Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


			Page
Consolidated Financial Statements
Consolidated Statements of Earnings			49
Consolidated Statements of Comprehensive Income			50
Consolidated Balance Sheets			51
Consolidated Statements of Equity			52
Consolidated Statements of Cash Flows			53
Notes to Consolidated Financial Statements			54
Report of Independent Registered Public Accounting Firm			96


						2020 Form 10-K \|			48

AbbVie Inc. and Subsidiaries

Consolidated Statements of Earnings


years ended December 31 (in millions, except per share data)	2020		2019		2018
Net revenues	$	45,804	$	33,266	$	32,753

Cost of products sold	15,387		7,439		7,718
Selling, general and administrative	11,299		6,942		7,399
Research and development	6,557		6,407		10,329
Acquired in-process research and development	1,198		385		424
Other operating (income) expense	—		(890)		500
Total operating costs and expenses	34,441		20,283		26,370
Operating earnings	11,363		12,983		6,383

Interest expense, net	2,280		1,509		1,144
Net foreign exchange loss	71		42		24
Other expense, net	5,614		3,006		18
Earnings before income tax expense	3,398		8,426		5,197
Income tax expense (benefit)	(1,224)		544		(490)
Net earnings	4,622		7,882		5,687
Net earnings attributable to noncontrolling interest	6		—		—
Net earnings attributable to AbbVie Inc.	$	4,616	$	7,882	$	5,687

Per share data
Basic earnings per share attributable to AbbVie Inc.	$	2.73	$	5.30	$	3.67
Diluted earnings per share attributable to AbbVie Inc.	$	2.72	$	5.28	$	3.66

Weighted-average basic shares outstanding	1,667		1,481		1,541
Weighted-average diluted shares outstanding	1,673		1,484		1,546

The accompanying notes are an integral part of these consolidated financial statements.


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AbbVie Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income


years ended December 31 (in millions)	2020		2019		2018
Net earnings	$	4,622	$	7,882	$	5,687

Foreign currency translation adjustments, net of tax expense (benefit) of $28 in 2020, $(4) in 2019 and $(18) in 2018	1,511		(98)		(391)
Net investment hedging activities, net of tax expense (benefit) of $(221) in 2020, $22 in 2019 and $40 in 2018	(799)		74		138
Pension and post-employment benefits, net of tax expense (benefit) of $(47) in 2020, $(323) in 2019 and $35 in 2018	(102)		(1,243)		197
Marketable security activities, net of tax expense (benefit) of $— in 2020, $— in 2019 and $— in 2018	—		10		(10)
Cash flow hedging activities, net of tax expense (benefit) of $(23) in 2020, $70 in 2019 and $23 in 2018	(131)		141		313
Other comprehensive income (loss)	$	479	$	(1,116)	$	247
Comprehensive income	5,101		6,766		5,934
Comprehensive income attributable to noncontrolling interest	6		—		—
Comprehensive income attributable to AbbVie Inc.	$	5,095	$	6,766	$	5,934

The accompanying notes are an integral part of these consolidated financial statements.


						2020 Form 10-K \|			50

AbbVie Inc. and Subsidiaries

Consolidated Balance Sheets


as of December 31 (in millions, except share data)	2020		2019
Assets
Current assets
Cash and equivalents	$	8,449	$	39,924
Short-term investments	30		—
Accounts receivable, net	8,822		5,428
Inventories	3,310		1,813
Prepaid expenses and other	3,562		2,354
Total current assets	24,173		49,519

Investments	293		93
Property and equipment, net	5,248		2,962
Intangible assets, net	82,876		18,649
Goodwill	33,124		15,604
Other assets	4,851		2,288
Total assets	$	150,565	$	89,115

Liabilities and Equity
Current liabilities
Short-term borrowings	$	34	$	—
Current portion of long-term debt and finance lease obligations	8,468		3,753
Accounts payable and accrued liabilities	20,159		11,832
Total current liabilities	28,661		15,585

Long-term debt and finance lease obligations	77,554		62,975
Deferred income taxes	3,646		1,130
Other long-term liabilities	27,607		17,597

Commitments and contingencies

Stockholders’ equity (deficit)
Common stock, $0.01 par value, 4,000,000,000 shares authorized, 1,792,140,764 shares issued as of December 31, 2020 and 1,781,582,608 as of December 31, 2019	18		18
Common stock held in treasury, at cost, 27,007,945 shares as of December 31, 2020 and 302,671,146 as of December 31, 2019	(2,264)		(24,504)
Additional paid-in capital	17,384		15,193
Retained earnings	1,055		4,717
Accumulated other comprehensive loss	(3,117)		(3,596)
Total stockholders' equity (deficit)	13,076		(8,172)
Noncontrolling interest	21		—
Total equity (deficit)	13,097		(8,172)

Total liabilities and equity	$	150,565	$	89,115

The accompanying notes are an integral part of these consolidated financial statements.


