for both AbbVie and Abbott employees | (options in thousands, aggregate intrinsic value in millions) Options Weighted- average exercise price Weighted- average remaining life (in years) Aggregate intrinsic value Outstanding at December 31, 2014 $ $ Granted Exercised ) Lapsed ) Outstanding at June 30, 2015 $ Exercisable at June 30, 2015 $ $ |
Summary of AbbVie RSA and RSU activity (including performance-based awards) for both AbbVie and Abbott employees | (share units in thousands) Share units Weighted-average grant date fair value Outstanding at December 31, 2014 $ Granted Vested ) Lapsed ) Outstanding at June 30, 2015 $ |
Summary of changes in balances of each component of accumulated other comprehensive loss | (in millions) (brackets denote losses) Foreign currency translation adjustments Pension and post- employment benefits Unrealized gains on marketable equity securities Hedging activities Total Balance as of December 31, 2014 $ ) $ ) $ $ $ ) Other comprehensive (loss) income before reclassifications ) ) Amounts reclassified from accumulated other comprehensive loss — — ) ) Net current-period other comprehensive (loss) income ) ) ) Balance as of June 30, 2015 $ ) $ $ $ $ ) (in millions) (brackets denote losses) Foreign currency translation adjustments Pension and post- employment benefits Unrealized gains on marketable equity securities Hedging activities Total Balance as of December 31, 2013 $ $ ) $ $ ) $ ) Other comprehensive (loss) income before reclassifications ) — — ) Amounts reclassified from accumulated other comprehensive loss — — Net current-period other comprehensive (loss) income ) — Balance as of June 30, 2014 $ $ ) $ $ ) $ ) |
Schedule of the significant amounts reclassified out of each component of accumulated other comprehensive loss | Three months ended June 30, Six months ended June 30, (in millions) (brackets denote losses) 2015 2014 2015 2014 Pension and post-employment benefits Amortization of actuarial losses and other (a) $ $ $ $ Less tax benefit ) ) ) ) Total reclassification, net of tax $ $ $ $ Hedging activities (Gains) losses on designated cash flow hedges (b) $ ) $ $ ) $ Less tax expense — — Total reclassification, net of tax $ ) $ $ ) $ (a) Amounts are included in the computation of net periodic benefit cost (see Note 9). (b) Amounts are included in cost of products sold (see Note 8). |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information | |
Schedule of consolidated financial information by segment | Three months ended June 30, Six months ended June 30, (in millions) 2015 2014 2015 2014 HUMIRA $ $ $ $ IMBRUVICA — — VIEKIRA — — Creon Synagis Lupron Synthroid Kaletra AndroGel Sevoflurane Duodopa Dyslipidemia products All other Total net revenues $ $ $ $ |
Background and Basis of Prese29
Background and Basis of Presentation (Details) $ in Millions | Jan. 02, 2013 | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)customer | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Background and Basis of Presentation | ||||||
Number of wholesalers | customer | 3 | |||||
Separation-related expenses | $ 95 | $ 110 | $ 199 | $ 190 | ||
Operations and assets (net of liabilities) on which legal transfer of did not occur with the separation of the entity | ||||||
Debt issuance costs classified as a reduction to long-term debt and lease obligations | $ 93 | |||||
Recent Accounting Prounouncements | ||||||
Operations and assets (net of liabilities) on which legal transfer of did not occur with the separation of the entity | ||||||
Debt issuance costs classified as a reduction to long-term debt and lease obligations | $ 122 | |||||
Prepaid expenses and other current assets | ||||||
Operations and assets (net of liabilities) on which legal transfer of did not occur with the separation of the entity | ||||||
Deferred financing costs | $ 7 | |||||
Other long-term assets | ||||||
Operations and assets (net of liabilities) on which legal transfer of did not occur with the separation of the entity | ||||||
Deferred financing costs | $ 27 | |||||
AbbVie sponsored plans | ||||||
Background and Basis of Presentation | ||||||
Percentage of outstanding common stock distributed to Abbott Laboratories' shareholders | 100.00% |
Supplemental Financial Inform30
Supplemental Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Interest Expense, Net | |||||
Interest expense | $ 172 | $ 73 | $ 304 | $ 143 | |
Interest income | (8) | (4) | (14) | (9) | |
Interest expense, net | 164 | 69 | 290 | 134 | |
Inventories, Net | |||||
Finished goods | 478 | 478 | $ 341 | ||
Work-in-process | 1,019 | 1,019 | 629 | ||
Raw materials | 126 | 126 | 154 | ||
Inventories, net | 1,623 | 1,623 | 1,124 | ||
Property and Equipment, Net | |||||
Property and equipment, gross | 7,172 | 7,172 | 7,105 | ||
Less accumulated depreciation | (4,655) | (4,655) | (4,620) | ||
Property and equipment, net | 2,517 | 2,517 | $ 2,485 | ||
Depreciation expense | 104 | $ 103 | 194 | $ 192 | |
Pharmacyclics Inc | |||||
Interest Expense, Net | |||||
