Financial Instruments and Fair Value Measures | Financial Instruments and Fair Value Measures Risk Management Policy See Note 11 to the company’s Annual Report on Form 10-K for the year ended December 31, 2023 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 $1.1 billion at March 31, 2024 and $1.8 billion at December 31, 2023, 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 March 31, 2024 are reclassified from accumulated other comprehensive income (loss) (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 2019, the company entered into treasury rate lock agreements with notional amounts totaling $10.0 billion to hedge exposure to variability in future cash flows resulting from changes in interest rates related to the issuance of long-term debt in connection with the acquisition of Allergan. The treasury rate lock agreements were designated as cash flow hedges and recorded at fair value. The agreements were net settled upon issuance of the senior notes in 2019 and the resulting net gain was recognized in AOCI. This gain is reclassified to interest expense, net over the term of the related debt. 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 condensed 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 March 31, 2024 and $7.9 billion at December 31, 2023. 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 an aggregate principal amount of senior Euro notes designated as net investment hedges of €5.4 billion at March 31, 2024 and December 31, 2023. In addition, the company had foreign currency forward exchange contracts designated as net investment hedges with notional amounts totaling €4.9 billion, SEK1.4 billion, CAD750 million and CHF50 million at March 31, 2024 and December 31, 2023. 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. The company is a party to interest rate swap contracts designated as fair value hedges with notional amounts totaling $5.0 billion at March 31, 2024 and December 31, 2023. 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 March 31, 2024 December 31, 2023 Balance sheet caption March 31, 2024 December 31, 2023 Foreign currency forward exchange contracts Designated as cash flow hedges Prepaid expenses and other $ 30 $ 12 Accounts payable and accrued liabilities $ 4 $ 32 Designated as net investment hedges Prepaid expenses and other 53 13 Accounts payable and accrued liabilities 38 66 Designated as net investment hedges Other assets 6 — Other long-term liabilities 3 69 Not designated as hedges Prepaid expenses and other 10 41 Accounts payable and accrued liabilities 25 36 Interest rate swap contracts Designated as fair value hedges Prepaid expenses and other — — Accounts payable and accrued liabilities 1 — Designated as fair value hedges Other assets — — Other long-term liabilities 357 293 Total derivatives $ 99 $ 66 $ 428 $ 496 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 loss: Three months ended (in millions) 2024 2023 Foreign currency forward exchange contracts Designated as cash flow hedges $ 55 $ (9) Designated as net investment hedges 134 (94) Assuming market rates remain constant through contract maturities, the company expects to reclassify pre-tax gains of $50 million into cost of products sold for foreign currency cash flow hedges and pre-tax gains of $23 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 loss pre-tax gains of $157 million for the three months ended March 31, 2024 and pre-tax losses of $162 million for the three months ended March 31, 2023. 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 10 for the amount of net gains (losses) reclassified out of AOCI. Three months ended (in millions) Statement of earnings caption 2024 2023 Foreign currency forward exchange contracts Designated as cash flow hedges Cost of products sold $ 12 $ 30 Designated as net investment hedges Interest expense, net 27 28 Not designated as hedges Net foreign exchange loss (18) 30 Treasury rate lock agreements designated as cash flow hedges Interest expense, net 6 6 Interest rate swap contracts Designated as fair value hedges Interest expense, net (65) 35 Debt designated as hedged item in fair value hedges Interest expense, net 65 (35) 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 March 31, 2024: Basis of fair value measurement (in millions) Total Quoted prices in active markets for identical assets Significant other observable Significant unobservable inputs Assets Cash and equivalents $ 18,067 $ 7,221 $ 10,846 $ — Money market funds and time deposits 10 — 10 — Debt securities 26 — 26 — Equity securities 110 84 26 — Foreign currency contracts 99 — 99 — Total assets $ 18,312 $ 7,305 $ 11,007 $ — Liabilities Interest rate swap contracts $ 358 $ — $ 358 $ — Foreign currency contracts 70 — 70 — Contingent consideration 20,159 — — 20,159 Total liabilities $ 20,587 $ — $ 428 $ 20,159 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, 2023: Basis of fair value measurement (in millions) Total Quoted prices in active markets for identical assets Significant other observable Significant unobservable inputs Assets Cash and equivalents $ 12,814 $ 6,223 $ 6,591 $ — Money market funds and time deposits 10 — 10 — Debt securities 26 — 26 — Equity securities 111 86 25 — Foreign currency contracts 66 — 66 — Total assets $ 13,027 $ 6,309 $ 6,718 $ — Liabilities Interest rate swap contracts $ 293 $ — $ 293 $ — Foreign currency contracts 203 — 203 — Contingent consideration 19,890 — — 19,890 Total liabilities $ 20,386 $ — $ 496 $ 19,890 Money market funds and time deposits are valued using relevant observable market inputs including quoted prices for similar assets and interest rate curves. Equity securities primarily consist of investments for which the fair values were determined by using the published market prices 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. The potential contingent consideration payments are estimated by applying a probability-weighted expected payment model for contingent milestone payments and a Monte Carlo simulation model for contingent royalty payments, which are then discounted to present value. 