Financial Instruments and Fair Value Measures | Financial Instruments and Fair Value Measures Risk Management Policy See Note 10 to the company's Annual Report on Form 10-K for the year ended December 31, 2018 for a summary of AbbVie's risk management policy and use of derivative instruments. 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 $0.2 billion at September 30, 2019 and $1.4 billion at December 31, 2018 , are designated as cash flow hedges and are recorded at fair value. The durations of these forward exchange contracts were generally less than 18 months . Accumulated gains and losses as of September 30, 2019 will be reclassified from AOCI and included in cost of products sold at the time the products are sold, generally not exceeding six months from the date of settlement. In the third quarter of 2019, the company entered into treasury rate lock agreements to hedge exposure to variability in future cash flows resulting from changes in interest rates related to the anticipated issuance of long-term debt in connection with the proposed acquisition of Allergan. The treasury rate lock agreements were designated as cash flow hedges and are recorded at fair value. Realized and unrealized gains or losses are included in AOCI and are expected to be reclassified to interest expense, net over the lives of the anticipated long-term debt issuances. These agreements had notional amounts totaling $10.0 billion at September 30, 2019 . The company also enters into foreign currency forward exchange contracts to manage its exposure to foreign currency denominated trade payables and receivables and intercompany loans. These contracts are not designated as hedges and are recorded at fair value. Resulting gains or losses are reflected in net foreign exchange gain or loss in the consolidated statements of earnings and are generally offset by losses or gains on the foreign currency exposure being managed. These contracts had notional amounts totaling $6.2 billion at September 30, 2019 and $8.6 billion at December 31, 2018 . The company also uses foreign currency forward exchange contracts or foreign currency denominated debt to hedge its net investments in certain foreign subsidiaries and affiliates. The company had €3.6 billion aggregate principal amount of senior Euro notes designated as net investment hedges at September 30, 2019 and December 31, 2018 . In the third quarter of 2019, the company issued €1.4 billion aggregate principal amount of senior Euro notes and designated the principal amounts of this foreign denominated debt as net investment hedges. Concurrently, the company elected to de-designate hedge accounting for €1.4 billion aggregate principal amount of existing senior Euro notes. In addition, in the second quarter of 2019, the company entered into foreign currency forward exchange contracts with notional amounts totaling €971 million , £204 million and CHF62 million and designated the instruments as net investment hedges. The company uses the spot method of assessing hedge effectiveness for derivative instruments designated as net investment hedges. Realized and unrealized gains and losses from these hedges are included in AOCI and the initial fair value of hedge components excluded from the assessment of effectiveness is recognized in interest expense, net over the life of the hedging instrument. AbbVie is a party to interest rate hedge contracts designated as fair value hedges with notional amounts totaling $10.8 billion at September 30, 2019 and December 31, 2018 . The effect of the hedge contracts is to change a fixed-rate interest obligation to a floating rate for that portion of the debt. AbbVie records the contracts at fair value and adjusts the carrying amount of the fixed-rate debt by an offsetting amount. No amounts are excluded from the assessment of effectiveness for cash flow hedges or fair value hedges. The following table summarizes the amounts and location of AbbVie’s derivative instruments on the condensed consolidated balance sheets: Fair value – Fair value – (in millions) Balance sheet caption September 30, December 31, 2018 Balance sheet caption September 30, December 31, 2018 Foreign currency forward exchange contracts Designated as cash flow hedges Prepaid expenses and other $ 4 $ 113 Accounts payable and accrued liabilities $ — $ — Designated as net investment hedges Prepaid expenses and 69 — Accounts payable and accrued liabilities — — Not designated as hedges Prepaid expenses and other 13 19 Accounts payable and accrued liabilities 37 26 Treasury rate lock agreements designated as cash flow hedges Prepaid expenses and other 123 — Accounts payable and accrued liabilities 35 — Interest rate swaps designated as fair value hedges Prepaid expenses and other — — Accounts payable and accrued liabilities 8 — Interest rate swaps designated as fair value hedges Other assets 44 — Other long-term liabilities 59 466 Total derivatives $ 253 $ 132 $ 139 $ 492 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 following table presents the pre-tax amounts of gains (losses) from derivative instruments recognized in other comprehensive income (loss): Three months ended Nine months ended (in millions) 2019 2018 2019 2018 Foreign currency forward exchange contracts Designated as cash flow hedges $ 3 $ 1 $ 8 $ 122 Designated as net investment hedges 59 — 69 — Treasury rate lock agreements designated as cash flow hedges 88 — 88 — Assuming market rates remain constant through contract maturities, the company expects to reclass pre-tax gains of $50 million into cost of products sold for foreign currency cash flow hedges and pre-tax gains of $3 million into interest expense, net for treasury rate lock agreement cash