Interest expense, net | 27 | 86 | |||
Inventories, Net | |||||
Inventories, net | $ 490 | $ 490 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ in Millions | May. 27, 2015 | May. 26, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Oct. 20, 2014 | Feb. 15, 2013 |
Anti-dilutive securities excluded from the computation of earnings per common share | |||||||||
Earnings allocable to participating securities (in dollars) | $ 7 | $ 7 | $ 11 | $ 11 | |||||
Amount authorized under stock repurchase program | $ 5,000 | $ 5,000 | $ 1,500 | ||||||
Payment for shares repurchased on the open market | $ 250 | $ 250 | |||||||
Shares repurchased | 4,000,000 | 5,000,000 | |||||||
Morgan Stanley & Co. LLC | |||||||||
Anti-dilutive securities excluded from the computation of earnings per common share | |||||||||
Percentage of initial delivery of shares | 90.00% | ||||||||
Amount authorized under stock repurchase program | $ 5,000 | ||||||||
Payment for shares repurchased on the open market | $ 5,000 | ||||||||
Shares repurchased | 68,000,000 | 68,000,000 | |||||||
RSAs & RSUs | |||||||||
Anti-dilutive securities excluded from the computation of earnings per common share | |||||||||
Anti-dilutive securities excluded from the computation of earnings per common share (in shares) | 3,000,000 | 3,000,000 | 3,000,000 | 4,000,000 |
Licensing, Acquisitions and O32
Licensing, Acquisitions and Other Arrangements (Details) - USD ($) $ / shares in Units, $ in Millions | May. 26, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | May. 31, 2015 |
Term loan facility | Bridge Term Loan Agreement | ||||
Collaborations and Other Arrangements | ||||
Debt term | 364 days | |||
Drawn amount | $ 0 | |||
Maximum borrowing of term loan facility | $ 18,000 | |||
Senior notes | ||||
Collaborations and Other Arrangements | ||||
Debt face amount | $ 16,700 | |||
Pharmacyclics Inc | ||||
Collaborations and Other Arrangements | ||||
Percentage of cash consideration | 58.00% | |||
Percentage of share consideration | 42.00% | |||
Shares issued as consideration | 128,000,000 | |||
Aggregate purchase price | $ 20,770 | |||
Cash consideration paid | $ 12,400 | |||
Fair value of AbbVie common stock issued to Pharmacyclics stockholders | 8,405 | |||
Cash consideration paid to Pharmacyclics stockholders | 11,749 | |||
Cash consideration paid to Pharmacyclics equity award holders | 616 | |||
Total consideration | $ 20,770 | |||
Maximum period of valuation | 1 year | |||
Pharmacyclics Inc | Scenario One | ||||
Collaborations and Other Arrangements | ||||
Purchase price payment partly in cash (in dollars per share) | $ 152.25 | |||
Purchase price payment partly in fair market value of shares of acquirer's common stock (in dollars per share) | 109 | |||
Pharmacyclics Inc | Scenario Two | ||||
Collaborations and Other Arrangements | ||||
Purchase price payment fully in cash (in dollars per share) | 261.25 | |||
Pharmacyclics Inc | Scenario Three | ||||
Collaborations and Other Arrangements | ||||
Purchase price payment fully in fair market value of shares of acquirer's common stock (in dollars per share) | $ 261.25 |
Licensing, Acquisitions and O33
Licensing, Acquisitions and Other Arrangements (Details 2) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | May. 26, 2015 | Dec. 31, 2014 | |
Assets acquired and liabilities assumed | |||||||
Goodwill | $ 13,209 | $ 13,209 | $ 13,209 | $ 5,862 | |||
Net Revenues | 5,475 | $ 4,926 | 10,515 | $ 9,489 | |||
Operating loss | 1,852 | 1,515 | 3,539 | 2,866 | |||
Amortization of Intangible Assets | 86 | $ 99 | 154 | $ 209 | |||
Pharmacyclics Inc | |||||||
Assets acquired and liabilities assumed | |||||||
Cash and equivalents | $ 877 | ||||||
Short-term investments | 11 | ||||||
Accounts and other receivables | 106 | ||||||
Inventories | 509 | ||||||
Other assets | 212 | ||||||
Accounts payable and accrued liabilities | (381) | ||||||
Deferred income taxes | (6,452) | ||||||
Other long-term liabilities | (254) | ||||||
Total identifiable net assets | 13,168 | ||||||
Goodwill | 7,602 | ||||||
Total assets acquired and liabilities assumed | 20,770 | ||||||
Fair market value step-up adjustment to inventories | 462 | $ 462 | $ 462 | ||||
Amortized period of inventory | 18 months | ||||||
Finite intangible assets weighted-average estimated useful life | 13 years | ||||||
Net Revenues | 107 | ||||||
Operating loss | 337 | ||||||
Acquisition-related compensation expense | 226 | ||||||
Acquisition-related inventory step up and amortization of intangible assets | 39 | ||||||
Acquisition-related transaction and integration costs | $ 89 | ||||||
Pharmacyclics Inc | IPR&D | |||||||
Assets acquired and liabilities assumed | |||||||
Intangible assets | 7,170 | ||||||
Pharmacyclics Inc | Developed product rights | |||||||
Assets acquired and liabilities assumed | |||||||
Intangible assets | 4,590 | ||||||
Pharmacyclics Inc | License agreements | |||||||
Assets acquired and liabilities assumed | |||||||
Intangible assets | $ 6,780 | ||||||
Pharmacyclics Inc | Selling, general and administrative expense | |||||||