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AbbVie Inc. and Subsidiaries

Consolidated Statements of Equity


years ended December 31 (in millions)	Common shares outstanding	Common stock		Treasury stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Noncontrolling interest		Total
Balance at December 31, 2017	1,592	$	18	$	(11,923)	$	14,270	$	5,459	$	(2,727)	$	—	$	5,097
Adoption of new accounting standards(a)	—	—		—		—		(1,733)		—		—		(1,733)
Net earnings attributable to AbbVie Inc.	—	—		—		—		5,687		—		—		5,687
Other comprehensive income, net of tax	—	—		—		—		—		247		—		247
Dividends declared	—	—		—		—		(6,045)		—		—		(6,045)
Purchases of treasury stock	(121)	—		(12,215)		—		—		—		—		(12,215)
Stock-based compensation plans and other	8	—		30		486		—		—		—		516
Balance at December 31, 2018	1,479	18		(24,108)		14,756		3,368		(2,480)		—		(8,446)
Net earnings attributable to AbbVie Inc.	—	—		—		—		7,882		—		—		7,882
Other comprehensive loss, net of tax	—	—		—		—		—		(1,116)		—		(1,116)
Dividends declared	—	—		—		—		(6,533)		—		—		(6,533)
Purchases of treasury stock	(5)	—		(428)		—		—		—		—		(428)
Stock-based compensation plans and other	5	—		32		437		—		—		—		469
Balance at December 31, 2019	1,479	18		(24,504)		15,193		4,717		(3,596)		—		(8,172)
Net earnings attributable to AbbVie Inc.	—	—		—		—		4,616		—		—		4,616
Other comprehensive income, net of tax	—	—		—		—		—		479		—		479
Dividends declared	—	—		—		—		(8,278)				—		(8,278)
Common shares and equity awards issued for acquisition of Allergan plc	286	—		23,166		1,243		—		—		—		24,409
Purchases of treasury stock	(10)	—		(978)		—		—		—		—		(978)
Stock-based compensation plans and other	10	—		52		948		—		—		—		1,000
Change in noncontrolling interest	—	—		—		—		—		—		21		21
Balance at December 31, 2020	1,765	$	18	$	(2,264)	$	17,384	$	1,055	$	(3,117)	$	21	$	13,097

(a)Adoption of new accounting standards primarily includes the cumulative-effect adjustment of Accounting Standards Update (ASU) No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.

The accompanying notes are an integral part of these consolidated financial statements.


						2020 Form 10-K \|			52

AbbVie Inc. and Subsidiaries

Consolidated Statements of Cash Flows


years ended December 31 (in millions) (brackets denote cash outflows)	2020		2019		2018
Cash flows from operating activities
Net earnings	$	4,622	$	7,882	$	5,687
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation	666		464		471
Amortization of intangible assets	5,805		1,553		1,294
Deferred income taxes	(2,325)		122		(1,517)
Change in fair value of contingent consideration liabilities	5,753		3,091		49
Stock-based compensation	753		430		421
Upfront costs and milestones related to collaborations	1,376		490		1,061
Gain on divestitures	—		(330)		—
Intangible asset impairment	—		1,030		5,070
Impacts related to U.S. tax reform	—		—		424
Other, net	832		43		76
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(929)		(74)		(591)
Inventories	(40)		(231)		(226)
Prepaid expenses and other assets	134		(225)		(200)
Accounts payable and other liabilities	1,514		97		734
Income tax assets and liabilities, net	(573)		(1,018)		674
Cash flows from operating activities	17,588		13,324		13,427

Cash flows from investing activities
Acquisition of businesses, net of cash acquired	(38,260)		—		—
Other acquisitions and investments	(1,350)		(1,135)		(736)
Acquisitions of property and equipment	(798)		(552)		(638)
Purchases of investment securities	(61)		(583)		(1,792)
Sales and maturities of investment securities	1,525		2,699		2,160
Other, net	1,387		167		—
Cash flows from investing activities	(37,557)		596		(1,006)

Cash flows from financing activities
Net change in commercial paper borrowings	—		(699)		299
Proceeds from issuance of other short-term borrowings	—		—		3,002
Repayments of other short-term borrowings	—		(3,000)		—
Proceeds from issuance of long-term debt	3,000		31,482		5,963
Repayments of long-term debt and finance lease obligations	(5,683)		(1,536)		(6,035)
Debt issuance costs	(20)		(424)		(40)
Dividends paid	(7,716)		(6,366)		(5,580)
Purchases of treasury stock	(978)		(629)		(12,014)
Proceeds from the exercise of stock options	209		8		73
Payments of contingent consideration liabilities	(321)		(163)		(78)
Other, net	8		35		14
Cash flows from financing activities	(11,501)		18,708		(14,396)
Effect of exchange rate changes on cash and equivalents	(5)		7		(39)
Net change in cash and equivalents	(31,475)		32,635		(2,014)
Cash and equivalents, beginning of year	39,924		7,289		9,303

Cash and equivalents, end of year	$	8,449	$	39,924	$	7,289

Other supplemental information
Interest paid, net of portion capitalized	$	2,619	$	1,794	$	1,215
Income taxes paid (received)	1,674		1,447		(35)
Supplemental schedule of non-cash investing and financing activities
Issuance of common shares associated with acquisitions of businesses	23,979		—		—

The accompanying notes are an integral part of these consolidated financial statements.