flow hedges during the next 12 months. Related to AbbVie’s non-derivative, foreign currency denominated debt designated as net investment hedges, the company recognized in other comprehensive income (loss) pre-tax gains of $152 million for the three months and $187 million for the nine months ended September 30, 2019 and recognized a pre-tax loss of $41 million for the three months and a pre-tax gain of $95 million for the nine months ended September 30, 2018 . The following table summarizes the pre-tax amounts and location of derivative instrument net gains (losses) recognized in the condensed consolidated statements of earnings, including the net gains (losses) reclassified out of AOCI into net earnings. See Note 11 for the amount of net gains (losses) reclassified out of AOCI. Three months ended Nine months ended (in millions) Statement of earnings caption 2019 2018 2019 2018 Foreign currency forward exchange contracts Designated as cash flow hedges Cost of products sold $ 42 $ (54 ) $ 119 $ (144 ) Designated as net investment hedges Interest expense, net 10 — 19 — Not designated as hedges Net foreign exchange loss (55 ) 22 (95 ) 91 Interest rate swaps designated as fair value hedges Interest expense, net 78 (63 ) 443 (306 ) Debt designated as hedged item in fair value hedges Interest expense, net (78 ) 63 (443 ) 306 Fair Value Measures The fair value hierarchy 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 carried at fair value on a recurring basis on the condensed consolidated balance sheet as of September 30, 2019 : Basis of fair value measurement (in millions) Total Quoted prices in active markets for identical assets Significant other observable Significant Assets Cash and equivalents $ 10,648 $ 1,288 $ 9,360 $ — Debt securities 2 — 2 — Equity securities 62 62 — — Interest rate hedges 44 — 44 — Foreign currency contracts 86 — 86 — Treasury rate lock agreements 123 — 123 — Total assets $ 10,965 $ 1,350 $ 9,615 $ — Liabilities Interest rate hedges $ 67 $ — $ 67 $ — Foreign currency contracts 37 — 37 — Treasury rate lock agreements 35 — 35 — Contingent consideration 6,957 — — 6,957 Total liabilities $ 7,096 $ — $ 139 $ 6,957 The following table summarizes the bases used to measure certain assets and liabilities carried at fair value on a recurring basis on the condensed consolidated balance sheet as of December 31, 2018 : Basis of fair value measurement (in millions) Total Quoted prices in active markets for identical assets Significant other observable Significant Assets Cash and equivalents $ 7,289 $ 1,209 $ 6,080 $ — Time deposits 568 — 568 — Debt securities 1,536 — 1,536 — Equity securities 4 4 — — Foreign currency contracts 132 — 132 — Total assets $ 9,529 $ 1,213 $ 8,316 $ — Liabilities Interest rate hedges $ 466 $ — $ 466 $ — Foreign currency contracts 26 — 26 — Contingent consideration 4,483 — — 4,483 Total liabilities $ 4,975 $ — $ 492 $ 4,483 The fair values of time deposits approximate their amortized cost due to the short maturities of these instruments. The fair values of available-for-sale debt securities were determined based on prices obtained from commercial pricing services. Equity securities consist of investments for which the fair values were 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 were valued using observable market inputs including published interest rate curves and both forward and spot prices for foreign currencies. The fair value measurements of the contingent consideration liabilities were determined based on significant unobservable inputs, including the discount rate, estimated probabilities and timing of achieving specified development, regulatory and commercial milestones and the estimated amount of future sales of the acquired products. Changes to the fair value of the contingent consideration liabilities can result from changes to one or a number of inputs, including discount rates, the probabilities of achieving the milestones, the time required to achieve the milestones and estimated future sales. Significant judgment is employed in determining the appropriateness of these inputs. Changes to the inputs described above could have a material impact on the company's financial position and results of operations in any given period. At September 30, 2019 , a 50 basis point increase/decrease in the assumed discount rate would have decreased/increased the value of the contingent consideration liabilities by approximately $270 million . Additionally, at September 30, 2019 , a five percentage point increase/decrease in the assumed probability of success across all potential indications still in development would have increased/decreased the value of the contingent consideration liabilities by approximately $140 million . There have been no transfers of assets or liabilities between the fair value measurement levels. The following table presents the changes in fair value of contingent consideration liabilities which are measured using Level 3 inputs: Nine months ended (in millions) 2019 2018 Beginning balance $ 4,483 $ 4,534 Change in fair value recognized in net earnings 2,653 432 Payments (179 ) (100 ) Ending balance $ 6,957 $ 4,866 The change in fair value recognized in net earnings is recorded in other expense, net in the condensed consolidated statements of earnings. During the second quarter of 2019, the company recorded a $2.3 billion increase in the SKYRIZI contingent consideration liability due to higher probabilities of success, higher estimated future sales and declining interest rates. The higher probabilities of success resulted from the April 2019 regulatory approvals of SKYRIZI for the treatment of moderate to severe plaque psoriasis. During the third quarter of 