Assets acquired and liabilities assumed | |||||||
Acquisition-related costs | 222 | ||||||
Pharmacyclics Inc | R&D | |||||||
Assets acquired and liabilities assumed | |||||||
Acquisition-related costs | 93 | ||||||
Pharmacyclics Inc | Cost of products sold | |||||||
Assets acquired and liabilities assumed | |||||||
Acquisition-related costs | $ 39 |
Licensing, Acquisitions and O34
Licensing, Acquisitions and Other Arrangements (Details 3) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Acquisitions | ||||
Acquired in-process research and development | $ 23 | $ 16 | $ 150 | $ 16 |
Cash outflows related to acquisitions and investments | 794 | 17 | ||
Cash outflows related to acquisitions and investments | 11,488 | |||
Pro forma combined results of operations | ||||
Net revenues | 5,625 | 5,039 | 10,871 | 9,721 |
Net earnings | $ 1,567 | $ 858 | $ 2,448 | $ 1,355 |
Basic earnings per share | $ 0.92 | $ 0.50 | $ 1.43 | $ 0.79 |
Diluted earnings per share | $ 0.91 | $ 0.49 | $ 1.42 | $ 0.78 |
C2N Diagnostics | ||||
Acquisitions | ||||
Additional contribution | $ 685 | |||
Calico Life Sciences LLC | ||||
Acquisitions | ||||
Cash outflows related to acquisitions and investments | 500 | |||
IPR&D | ||||
Acquisitions | ||||
Acquired in-process research and development | $ 23 | 150 | ||
Cash outflows related to acquisitions and investments | 794 | |||
IPR&D | C2N Diagnostics | ||||
Acquisitions | ||||
Initial upfront payment | $ 100 |
Collaboration with Janssen Bi35
Collaboration with Janssen Biotech, Inc. (Details) - Collaborative arrangement - USD ($) $ in Millions | May. 26, 2015 | Jun. 30, 2015 |
Collaborative and license agreements | ||
Share of collaboration development costs responsible by the entity (as a percent) | 40.00% | |
Janssen Biotech, Inc | ||
Collaborative and license agreements | ||
Milestone payments | $ 220 | |
Share of collaboration development costs responsible by Janssen (as a percent) | 60.00% | |
Share of pretax profits under collaboration | $ 45 | |
Janssen Biotech, Inc | Accounts receivable and other | ||
Collaborative and license agreements | ||
Amounts receivable | 25 | |
Janssen Biotech, Inc | Accounts payable and accrued liabilities | ||
Collaborative and license agreements | ||
Amounts payable | $ 98 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Goodwill | |||||
Currency translation and other adjustments | $ (255) | ||||
Carrying amount of goodwill | $ 13,209 | 13,209 | $ 5,862 | ||
Additions | 7,602 | ||||
Definite-lived intangible assets | |||||
Gross carrying amount | 17,060 | 17,060 | 5,643 | ||
Accumulated amortization | (4,702) | (4,702) | (4,575) | ||
Net carrying amount | 12,358 | 12,358 | 1,068 | ||
Indefinite-lived research and development | 7,579 | 7,579 | 445 | ||
Net carrying amount - Indefinite-lived research and development | 7,579 | 7,579 | 445 | ||
Total intangible assets gross carrying amount | 24,639 | 24,639 | 6,088 | ||
Accumulated amortization - Total intangible assets | (4,702) | (4,702) | (4,575) | ||
Total intangible assets | 19,937 | 19,937 | 1,513 | ||
Amortization of intangible assets | 86 | $ 99 | 154 | $ 209 | |
Impairment charges | 0 | $ 0 | |||
Anticipated annual amortization expense | |||||
2,015 | 387 | 387 | |||
2,016 | 675 | 675 | |||
2,017 | 950 | 950 | |||
2,018 | 1,200 | 1,200 | |||
2,019 | 1,400 | 1,400 | |||
Developed product rights | |||||
Definite-lived intangible assets | |||||
Gross carrying amount | 9,107 | 9,107 | 4,546 | ||
Accumulated amortization | (3,788) | (3,788) | (3,706) | ||
Net carrying amount | 5,319 | 5,319 | 840 | ||
License agreements | |||||
Definite-lived intangible assets | |||||
Gross carrying amount | 7,953 | 7,953 | 1,097 | ||
Accumulated amortization | (914) | (914) | (869) | ||
Net carrying amount | $ 7,039 | $ 7,039 | $ 228 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets (Details 2) $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill | |
Balance at the beginning of the period | $ 5,862 |
Additions | 7,602 |
Foreign currency translation and other adjustments | (255) |
Balance at the end pf the period | $ 13,209 |
Restructuring Plans (Details)
Restructuring Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring Plans | ||||
Restructuring charges | $ 17 | |||
Restructuring reserve activity | ||||
Accrued balance beginning of the period | 122 | |||
Restructuring Charges | 17 | |||
Payments and other adjustments | (30) | |||
Accrued balance end of the period | $ 109 | 109 | ||
Asset impairments | ||||
Restructuring Plans | ||||
Restructuring charges | 11 | 11 | ||
Restructuring reserve activity | ||||
Restructuring Charges | 11 | 11 | ||
Cost of products sold | ||||
Restructuring Plans | ||||
Restructuring charges | $ 5 | $ 9 | ||
Restructuring reserve activity | ||||
Restructuring Charges | $ 5 | $ 9 | ||
Cost of products sold and R&D | ||||
Restructuring Plans | ||||
Restructuring charges | 19 | 28 | ||
Restructuring reserve activity | ||||
Restructuring Charges | $ 19 | $ 28 |