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AbbVie Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 Background

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. Certain products (including aesthetic products and devices) are also sold directly to physicians and other licensed healthcare providers. In the United States, AbbVie distributes pharmaceutical products principally through independent wholesale distributors, with some sales directly to retailers, pharmacies and patients. Outside the United States, AbbVie sells products 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% of the outstanding common stock of AbbVie to Abbott's shareholders.

On May 8, 2020, AbbVie completed its previously announced acquisition of Allergan plc (Allergan). Refer to Note 5 for additional information regarding this acquisition.

Note 2 Summary of Significant Accounting Policies

Use of Estimates

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and necessarily include amounts based on estimates and assumptions by management. Actual results could differ from those amounts. Significant estimates include amounts for rebates, pension and other post-employment benefits, income taxes, litigation, valuation of goodwill and intangible assets, contingent consideration liabilities, financial instruments and inventory and accounts receivable exposures.

Basis of Consolidation

The consolidated financial statements include the accounts of AbbVie and all of its subsidiaries in which a controlling interest is maintained. Controlling interest is determined by majority ownership interest and the absence of substantive third-party participating rights or, in the case of variable interest entities, where AbbVie is determined to be the primary beneficiary. Investments in companies over which AbbVie has a significant influence but not a controlling interest are accounted for using the equity method with AbbVie's share of earnings or losses reported in other expense, net in the consolidated statements of earnings. Intercompany balances and transactions are eliminated.

Certain reclassifications have been made to conform the prior period consolidated financial statements to the current period presentation.

Revenue Recognition

AbbVie recognizes revenue when control of promised goods or services is transferred to the company’s customers, in an amount that reflects the consideration AbbVie expects to be entitled to in exchange for those goods or services. Sales, value add and other taxes collected concurrent with revenue-producing activities are excluded from revenue. AbbVie generates revenue primarily from product sales. For the majority of sales, the company transfers control, invoices the customer and recognizes revenue upon shipment to the customer. The company recognizes shipping and handling costs as an expense in cost of products sold when the company transfers control to the customer. Payment terms vary depending on the type and location of the customer, are based on customary commercial terms and are generally less than one year. AbbVie does not adjust revenue for the effects of a significant financing component for contracts where AbbVie expects the period between the transfer of the good or service and collection to be one year or less.

Discounts, rebates, sales incentives to customers, returns and certain other adjustments are accounted for as variable consideration. Provisions for variable consideration are based on current pricing, executed contracts, government pricing legislation and historical data and are provided for in the period the related revenues are recorded. Rebate amounts are typically based upon the volume of purchases using contractual or statutory prices, which may vary by product and by payer.


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For each type of rebate, factors used in the calculation of the accrual include the identification of the products subject to the rebate, the applicable price terms and the estimated lag time between sale and payment of the rebate, which can be significant. Sales incentives to customers are insignificant.

In addition to revenue from contracts with customers, the company also recognizes certain collaboration revenues. See Note 6 for additional information related to the collaborations with Janssen Biotech, Inc. and Genentech, Inc. Additionally, see Note 16 for disaggregation of revenue by product and geography.

Research and Development Expenses

Internal research and development (R&D) costs are expensed as incurred. Clinical trial costs incurred by third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development collaborations, prior to regulatory approval, the payment obligations are expensed when the milestone results are achieved. Payments made to third parties subsequent to regulatory approval are capitalized as intangible assets and amortized to cost of products sold over the remaining useful life of the related product.

Collaborations and Other Arrangements

The company enters into collaborative agreements with third parties to develop and commercialize drug candidates. Collaborative activities may include joint research and development and commercialization of new products. AbbVie generally receives certain licensing rights under these arrangements. These collaborations often require upfront payments and may include additional milestone, research and development cost sharing, royalty or profit share payments, contingent upon the occurrence of certain future events linked to the success of the asset in development and commercialization. Upfront payments associated with collaborative arrangements during the development stage are expensed to acquired in-process research and development (IPR&D) expenses in the consolidated statements of earnings. Subsequent payments made to the partner for the achievement of milestones during the development stage are expensed to R&D expense in the consolidated statements of earnings when the milestone is achieved. Milestone payments made to the partner subsequent to regulatory approval are capitalized as intangible assets and amortized to cost of products sold over the estimated useful life of the related asset. Royalties are expensed to cost of products sold in the consolidated statements of earnings when incurred.

Advertising

Costs associated with advertising are expensed as incurred and are included in selling, general and administrative (SG&A) expense in the consolidated statements of earnings. Advertising expenses were $1.8 billion in 2020, $1.1 billion in 2019 and $1.1 billion in 2018.

Pension and Other Post-Employment Benefits

AbbVie records annual expenses relating to its defined benefit pension and other post-employment benefit plans based on calculations which utilize various actuarial assumptions, including discount rates, rates of return on assets, compensation increases, turnover rates and health care cost trend rates. AbbVie reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. Actuarial gains and losses are deferred in accumulated other comprehensive income (loss) (AOCI), net of tax and are amortized over the remaining service attribution periods of the employees under the corridor method. Differences between the expected long-term return on plan assets and the actual annual return are amortized to net periodic benefit cost over a five-year period.