2019, the company recorded a $91 million decrease in the Stemcentrx contingent consideration liability due to the termination of the Rova-T research and development program. Certain financial instruments are carried at historical cost or some basis other than fair value. The book values, approximate fair values and bases used to measure the approximate fair values of certain financial instruments as of September 30, 2019 are shown in the table below: Basis of fair value measurement (in millions) Book value Approximate fair value Quoted prices in active markets for identical assets Significant observable Significant Liabilities Current portion of long-term debt and finance lease obligations, excluding fair value hedges $ 5,284 $ 5,293 $ 5,286 $ 7 $ — Long-term debt and finance lease obligations, excluding fair value hedges 33,141 34,964 34,943 21 — Total liabilities $ 38,425 $ 40,257 $ 40,229 $ 28 $ — The book values, approximate fair values and bases used to measure the approximate fair values of certain financial instruments as of December 31, 2018 are shown in the table below: Basis of fair value measurement (in millions) Book value Approximate fair value Quoted prices in active markets for identical assets Significant observable Significant Liabilities Short-term borrowings $ 3,699 $ 3,693 $ — $ 3,693 $ — Current portion of long-term debt and finance lease obligations, excluding fair value hedges 1,609 1,617 1,609 8 — Long-term debt and finance lease obligations, excluding fair value hedges 35,468 34,052 34,024 28 — Total liabilities $ 40,776 $ 39,362 $ 35,633 $ 3,729 $ — AbbVie also holds investments in equity securities that do not have readily determinable fair values. The company records these investments at cost and remeasures them to fair value based on certain observable price changes or impairment events as they occur. The carrying amount of these investments was $67 million as of September 30, 2019 and $84 million as of December 31, 2018 . No significant cumulative upward or downward adjustments have been recorded for these investments as of September 30, 2019 . Available-for-sale Securities Substantially all of the company’s investments in debt securities were classified as available-for-sale with changes in fair value recognized in other comprehensive income. There were no debt securities classified as short-term as of September 30, 2019 and there were $204 million as of December 31, 2018 . Estimated fair values of available-for-sale debt securities were generally determined based on prices obtained from commercial pricing services. In the third quarter of 2019, the company sold substantially all of its investments in debt securities. The following table summarizes available-for-sale securities by type as of December 31, 2018 : Amortized cost Gross unrealized Fair value (in millions) Gains Losses Asset backed securities $ 423 $ — $ (2 ) $ 421 Corporate debt securities 1,042 1 (9 ) 1,034 Other debt securities 81 — — 81 Total $ 1,546 $ 1 $ (11 ) $ 1,536 AbbVie had no other-than-temporary impairments as of September 30, 2019 . Net realized gains and losses were insignificant for both the three and nine months ended September 30, 2019 and 2018 . Concentrations of Risk Of total net accounts receivable, three U.S. wholesalers accounted for 68% as of September 30, 2019 and 63% as of December 31, 2018 , and substantially all of AbbVie’s net revenues in the United States were to these three wholesalers. HUMIRA (adalimumab) is AbbVie’s single largest product and accounted for approximately 58% of AbbVie’s total net revenues for the nine months ended September 30, 2019 and 61% for the nine months ended September 30, 2018 . Debt and Credit Facilities In September 2019, the company issued €1.4 billion aggregate principal amount of unsecured senior Euro notes, consisting of €750 million aggregate principal amount of 0.75% senior notes due 2027 and €650 million aggregate principal amount of 1.25% senior notes due 2031. 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 and may redeem the senior notes at par between one and three months prior to maturity. In connection with the offering, debt issuance costs incurred totaled $9 million and debt discounts totaled $5 million and are being amortized over the respective terms of the notes to interest expense, net in the condensed consolidated statements of earnings. In October 2019, the company used the proceeds to redeem €1.4 billion aggregate principal amount of 0.38% senior Euro notes that were due to mature in November 2019. Short-Term Borrowings Short-term borrowings included commercial paper borrowings of $699 million as of December 31, 2018 . There were no commercial paper borrowings outstanding as of September 30, 2019 . The weighted-average interest rate on commercial paper borrowings was 2.5% for the nine months ended September 30, 2019 and 1.9% for the nine months ended September 30, 2018 . In March 2019, AbbVie repaid its $3.0 billion 364 -day term loan credit agreement that was scheduled to mature in June 2019 . In August 2019, AbbVie entered into an amended and restated $4.0 billion five-year revolving credit facility that matures in August 2024. This amended facility enables the company to borrow funds on an unsecured basis at variable interest rates and contains various covenants, all of which the company was in compliance with as of September 30, 2019. No amounts were outstanding under the company's credit facilities as of September 30, 2019 and December 31, 2018 . In connection with the proposed acquisition of Allergan, on June 25, 2019, AbbVie entered into a 364 -day bridge credit agreement and on July 12, 2019, AbbVie entered into a term loan credit agreement. |