Financial Instruments and Fai39
Financial Instruments and Fair Value Measures (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2015USD ($)item | Dec. 31, 2014USD ($) | |
Financial Instruments and Fair Value Measures | ||
Number of outstanding derivative instruments containing credit risk contingent features | item | 0 | |
Derivative instruments, notional amount and fair value | ||
Derivatives in asset position | $ 61 | $ 211 |
Derivatives in liability position | 208 | 243 |
Interest rate contracts | Fair value hedges | Other long-term liabilities | ||
Derivative instruments, notional amount and fair value | ||
Derivatives in liability position | 179 | 180 |
Designated as hedging instrument | Interest rate contracts | Fair value hedges | ||
Derivative instruments, notional amount and fair value | ||
Notional amount of derivative instruments | 11,000 | 8,000 |
Designated as hedging instrument | Foreign currency forward exchange contracts | Prepaid expenses and other | ||
Derivative instruments, notional amount and fair value | ||
Derivatives in asset position | 37 | 141 |
Designated as hedging instrument | Foreign currency forward exchange contracts | Cash flow hedges | ||
Derivative instruments, notional amount and fair value | ||
Notional amount of derivative instruments | $ 427 | 1,400 |
Approximate length of time over which accumulated gains and losses will be recognized in Cost of products sold | 12 months | |
Not designated as hedging instrument | Foreign currency forward exchange contracts | ||
Derivative instruments, notional amount and fair value | ||
Notional amount of derivative instruments | $ 5,500 | 6,800 |
Not designated as hedging instrument | Foreign currency forward exchange contracts | Prepaid expenses and other | ||
Derivative instruments, notional amount and fair value | ||
Derivatives in asset position | 24 | 70 |
Not designated as hedging instrument | Foreign currency forward exchange contracts | Accounts payable and accrued liabilities. | ||
Derivative instruments, notional amount and fair value | ||
Derivatives in liability position | $ 29 | $ 63 |
Financial Instruments and Fai40
Financial Instruments and Fair Value Measures (Details 2) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Gain (loss) on derivatives | ||||
Income (expense) and gain (loss) reclassified into or recorded in net earnings | $ (66) | $ 44 | $ (83) | $ 117 |
Cash flow hedges | Designated as hedging instrument | ||||
Gain (loss) on derivatives | ||||
Gains (losses) recognized in other comprehensive (loss) income | (11) | 9 | 76 | 30 |
Foreign currency forward exchange contracts | Not designated as hedging instrument | Net foreign exchange loss (gain) | ||||
Gain (loss) on derivatives | ||||
Income (expense) and gain (loss) reclassified into or recorded in net earnings | 4 | (18) | (165) | (19) |
Foreign currency forward exchange contracts | Cash flow hedges | Cost of products sold | ||||
Gain (loss) on derivatives | ||||
Income (expense) and gain (loss) reclassified into or recorded in net earnings | 51 | (24) | $ 82 | (36) |
Interest rate contracts | Fair value hedges | Interest expense (income), net | ||||
Gain (loss) on derivatives | ||||
Income (expense) and gain (loss) reclassified into or recorded in net earnings | $ (121) | $ 86 | $ 172 |
Financial Instruments and Fai41
Financial Instruments and Fair Value Measures (Details 3) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Derivatives in asset position | $ 61 | $ 211 |
Liabilities | ||
Derivatives in liability position | 208 | 243 |
Cumulative unrealized holding gains on available-for-sale equity securities | 12 | 3 |
Fair value | ||
Assets | ||
Short term investments | 151 | 145 |
Total assets | 151 | 145 |
Liabilities | ||
Total liabilities | 31,027 | 15,254 |
Quoted prices in active markets for identical assets (Level 1) | ||
Assets | ||
Short term investments | 64 | 68 |
Total assets | 64 | 68 |
Liabilities | ||
Total liabilities | 30,911 | 14,715 |
Significant other observable inputs (Level 2) | ||
Assets | ||
Short term investments | 18 | 13 |
Total assets | 18 | 13 |
Liabilities | ||
Total liabilities | 116 | 539 |
Significant unobservable inputs (Level 3) | ||
Assets | ||
Short term investments | 69 | 64 |
Total assets | 69 | 64 |
Recurring | Fair value | ||
Assets | ||
Cash and equivalents | 7,400 | 8,348 |
Equity securities | 52 | 13 |
Total assets | 8,374 | 8,581 |
Liabilities | ||
Interest rate hedges | 179 | 180 |
Total liabilities | 208 | 243 |
Recurring | Fair value | Foreign Exchange Contract | ||
Assets | ||
Derivatives in asset position | 61 | 211 |
Liabilities | ||
Derivatives in liability position | 29 | 63 |
Recurring | Fair value | Time deposits | ||
Assets | ||
Short term investments | 861 | 9 |
Recurring | Quoted prices in active markets for identical assets (Level 1) | ||
Assets | ||
Cash and equivalents | 1,136 | 1,214 |
Equity securities | 52 | 13 |
Total assets | 1,188 | 1,227 |
Recurring | Significant other observable inputs (Level 2) | ||
Assets | ||