Income Taxes

Income taxes are accounted for under the asset and liability method. Provisions for federal, state and foreign income taxes are calculated on reported pretax earnings based on current tax laws. Deferred taxes are provided using enacted tax rates on the future tax consequences of temporary differences, which are the differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and the tax benefits of carryforwards. A valuation allowance is established or maintained when, based on currently available information, it is more likely than not that all or a portion of a deferred tax asset will not be realized.

Cash and Equivalents

Cash and equivalents include money market funds and time deposits with original maturities of three months or less.

Investments

Investments consist primarily of equity securities, held-to-maturity debt securities, marketable debt securities and time deposits. Investments in equity securities that have readily determinable fair values are recorded at fair value. Investments in


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equity securities that do not have readily determinable fair values are recorded at cost and are remeasured to fair value based on certain observable price changes or impairment events as they occur. Held-to-maturity debt securities are recorded at cost. Gains or losses on investments are included in other expense, net in the consolidated statements of earnings. Investments in marketable debt securities are classified as available-for-sale and are recorded at fair value with any unrealized holding gains or losses, net of tax, included in AOCI on the consolidated balance sheets until realized, at which time the gains or losses are recognized in earnings.

AbbVie periodically assesses its marketable debt securities for impairment and credit losses. When a decline in fair value of marketable debt security is due to credit related factors, an allowance for credit losses is recorded with a corresponding charge to other expense in the consolidated statements of earnings. When AbbVie determines that a non-credit related impairment has occurred, the amortized cost basis of the investment, net of allowance for credit losses, is written down with a charge to other expense, net in the consolidated statements of earnings and an available-for-sale investment's unrealized loss is reclassified from AOCI to other expense, net in the consolidated statements of earnings. Realized gains and losses on sales of investments are computed using the first-in, first-out method adjusted for any impairments and credit losses that were recorded in net earnings.

Accounts Receivable

Accounts receivable are stated at amortized cost less allowance for credit losses. The allowance for credit losses reflects the best estimate of future losses over the contractual life of outstanding accounts receivable and is determined on the basis of historical experience, specific allowances for known troubled accounts, other currently available information including customer financial condition, and both current and forecasted economic conditions.

Inventories

Inventories are valued at the lower of cost (first-in, first-out basis) or market. Cost includes material and conversion costs. Inventories consisted of the following:


as of December 31 (in millions)	2020		2019
Finished goods	$	1,318	$	485
Work-in-process	1,201		942
Raw materials	791		386
Inventories	$	3,310	$	1,813

Property and Equipment


as of December 31 (in millions)	2020		2019
Land	$	288	$	72
Buildings	2,555		1,613
Equipment	6,976		6,012
Construction in progress	1,040		491
Property and equipment, gross	10,859		8,188
Less accumulated depreciation	(5,611)		(5,226)
Property and equipment, net	$	5,248	$	2,962

Depreciation for property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. The estimated useful life for buildings ranges from 10 to 50 years. Buildings include leasehold improvements which are amortized over the life of the related facility lease (including any renewal periods, if appropriate) or the asset, whichever is shorter. The estimated useful life for equipment ranges from 2 to 25 years. Equipment includes certain computer software and software development costs incurred in connection with developing or obtaining software for internal use and is amortized over 3 to 10 years. Depreciation expense was $666 million in 2020, $464 million in 2019 and $471 million in 2018.

Leases

Short-term leases with a term of 12 months or less are not recorded on the balance sheet. For leases commencing or modified in 2019 or later, AbbVie does not separate lease components from non-lease components.

The company records lease liabilities based on the present value of lease payments over the lease term. AbbVie generally uses an incremental borrowing rate to discount its lease liabilities, as the rate implicit in the lease is typically not


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readily determinable. Certain lease agreements include renewal options that are under the company's control. AbbVie includes optional renewal periods in the lease term only when it is reasonably certain that AbbVie will exercise its option.

Variable lease payments include payments to lessors for taxes, maintenance, insurance and other operating costs as well as payments that are adjusted based on an index or rate. The company's lease agreements do not contain any significant residual value guarantees or restrictive covenants.

Litigation and Contingencies

Loss contingency provisions are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing information. When a best estimate cannot be made, the minimum loss contingency amount in a probable range is recorded. Legal fees are expensed as incurred. AbbVie accrues for product liability claims on an undiscounted basis. The liabilities are evaluated quarterly and adjusted if necessary as additional information becomes available. Receivables for insurance recoveries for product liability claims, if any, are recorded as assets on an undiscounted basis when it is probable that a recovery will be realized.

Business Combinations

AbbVie utilizes the acquisition method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in AbbVie's results of operations beginning on the respective acquisition dates and that assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair values of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other expense, net in the consolidated statements of earnings. The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred.