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 certain 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. The fair value of the company's contingent consideration liabilities was calculated using the following significant unobservable inputs: March 31, 2024 December 31, 2023 Range Weighted average (a) Range Weighted average (a) Discount rate 4.6% - 5.8% 4.8% 4.3%- 5.9% 4.5% Probability of payment for royalties by indication (b) 89% - 100% 99% 89% - 100% 99% Projected year of payments 2024 - 2034 2030 2024 - 2034 2027 (a) Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities. (b) Excluding approved indications, the estimated probability of payment was 89% at March 31, 2024 and December 31, 2023. There have been no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy. The following table presents the changes in fair value of total contingent consideration liabilities which are measured using Level 3 inputs: Three months ended (in millions) 2024 2023 Beginning balance $ 19,890 $ 16,384 Change in fair value recognized in net earnings 660 1,872 Payments (391) (325) Ending balance $ 20,159 $ 17,931 The change in fair value recognized in net earnings is recorded in other expense, net in the condensed consolidated statements of earnings. Contingent consideration payments of amounts up to the initial acquisition date fair value are classified as cash outflows from financing activities and payments of amounts in excess of the initial acquisition date fair value are classified as cash outflows from operating activities in the condensed consolidated statements of cash flows. 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 March 31, 2024 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 other Significant unobservable inputs Liabilities Short-term borrowings $ 3 $ 3 $ — $ 3 $ — Current portion of long-term debt and finance lease obligations, excluding fair value hedges 10,194 10,021 9,687 334 — Long-term debt and finance lease obligations, excluding fair value hedges 64,140 60,887 60,469 418 — Total liabilities $ 74,337 $ 70,911 $ 70,156 $ 755 $ — The book values, approximate fair values and bases used to measure the approximate fair values of certain financial instruments as of December 31, 2023 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 other Significant unobservable inputs Liabilities Current portion of long-term debt and finance lease obligations, excluding fair value hedges $ 7,191 $ 7,069 $ 6,862 $ 207 $ — Long-term debt and finance lease obligations, excluding fair value hedges 52,460 49,541 48,983 558 — Total liabilities $ 59,651 $ 56,610 $ 55,845 $ 765 $ — 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 $161 million as of March 31, 2024 and $159 million as of December 31, 2023. No significant cumulative upward or downward adjustments have been recorded for these investments as of March 31, 2024. Concentrations of Risk Of total net accounts receivable, three U.S. wholesalers accounted for 79% as of March 31, 2024 and 81% as of December 31, 2023, and substantially all of AbbVie’s pharmaceutical product net revenues in the United States were to these three wholesalers. Debt and Credit Facilities Financing Related to ImmunoGen and Cerevel Therapeutics Acquisitions In connection with the acquisition of ImmunoGen and proposed acquisition of Cerevel Therapeutics, in February, 2024, the company issued $15.0 billion aggregate principal amount of unsecured senior notes. The notes are unsecured, unsubordinated obligations of AbbVie and will rank equally in right of payment with all of AbbVie’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations. AbbVie may redeem the fixed-rate senior notes prior to maturity at a redemption price equal to the greater of the principal amount or the sum of present values of the remaining scheduled payments of principal and interest on the fixed-rate senior notes to be redeemed plus a make-whole premium. AbbVie may also redeem the fixed-rate senior notes at par between one and six months prior to maturity. In connection with the offering, debt issuance costs incurred totaled $99 million and debt discounts totaled $37 million, which are being amortized over the respective terms of the notes to interest expense, net in the condensed consolidated statements of earnings. AbbVie used the net proceeds received from the issuance of the notes to finance the acquisition of ImmunoGen, repay its term-loan, repay commercial paper borrowings, pay fees and expenses in respect of the foregoing, finance general corporate purposes and expects, together with cash on hand, to fund AbbVie’s proposed acquisition of Cerevel Therapeutics. See Note 4 for additional information. The following table summarizes issued debt in connection with the acquisition of ImmunoGen and proposed acquisition of Cerevel Therapeutics: (in millions) March 31, 2024 Senior Notes 4.80% Senior Notes due 2027 $ 2,250 4.80% Senior Notes due 2029 2,500 4.95% Senior Notes due 2031 2,000 5.05% Senior Notes due 2034 3,000 5.35% Senior Notes due 2044 750 5.40% Senior Notes due 2054 3,000 5.50% Senior Notes due 2064 1,500 Total acquired debt outstanding $ 15,000 In December 2023, AbbVie entered into a $9.0 billion 364-day bridge credit agreement and $5.0 billion 364-day term loan credit agreement. In February, 2024, AbbVie borrowed and repaid $5.0 billion under the term loan credit agreement. Interest charged on this borrowing was based on Secured Overnight Financing Rate Reference Rate (SOFR) +0.975% with an effective interest rate of 6.29%. Subsequent to the $15.0 billion issuance of senior notes, AbbVie terminated both the bridge and term loan credit agreements in the first quarter of 2024. In February 2024, concurrent with the acquisition, the company assumed and repaid an ImmunoGen senior secured term loan at a fair value of $99 million. Long-Term Debt Repayments In January 2023, the company repaid a $1.0 billion floating rate three-year term loan that was scheduled to mature in May 2023. In March 2023, the company repaid a $350 million aggregate principal amount of 2.80% senior notes at maturity. Short-Term Borrowings During the three months ended March 31, 2024, the company issued and redeemed $1.7 billion of commercial paper. There were no commercial paper borrowings outstanding as of March 31, 2024 and December 31, 2023. The weighted average interest rate on commercial paper borrowings was 5.54% for the three months ended March 31, 2024. In March 2023, AbbVie entered into an amended and restated five-year revolving credit facility. The amendment increased the unsecured revolving credit facility commitments from $4.0 billion to $5.0 billion and extended the maturity date of the facility from August 2023 to March 2028. This amended facility enables the company to borrow funds on an unsecured basis at variable interest rates and contains various covenants. At March 31, 2024, the company was in compliance with all covenants, and commitment fees under the credit facility were insignificant. No amounts were outstanding under the company's credit facilities as of March 31, 2024 and December 31, 2023. |