Cash and equivalents | 6,264 | 7,134 |
Total assets | 7,186 | 7,354 |
Liabilities | ||
Interest rate hedges | 179 | 180 |
Total liabilities | 208 | 243 |
Recurring | Significant other observable inputs (Level 2) | Foreign Exchange Contract | ||
Assets | ||
Derivatives in asset position | 61 | 211 |
Liabilities | ||
Derivatives in liability position | 29 | 63 |
Recurring | Significant other observable inputs (Level 2) | Time deposits | ||
Assets | ||
Short term investments | $ 861 | $ 9 |
Financial Instruments and Fai42
Financial Instruments and Fair Value Measures (Details 4) $ in Millions | Jun. 30, 2015USD ($) |
Transfers of assets or liabilities between the fair value measurement levels | |
Transfer of assets from level 1 to level 2 | $ 0 |
Transfer of assets from level 2 to level 1 | 0 |
Transfer of liabilities from level 1 to level 2 | 0 |
Transfer of liabilities from level 2 to level 1 | $ 0 |
Financial Instruments and Fai43
Financial Instruments and Fair Value Measures (Details 5) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Book values | ||
Assets | ||
Investments | $ 100 | $ 95 |
Liabilities | ||
Short-term borrowings | 425 | |
Current portion of long-term debt and lease obligations | 4,007 | 4,014 |
Long-term debt and lease obligations, excluding fair value hedges | 27,295 | 10,718 |
Fair value | ||
Assets | ||
Investments | 151 | 145 |
Liabilities | ||
Short-term borrowings | 425 | |
Current portion of long-term debt and lease obligations | 4,010 | 4,026 |
Long-term debt and lease obligations, excluding fair value hedges | $ 27,017 | $ 10,803 |
Financial Instruments and Fai44
Financial Instruments and Fair Value Measures (Details 6) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Fair value | ||
Assets | ||
Investments | $ 151 | $ 145 |
Total assets | 151 | 145 |
Liabilities | ||
Short-term borrowings | 425 | |
Current portion of long-term debt and lease obligations | 4,010 | 4,026 |
Long-term debt and lease obligations, excluding fair value hedges | 27,017 | 10,803 |
Total liabilities | 31,027 | 15,254 |
Quoted prices in active markets for identical assets (Level 1) | ||
Assets | ||
Investments | 64 | 68 |
Total assets | 64 | 68 |
Liabilities | ||
Current portion of long-term debt and lease obligations | 3,987 | 4,005 |
Long-term debt and lease obligations, excluding fair value hedges | 26,924 | 10,710 |
Total liabilities | 30,911 | 14,715 |
Significant other observable inputs (Level 2) | ||
Assets | ||
Investments | 18 | 13 |
Total assets | 18 | 13 |
Liabilities | ||
Short-term borrowings | 425 | |
Current portion of long-term debt and lease obligations | 23 | 21 |
Long-term debt and lease obligations, excluding fair value hedges | 93 | 93 |
Total liabilities | 116 | 539 |
Significant unobservable inputs (Level 3) | ||
Assets | ||
Investments | 69 | 64 |
Total assets | $ 69 | $ 64 |
Financial Instruments and Fai45
Financial Instruments and Fair Value Measures (Details 7) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015USD ($)VEF / $ | Jun. 30, 2015USD ($)customerVEF / $ | Jun. 30, 2014 | Dec. 31, 2014USD ($) | |
Concentration of Risk | ||||
Number of principal customers | customer | 3 | |||
Exchange rate | VEF / $ | 6.3 | 6.3 | ||
Governmental accounts in Greece, Portugal, Italy and Spain | ||||
Concentration of Risk | ||||
Net governmental receivables outstanding | $ 514 | $ 514 | $ 446 | |
Venezuelan | ||||
Concentration of Risk | ||||
Net monetary assets | 260 | 260 | ||
Net revenues | $ 51 | $ 97 | ||
Exchange rate | VEF / $ | 12.8 | 12.8 | ||
Asset devaluation loss | $ 132 | $ 132 | ||
Net accounts receivables | ||||
Concentration of Risk | ||||
Number of principal customers | customer | 3 | |||
Net accounts receivables | U.S. wholesalers | ||||
Concentration of Risk | ||||
Concentrations risk (as a percent) | 47.00% | 49.00% | ||
Total revenues | HUMIRA | ||||
Concentration of Risk | ||||
Concentrations risk (as a percent) | 63.00% | 62.00% |
Financial Instruments and Fai46
Financial Instruments and Fair Value Measures (Details 8) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | May. 31, 2015 | |
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 93 | |||||
Interest Expense | $ 172 | $ 73 | 304 | $ 143 | ||
Term loan facility | Bridge Term Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 18,000 | |||||
Debt term | 364 days | |||||
Drawn amount | $ 0 | |||||
Interest Expense | $ 27 | 86 | ||||
Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 16,700 | |||||
Senior notes | Senior Notes 1.8 Percent | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 3,000 | |||||
Interest rate percentage | 1.80% | |||||
Senior notes | Senior Notes 2.5Percent | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 3,750 | |||||
Interest rate percentage | 2.50% | |||||
Senior notes | Senior Notes 3.2 Percent | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 1,000 | |||||
Interest rate percentage | 3.20% | |||||
Senior notes | Senior Notes 3.6 Percent | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 3,750 | |||||