Goodwill and Intangible Assets

Intangible assets acquired in a business combination are recorded at fair value using a discounted cash flow model. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, risk, the cost of capital and terminal values of market participants. Definite-lived intangibles are amortized over their estimated useful lives using the estimated pattern of economic benefit. AbbVie reviews the recoverability of definite-lived intangible assets whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. AbbVie first compares the projected undiscounted cash flows to be generated by the asset to its carrying value. If the undiscounted cash flows of an intangible asset are less than the carrying value, the intangible asset is written down to its fair value. Where cash flows cannot be identified for an individual asset, the review is applied at the lowest level for which cash flows are largely independent of the cash flows of other assets and liabilities.

Goodwill and indefinite-lived assets are not amortized, but are subject to an impairment review annually and more frequently when indicators of impairment exist. An impairment of goodwill could occur if the carrying amount of a reporting unit exceeded the fair value of that reporting unit. An impairment of indefinite-lived intangible assets would occur if the fair value of the intangible asset is less than the carrying value.

The company tests its goodwill for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If the company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative impairment test is performed. AbbVie tests indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If the company concludes it is more likely than not that the fair value is less than its carrying amount, a quantitative impairment test is performed. For its quantitative impairment tests, the company uses an estimated future cash flow approach that requires significant judgment with respect to future volume, revenue and expense growth rates, changes in working capital use, the selection of an appropriate discount rate, asset groupings and other assumptions and estimates. The estimates and assumptions used are consistent with the company's business plans and a market participant's views. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of the assets and potentially result in different impacts to the company's results of operations. Actual results may differ from the company's estimates.

Acquired In-Process Research and Development

In an asset acquisition, the initial costs of rights to IPR&D projects acquired are expensed as IPR&D in the consolidated statements of earnings unless the project has an alternative future use. These costs include initial payments incurred prior to


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regulatory approval in connection with research and development collaboration agreements that provide rights to develop, manufacture, market and/or sell pharmaceutical products. In a business combination, the fair value of IPR&D projects acquired are capitalized and accounted for as indefinite-lived intangible assets until the underlying project receives regulatory approval, at which point the intangible asset will be accounted for as a definite-lived intangible asset, or discontinuation, at which point the intangible asset will be written off. R&D costs incurred after the acquisition are expensed as incurred.

Foreign Currency Translation

Foreign subsidiary earnings are translated into U.S. dollars using average exchange rates. The net assets of foreign subsidiaries are translated into U.S. dollars using period-end exchange rates. The U.S. dollar effects that arise from translating the net assets of these subsidiaries at changing rates are recognized in other comprehensive income (loss) (OCI) in the consolidated statements of comprehensive income. The net assets of subsidiaries in highly inflationary economies are remeasured as if the functional currency were the reporting currency. The remeasurement is recognized in net foreign exchange loss in the consolidated statements of earnings.

Derivatives

All derivative instruments are recognized as either assets or liabilities at fair value on the consolidated balance sheets and are classified as current or long-term based on the scheduled maturity of the instrument.

For derivatives formally designated as hedges, the company assesses at inception and quarterly thereafter whether the hedging derivatives are highly effective in offsetting changes in the fair value or cash flows of the hedged item. The changes in fair value of a derivative designated as a fair value hedge and of the hedged item attributable to the hedged risk are recognized in earnings immediately. The effective portions of changes in the fair value of a derivative designated as a cash flow hedge are reported in AOCI and are subsequently recognized in earnings consistent with the underlying hedged item. If it is determined that a derivative is no longer highly effective as a hedge, the company discontinues hedge accounting prospectively. If a hedged forecasted transaction becomes probable of not occurring, any gains or losses are reclassified from AOCI to earnings. Derivatives that are not designated as hedges are adjusted to fair value through current earnings.

The company also uses derivative instruments or foreign currency denominated debt to hedge its net investments in certain foreign subsidiaries and affiliates. Realized and unrealized gains and losses from these hedges are included in AOCI.

Derivative cash flows, with the exception of net investment hedges, are principally classified in the operating section of the consolidated statements of cash flows, consistent with the underlying hedged item. Cash flows related to net investment hedges are classified in the investing section of the consolidated statements of cash flows.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU No. 2016-13

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326). The standard changes how credit losses are measured for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, the standard requires the use of a new forward-looking "expected credit loss" model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, the standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. AbbVie adopted the standard in the first quarter of 2020.

Upon adoption of the standard, accounts receivable are stated at amortized cost less allowance for credit losses. The allowance for credit losses reflects the best estimate of future losses over the contractual life of outstanding accounts receivable and is determined on the basis of historical experience, specific allowances for known troubled accounts, other currently available information including customer financial condition, and both current and forecasted economic conditions. The adoption did not have a material impact on the company's consolidated financial statements. The allowance for credit losses was $262 million at December 31, 2020. There were no significant changes in credit loss risk factors that impacted the company's recorded allowance during 2020.


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Recent Accounting Pronouncements Not Yet Adopted

ASU No. 2019-12

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). The standard includes simplifications related to accounting for income taxes including removing certain exceptions related to the approach for intraperiod tax allocation and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard will be effective for AbbVie starting with the first quarter of 2021. AbbVie has completed its assessment of the new standard and concluded that the adoption will not have a material impact on its consolidated financial statements.