Interest rate percentage | 3.60% | |||||
Senior notes | Senior Notes 4.5 Percent | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 2,500 | |||||
Interest rate percentage | 4.50% | |||||
Senior notes | Senior Notes 4.7 Percent | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 2,700 | |||||
Interest rate percentage | 4.70% | |||||
Senior notes | Pharmacyclics Inc | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds Used To Finance Acquisition | 11,500 | |||||
Morgan Stanley & Co. LLC | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds Used To Finance Share Repurchase Program | $ 5,000 |
Financial Instruments and Fai47
Financial Instruments and Fair Value Measures (Details 9) - USD ($) $ in Millions | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Short-term Debt [Line Items] | ||||
Short-term Debt | $ 425 | |||
Revolving Credit Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000 | |||
Line of Credit Facility, Amount Outstanding | $ 0 | 0 | ||
Commercial Paper | ||||
Short-term Debt [Line Items] | ||||
Short-term Debt | $ 0 | $ 416 | ||
Short-term Debt, Weighted Average Interest Rate | 0.30% | 0.20% | ||
Bridge Term Loan Agreement | Term loan facility | ||||
Short-term Debt [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 18,000 |
Post-Employment Benefits (Detai
Post-Employment Benefits (Details) - AbbVie sponsored plans - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Post-Employment Benefits | ||||
Contribution by employer | $ 150 | $ 370 | ||
Defined benefit plans | ||||
Post-Employment Benefits | ||||
Service cost | $ 56 | $ 44 | 114 | 87 |
Interest cost | 54 | 54 | 110 | 109 |
Expected return on plan assets | (82) | (76) | (163) | (151) |
Amortization of actuarial losses (gains) and prior service costs | 30 | 17 | 64 | 34 |
Net periodic benefit cost | 58 | 39 | 125 | 79 |
Other post-employment plans | ||||
Post-Employment Benefits | ||||
Service cost | 6 | 5 | 12 | 10 |
Interest cost | 6 | 5 | 12 | 11 |
Amortization of actuarial losses (gains) and prior service costs | (1) | 1 | (2) | |
Net periodic benefit cost | $ 12 | $ 9 | $ 25 | $ 19 |
Equity (Details)
Equity (Details) $ / shares in Units, shares in Thousands, $ in Millions | Jan. 02, 2013item | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($)$ / shares | Dec. 31, 2014USD ($)$ / sharesshares |
Stock-Based Compensation | ||||||
Stock compensation expense recognized | $ | $ 55 | $ 49 | $ 174 | $ 154 | ||
Additional information | ||||||
Aggregate intrinsic value of options exercised | $ | $ 143 | $ 111 | ||||
Abbott | ||||||
Stock-Based Compensation | ||||||
Number of awards received in connection with the separation | item | 1 | |||||
Number of awards granted to employees other than in connection with the separation | 0 | |||||
Stock Options | ||||||
Stock-Based Compensation | ||||||
Exercise price for awards granted as percentage of market value on the date of grant | 100.00% | |||||
Contractual term | 10 years | |||||
Weighted-average grant-date fair value of the stock options granted | $ / shares | $ 9.96 | $ 9.83 | ||||
Options | ||||||
Outstanding at the beginning of the period (in shares) | 28,280 | |||||
Granted (in shares) | 1,205 | |||||
Exercised (in shares) | (4,000) | |||||
Lapsed (in shares) | (42) | |||||
Outstanding at the end of the period (in shares) | 25,443 | 25,443 | 28,280 | |||
Exercisable at the end of the period (in shares) | 22,965 | |||||
Weighted average exercise price | ||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 28.53 | |||||
Granted (in dollars per share) | $ / shares | 58.88 | |||||
Exercised (in dollars per share) | $ / shares | 26.77 | |||||
Lapsed (in dollars per share) | $ / shares | 27.44 | |||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 30.25 | $ 30.25 | $ 28.53 | |||
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 27.92 | |||||
Weighted average remaining life (in years) | ||||||
Outstanding at the end of the period | 3 years 4 months 24 days | 3 years 3 months 18 days | ||||
Exercisable at end of the period | 2 years 9 months 18 days | |||||
Aggregate intrinsic value | ||||||
Outstanding at the beginning of the period | $ | $ 1,044 | |||||
Outstanding at the end of the period | $ | $ 940 | $ 1,044 | $ 1,044 | |||
Exercisable at the end of the period | $ | 902 | |||||
Additional information | ||||||
Unrecognized compensation cost | $ | 7 | |||||
Period for recognition of unrecognized compensation cost | 2 years | |||||
Aggregate intrinsic value of options exercised | $ | $ 59 | 39 | ||||
Additional information | ||||||
Period for recognition of unrecognized compensation cost | 2 years | |||||
RSAs & RSUs | ||||||
Additional information | ||||||
Period for recognition of unrecognized compensation cost | 2 years | |||||
Share units | ||||||
Unvested shares at the beginning of the period (in shares) | 12,815 | |||||
Granted (in shares) | 4,493 | |||||
Vested (in shares) | (5,522) | |||||
Lapsed (in shares) | (297) | |||||
Outstanding at the end of the period (in shares) | 11,489 | 11,489 | ||||
Unvested shares at the end of the period (in shares) | 12,815 | |||||
Weighted average grant date fair value | ||||||
Unvested shares at the beginning of the period (in dollars per share) | $ / shares | $ 40.98 | |||||
Granted (in dollars per share) | $ / shares | 58.89 | |||||
Vested (in dollars per share) | $ / shares | 37.25 | |||||
Lapsed (in dollars per share) | $ / shares | 47.63 | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingWeightedAverageGrantDateFairValue | $ / shares | $ 49.60 | |||||
Unvested shares at the end of the period (in dollars per share) | $ / shares | $ 40.98 | |||||
Additional information | ||||||
Fair market value of awards vested | $ | $ 14 | $ 11 | $ 324 | $ 325 | ||
Unrecognized compensation cost | $ | $ 264 | |||||
Period for recognition of unrecognized compensation cost | 2 years |
Equity (Details 2)
Equity (Details 2) - $ / shares | May. 15, 2015 | Feb. 13, 2015 | Aug. 15, 2014 | May. 15, 2014 | Feb. 14, 2014 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2015 | Jun. 30, 2014 |
Cash Dividends | ||||||||||||||
Dividends declared (in dollars per share) | $ 0.51 | $ 0.42 | $ 1.02 | $ 0.84 | ||||||||||
Quarter One | ||||||||||||||
Dividends Payable | ||||||||||||||
Date declared | Feb. 19, 2015 | Feb. 20, 2014 | ||||||||||||
Date paid | May 15, 2015 | May 15, 2014 | ||||||||||||
Cash Dividends | ||||||||||||||
Dividends paid (in dollars per share) | $ 0.51 | $ 0.42 | $ 0.40 | |||||||||||
Percentage increase in dividends declared | 4.00% | |||||||||||||
Quarter Two | ||||||||||||||
Dividends Payable | ||||||||||||||
Date declared | Jun. 18, 2015 | Jun. 19, 2014 | ||||||||||||
Date of record | Jul. 15, 2015 | |||||||||||||
Date paid | Aug. 15, 2014 | |||||||||||||
Cash Dividends | ||||||||||||||
Dividends declared (in dollars per share) | $ 0.51 | |||||||||||||
Dividends paid (in dollars per share) | $ 0.42 | |||||||||||||
Quarter Three | ||||||||||||||
Cash Dividends | ||||||||||||||
Dividends declared (in dollars per share) | $ 0.42 | |||||||||||||
Quarter Four | ||||||||||||||
Dividends Payable | ||||||||||||||
Date declared | Oct. 20, 2014 | Dec. 12, 2013 | ||||||||||||
Date paid | Feb. 13, 2015 | Feb. 14, 2014 | ||||||||||||
Cash Dividends | ||||||||||||||
Dividends declared (in dollars per share) | $ 0.49 | |||||||||||||
Dividends paid (in dollars per share) | $ 0.49 | $ 0.40 | ||||||||||||
Percentage increase in dividends declared | 17.00% |
Equity (Details 3)
Equity (Details 3) - USD ($) $ in Millions | May. 27, 2015 | May. 26, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Oct. 20, 2014 | Feb. 15, 2013 |
Stock Repurchase Program | ||||||||||
Amount authorized under stock repurchase program | $ 5,000 | $ 5,000 | $ 1,500 | |||||||
Shares repurchased | 4,000,000 | 5,000,000 | ||||||||
Aggregate reduction to stockholders' equity | $ 5,000 | |||||||||
Increase in common stock held in treasury | $ 5,816 | 5,816 | $ 972 | |||||||
Payment for shares repurchased on the open market | 250 | $ 250 | ||||||||
Share repurchase authorization amount remaining | 4,400 | 4,400 | ||||||||
Changes in accumulated other comprehensive Income | ||||||||||
Beginning balance | (2,031) | (442) | ||||||||
Other comprehensive (loss) income before reclassifications | (310) | (37) | ||||||||
Amounts reclassified from accumulated other comprehensive loss | (33) | 59 | ||||||||
Other comprehensive income (loss) | 93 | $ 6 | (343) | 22 | ||||||
Ending balance | (2,374) | (420) | (2,374) | (420) | ||||||
Morgan Stanley & Co. LLC | ||||||||||
Stock Repurchase Program | ||||||||||
Amount authorized under stock repurchase program | $ 5,000 | |||||||||
Shares repurchased | 68,000,000 | 68,000,000 | ||||||||
Percentage of initial delivery of shares | 90.00% | |||||||||
Payment for shares repurchased on the open market | $ 5,000 | |||||||||
Foreign currency translation adjustments | ||||||||||
Changes in accumulated other comprehensive Income | ||||||||||
Beginning balance | (603) | 470 | ||||||||
Other comprehensive (loss) income before reclassifications | (416) | (67) | ||||||||
Other comprehensive income (loss) | (416) | (67) | ||||||||
Ending balance | (1,019) | 403 | (1,019) | 403 | ||||||
Pension and post-employment benefits | ||||||||||
Changes in accumulated other comprehensive Income | ||||||||||
Beginning balance | (1,608) | (827) | ||||||||
Other comprehensive (loss) income before reclassifications | 21 | |||||||||
Amounts reclassified from accumulated other comprehensive loss | 47 | 23 | ||||||||
Other comprehensive income (loss) | 68 | 23 | ||||||||
Ending balance | (1,540) | (804) | (1,540) | (804) | ||||||
Unrealized gains (losses) on marketable equity securities | ||||||||||
Changes in accumulated other comprehensive Income | ||||||||||
Beginning balance | 3 | 2 | ||||||||
Other comprehensive (loss) income before reclassifications | 9 | |||||||||
Other comprehensive income (loss) | 9 | |||||||||
Ending balance | 12 | 2 | 12 | 2 | ||||||
Gains (losses) on hedging activities | ||||||||||