Note 3 Supplemental Financial Information

Interest Expense, Net


years ended December 31 (in millions)	2020		2019		2018
Interest expense	$	2,454	$	1,784	$	1,348
Interest income	(174)		(275)		(204)
Interest expense, net	$	2,280	$	1,509	$	1,144

Accounts Payable and Accrued Liabilities


as of December 31 (in millions)	2020		2019
Sales rebates	$	7,188	$	4,484
Dividends payable	2,335		1,771
Accounts payable	2,276		1,452
Salaries, wages and commissions	1,669		830
Royalty and license arrangements	483		324
Other	6,208		2,971
Accounts payable and accrued liabilities	$	20,159	$	11,832

Other Long-Term Liabilities


as of December 31 (in millions)	2020		2019
Contingent consideration liabilities	$	12,289	$	7,201
Liabilities for unrecognized tax benefits	5,680		2,772
Income taxes payable	3,847		3,453
Pension and other post-employment benefits	3,413		2,949
Other	2,378		1,222
Other long-term liabilities	$	27,607	$	17,597


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Note 4 Earnings Per Share

AbbVie grants certain restricted stock units (RSUs) that are considered to be participating securities. Due to the presence of participating securities, AbbVie calculates earnings per share (EPS) using the more dilutive of the treasury stock or the two-class method. For all periods presented, the two-class method was more dilutive.

The following table summarizes the impact of the two-class method:


	Years ended December 31,
(in millions, except per share data)	2020		2019		2018
Basic EPS
Net earnings attributable to AbbVie Inc.	$	4,616	$	7,882	$	5,687
Earnings allocated to participating securities	60		40		30
Earnings available to common shareholders	$	4,556	$	7,842	$	5,657
Weighted average basic shares of common stock outstanding	1,667		1,481		1,541
Basic earnings per share attributable to AbbVie Inc.	$	2.73	$	5.30	$	3.67

Diluted EPS
Net earnings attributable to AbbVie Inc.	$	4,616	$	7,882	$	5,687
Earnings allocated to participating securities	60		40		30
Earnings available to common shareholders	$	4,556	$	7,842	$	5,657
Weighted average shares of common stock outstanding	1,667		1,481		1,541
Effect of dilutive securities	6		3		5
Weighted average diluted shares of common stock outstanding	1,673		1,484		1,546
Diluted earnings per share attributable to AbbVie Inc.	$	2.72	$	5.28	$	3.66

Certain shares issuable under stock-based compensation plans were excluded from the computation of EPS because the effect would have been antidilutive. The number of common shares excluded was insignificant for all periods presented.

Note 5 Licensing, Acquisitions and Other Arrangements

Acquisition of Allergan

On May 8, 2020, AbbVie completed its previously announced acquisition of all outstanding equity interests in Allergan in a cash and stock transaction. Allergan is a global pharmaceutical leader focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical and regenerative medicine products for patients around the world. The combination creates a diverse entity with leadership positions across immunology, hematologic oncology, aesthetics, neuroscience, eye care and women's health. AbbVie's existing product portfolio and pipeline is enhanced with numerous Allergan assets and Allergan's product portfolio benefits from AbbVie's commercial strength, expertise and international infrastructure. Under the terms of the acquisition, each ordinary share of Allergan common stock was converted into the right to receive (i) $120.30 in cash and (ii) 0.8660 of a share of AbbVie common stock.

Total consideration for the acquisition of Allergan is summarized as follows:


(in millions)
Cash consideration paid to Allergan shareholders (a)	$	39,675
Fair value of AbbVie common stock issued to Allergan shareholders (b)	23,979
Fair value of AbbVie equity awards issued to Allergan equity award holders (c)	430
Total consideration	$	64,084

(a)Represents cash consideration transferred of $120.30 per outstanding Allergan ordinary share based on 330 million Allergan ordinary shares outstanding at closing.


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(b)Represents the acquisition date fair value of 286 million shares of AbbVie common stock issued to Allergan shareholders based on the exchange ratio of 0.8660 AbbVie shares for each outstanding Allergan ordinary share at the May 8, 2020 closing price of $83.96 per share.

(c)Represents the pre-acquisition service portion of the fair value of 11 million AbbVie stock options and 8 million RSUs issued to Allergan equity award holders.

The acquisition of Allergan has been accounted for as a business combination using the acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2020. As a result, AbbVie recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date. Subsequent to the acquisition date, the company made certain measurement period adjustments to the preliminary purchase price allocation, including: (i) an increase to developed product rights intangible assets of $9.1 billion; (ii) an increase to IPR&D intangible assets of $710 million; (iii) an increase to property and equipment of $215 million; (iv) other individually insignificant adjustments for a net increase to identifiable net assets of $73 million; and (v) a corresponding decrease to goodwill of $10.0 billion. The measurement period adjustments primarily resulted from revised future cash flow estimates for certain intangible assets and completing valuations of property and equipment. These measurement period adjustments have been reflected in the table below. The company made these measurement period adjustments to reflect facts and circumstances that existed as of the acquisition date and did not result from intervening events subsequent to such date. These adjustments did not have a significant impact on AbbVie's results of operations. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of intangible assets, goodwill and income taxes among other items. The completion of the valuation will occur no later than one year from the acquisition date.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:


(in millions)
Assets acquired and liabilities assumed
Cash and equivalents	$	1,537
Short-term investments	1,421
Accounts receivable	2,374
Inventories	2,340
Prepaid expenses and other current assets	1,982
Investments	137
Property and equipment	2,127
Intangible assets
Developed product rights	67,330
In-process research and development	1,750
Other noncurrent assets	1,395
Short-term borrowings	(60)
Current portion of long-term debt and finance lease obligations	(1,899)
Accounts payable and accrued liabilities	(5,852)
Long-term debt and finance lease obligations	(18,937)
Deferred income taxes	(3,792)
Other long-term liabilities	(4,765)

Total identifiable net assets	47,088
Goodwill	16,996
Total assets acquired and liabilities assumed	$	64,084

The fair value step-up adjustment to inventories of $1.2 billion is being amortized to cost of products sold when the inventory is sold to customers, which is expected to be within approximately one year from the acquisition date.

Intangible assets relate to $67.3 billion of developed product rights and $1.8 billion of IPR&D. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately twelve years using the estimated pattern of economic benefit. The estimated fair values of identifiable intangible assets were determined using the "income approach" which is a valuation technique that provides an estimate of the fair value of an asset based on market


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participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the more significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product, the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, competitive trends impacting the asset and each cash flow stream, as well as other factors.

The fair value of long-term debt was determined by quoted market prices as of the acquisition date and the total purchase price adjustment of $1.3 billion is being amortized as a reduction to interest expense, net over the lives of the related debt.

Goodwill was 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 Allergan represents the value of additional growth platforms and an expanded revenue base as well as anticipated operational synergies and cost savings from the creation of a single combined global organization. The goodwill is not deductible for tax purposes.

Following the acquisition date, the operating results of Allergan have been included in the consolidated financial statements. For the period from the acquisition date through December 31, 2020, net revenues attributable to Allergan were $10.3 billion and operating losses attributable to Allergan were $1.1 billion, inclusive of $4.0 billion of intangible asset amortization and $1.2 billion of inventory fair value step-up amortization.

Acquisition-related expenses, which were comprised primarily of regulatory, financial advisory and legal fees, totaled $781 million for the year ended December 31, 2020 and $103 million for the year ended December 31, 2019 which were included in SG&A expenses in the consolidated statements of earnings.

Pro Forma Financial Information

The following table presents the unaudited pro forma combined results of AbbVie and Allergan for 2020 and 2019 as if the acquisition of Allergan had occurred on January 1, 2019:


years ended December 31 (in millions)	2020		2019
Net revenues	$	50,521	$	49,028
Net earnings (loss)	6,746		(38)

The unaudited pro forma combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of AbbVie and Allergan. In order to reflect the occurrence of the acquisition on January 1, 2019 as required, the unaudited pro forma financial information includes adjustments to reflect 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 acquisition date inventory; the additional interest expense associated with the issuance of debt to finance the acquisition; and the reclassification of acquisition-related costs incurred during the year ended December 31, 2020 to the year ended December 31, 2019. 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, 2019. In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition.

Other Licensing & Acquisitions Activity

Cash outflows related to other acquisitions and investments totaled $1.4 billion in 2020, $1.1 billion in 2019 and $736 million in 2018. AbbVie recorded acquired IPR&D charges of $1.2 billion in 2020, $385 million in 2019 and $424 million in 2018. Significant arrangements impacting 2020, 2019 and 2018, some of which require contingent milestone payments, are summarized below.

Luminera

In October 2020, AbbVie entered into an agreement with Luminera, a privately held aesthetics company based in Israel, to acquire Luminera's full dermal filler portfolio and R&D pipeline including HArmonyCa, a dermal filler intended for facial soft tissue augmentation. The aggregate accounting purchase price of $186 million was comprised of a $122 million upfront cash payment and $64 million for the acquisition date fair value of contingent consideration liabilities, for which AbbVie may owe up to $90 million in future payments upon achievement of certain commercial milestones. HArmonyCa is currently commercially available in Israel and Brazil and AbbVie will continue to develop this product for its international and U.S. markets. The agreement was accounted for as a business combination using the acquisition method of accounting. As of the


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acquisition date, AbbVie acquired $127 million of intangible assets for in-process research and development and $33 million of intangible assets for developed product rights. Other assets and liabilities assumed were insignificant. The acquisition resulted in the recognition of $12 million of goodwill which is not deductible for tax purposes.