Changes in accumulated other comprehensive Income | ||||||||||
Beginning balance | 177 | (87) | ||||||||
Other comprehensive (loss) income before reclassifications | 76 | 30 | ||||||||
Amounts reclassified from accumulated other comprehensive loss | (80) | 36 | ||||||||
Other comprehensive income (loss) | (4) | 66 | ||||||||
Ending balance | 173 | $ (21) | 173 | $ (21) | ||||||
Common Stock | ||||||||||
Stock Repurchase Program | ||||||||||
Increase in common stock held in treasury | $ 4,500 | 4,500 | ||||||||
Additional Paid-in Capital | ||||||||||
Stock Repurchase Program | ||||||||||
Reduction in additional paid in capital | $ 500 |
Equity (Details 4)
Equity (Details 4) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Pension and post-employment benefits | ||||
Significant amounts reclassified out of each component of AOCI | ||||
Amortization of actuarial losses and other | $ 30 | $ 16 | $ 65 | $ 32 |
Less tax benefit | (8) | (5) | (18) | (9) |
Total reclassification, net of tax | 22 | 11 | 47 | 23 |
Gains (losses) on hedging activities | ||||
Significant amounts reclassified out of each component of AOCI | ||||
(Gains) losses on designated cash flow hedges | (51) | 24 | (82) | 36 |
Less tax expense | 1 | 2 | ||
Total reclassification, net of tax | $ (50) | $ 24 | $ (80) | $ 36 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Effective tax rate (as a percent) | 19.00% | 23.00% | 22.00% | 24.00% |
Statutory tax rate (as a percent) | 35.00% | |||
Reasonably possible amount that gross unrecognized tax benefits may change within the next twelve months, high end of range | $ 22 | $ 22 | ||
Pharmacyclics Inc | State | ||||
Valuation allowances | $ 103 | $ 103 |
Legal Proceedings and Conting54
Legal Proceedings and Contingencies (Details) - item | 1 Months Ended | 6 Months Ended | |||
Nov. 30, 2014 | Sep. 30, 2014 | Aug. 31, 2013 | Nov. 30, 2009 | Jun. 30, 2015 | |
Legal Proceedings and Contingencies | |||||
Number of individual putative class action lawsuit | 5 | ||||
Depakote | |||||
Legal Proceedings and Contingencies | |||||
Percentage of pending claims in US District Courts | 90.00% | ||||
Number of cases pending | 700 | ||||
Depakote | Sidney Hillman Health Center of Rochester, et al. v. AbbVie Inc., et al. | |||||
Legal Proceedings and Contingencies | |||||
Number of healthcare benefit providers who filed lawsuits | 3 | ||||
HUMIRA patent infringement claim, NYU and Centocor | |||||
Legal Proceedings and Contingencies | |||||
Number of cases pending | 50 | ||||
HUMIRA patent infringement claim, NYU and Centocor | AndroGel Antitrust Litigation | |||||
Legal Proceedings and Contingencies | |||||
Number of generic companies with whom certain litigation related agreements were entered into | 3 | ||||
Number of individual plaintiff lawsuits | 4 | ||||
Number of purported class actions | 6 | ||||
HUMIRA patent infringement claim, NYU and Centocor | Niaspan [Member] | |||||
Legal Proceedings and Contingencies | |||||
Number of individual plaintiff lawsuits | 2 | ||||
Number of purported class actions | 17 | ||||
Allegation of proposed generic products infringing AbbVie's patents and seeking declaratory and injunctive relief | AndroGel Antitrust Litigation | |||||
Legal Proceedings and Contingencies | |||||
Number of generic companies with whom certain litigation related agreements were entered into | 2 | ||||
Allegation of proposed generic products infringing AbbVie's patents and seeking declaratory and injunctive relief | Matrix Laboratories, Inc.'s, Matrix Laboratories, Ltd.'s, and Mylan, Inc.'s case | |||||
Legal Proceedings and Contingencies | |||||
Stay period | 5 years |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segmentcustomer | Jun. 30, 2014USD ($) | |
Segment Information | ||||
Number of Operating Segments | segment | 1 | |||
Number of principal customers | customer | 3 | |||
Segment Information | ||||
Total net revenues | $ 5,475 | $ 4,926 | $ 10,515 | $ 9,489 |
HUMIRA | ||||
Segment Information | ||||
Net revenues | 3,537 | 3,288 | 6,648 | 5,925 |
IMBRUVICA | ||||
Segment Information | ||||
Net revenues | 107 | 107 | ||
VIEKIRA | ||||
Segment Information | ||||
Net revenues | 385 | 616 | ||
Creon | ||||
Segment Information | ||||
Net revenues | 159 | 110 | 286 | 217 |
Synagis | ||||
Segment Information | ||||
Net revenues | 46 | 74 | 381 | 428 |
Lupron | ||||
Segment Information | ||||
Net revenues | 198 | 186 | 390 | 375 |
Synthroid | ||||
Segment Information | ||||
Net revenues | 187 | 166 | 373 | 323 |
Kaletra | ||||
Segment Information | ||||
Net revenues | 167 | 216 | 347 | 411 |
AndroGel | ||||
Segment Information | ||||
Net revenues | 170 | 218 | 323 | 472 |
Sevoflurane | ||||
Segment Information | ||||
Net revenues | 118 | 154 | 244 | 296 |
Duodopa | ||||
Segment Information | ||||
Net revenues | 55 | 56 | 108 | 108 |
Dyslipidemia products | ||||
Segment Information | ||||
Net revenues | 38 | 65 | 81 | 161 |
All other | ||||
Segment Information | ||||
Net revenues | $ 308 | $ 393 | $ 611 | $ 773 |