I-Mab Biopharma

In September 2020, AbbVie and I-Mab Biopharma (I-Mab) entered into a collaboration agreement for the development and commercialization of lemzoparlimab, an anti-CD47 monoclonal antibody internally discovered and developed by I-Mab for the treatment of multiple cancers. Both companies will collaborate to design and conduct further global clinical trials to evaluate lemzoparlimab. The collaboration provides AbbVie an exclusive global license, excluding greater China, to develop and commercialize lemzoparlimab. The companies will share manufacturing responsibilities with AbbVie being the primary manufacturer for global supply. The agreement also allows for potential collaboration on future CD47-related therapeutic agents, subject to further licenses to explore each other's related programs in their respective territories. The terms of the arrangement include an initial upfront payment of $180 million to exclusively license lemzoparlimab along with a milestone payment of $20 million based on the Phase I results, for a total of $200 million, which was recorded to IPR&D in the consolidated statements of earnings in the fourth quarter of 2020 after regulatory approval of the transaction. In addition, I-Mab will be eligible to receive up to $1.7 billion upon the achievement of certain clinical development, regulatory and commercial milestones, and AbbVie will pay tiered royalties from low-to-mid teen percentages on global net revenues outside of greater China.

Genmab A/S

In June 2020, AbbVie and Genmab A/S (Genmab) entered into a collaboration agreement to jointly develop and commercialize three of Genmab's early-stage investigational bispecific antibody therapeutics and entered into a discovery research collaboration for future differentiated antibody therapeutics for the treatment of cancer. Under the terms of the agreement, Genmab granted to AbbVie an exclusive license to its epcoritamab (DuoBody-CD3xCD20), DuoHexaBody-CD37 and DuoBody-CD3x5T4 programs. For epcoritamab, the companies will share commercial responsibilities in the U.S. and Japan, with AbbVie responsible for further global commercialization. Genmab will record net revenues in the U.S. and Japan, and the parties will share equally in pre-tax profits from these sales. Genmab will receive tiered royalties on remaining global sales. For the discovery research partnership, Genmab will conduct Phase 1 studies for these programs and AbbVie retains the right to opt-in to program development. During 2020, AbbVie made an upfront payment of $750 million, which was recorded to IPR&D in the consolidated statements of earnings. AbbVie could make additional payments of up to $3.2 billion upon the achievement of certain development, regulatory and commercial milestones for all programs.

Reata Pharmaceuticals, Inc.

In October 2019, AbbVie and Reata Pharmaceuticals, Inc. (Reata) entered into an amended and restated license agreement. Under the terms of the agreement, Reata reacquired exclusive development, manufacturing and commercialization rights concerning its proprietary Nrf2 activator product platform originally licensed to AbbVie for territories outside of the United States with respect to bardoxolone methyl and worldwide with respect to omaveloxolone and other next-generation Nrf2 activators. As consideration for the rights reacquired by Reata, AbbVie received a total of $250 million as of December 31, 2020 and will receive $80 million in cash in 2021. Total consideration of $330 million was recognized in other operating (income) expense in the consolidated statements of earnings in 2019. In addition, AbbVie will receive low single-digit, tiered royalties from worldwide sales of omaveloxolone and certain next-generation Nrf2 activators.

Calico Life Sciences LLC

In June 2018, AbbVie and Calico Life Sciences LLC (Calico) entered into an extension of a collaboration to discover, develop and bring to market new therapies for patients with age-related diseases, including neurodegeneration and cancer. Under the terms of the agreement, AbbVie and Calico will each contribute an additional $500 million to the collaboration and the term is extended for an additional three years. Calico will be responsible for research and early development until 2022 and will advance collaboration projects through Phase 2a through 2027. Following completion of Phase 2a, AbbVie will have the option to exclusively license collaboration compounds. AbbVie will support Calico in its early research and development efforts and, upon exercise, would be responsible for late-stage development and commercial activities. Collaboration costs and profits will be shared equally by both parties post option exercise. During 2018, AbbVie recorded $500 million in other operating (income) expense in the consolidated statements of earnings related to its commitments under the agreement.

Other Arrangements

In addition to the significant arrangements described above, AbbVie entered into several other arrangements resulting in charges to IPR&D of $248 million in 2020, $385 million in 2019 and $424 million in 2018. In connection with the other


63			\| 2020 Form 10-K

individually insignificant early-stage arrangements entered into in 2020, AbbVie could make additional payments of up to $5.1 billion upon the achievement of certain development, regulatory and commercial milestones.

Note 6 Collaborations

The company has ongoing transactions with other entities through collaboration agreements. The following represent the significant collaboration agreements impacting 2020, 2019 and 2018.

Collaboration with Janssen Biotech, Inc.

In December 2011, Pharmacyclics, a wholly-owned subsidiary of AbbVie, entered into a worldwide collaboration and license agreement with Janssen Biotech, Inc. and its affiliates (Janssen), one of the Janssen Pharmaceutical companies of Johnson & Johnson, for the joint development and commercialization of Imbruvica, a novel, orally active, selective covalent inhibitor of Bruton's tyrosine kinase (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 $200 million to AbbVie. The collaboration also includes a cost sharing arrangement for associated collaboration activities. Except in certain cases, Janssen is responsible for approximately 60% of collaboration development costs and AbbVie is responsible for the remaining 40% of collaboration development costs.

In the United States, both parties have co-exclusive rights to commercialize the products; however, AbbVie is the principal in the end-customer product sales. AbbVie and Janssen share pre-tax profits and losses equally from the commercialization of products. Sales of Imbruvica are included in AbbVie's net revenues. Janssen's share of profits is included in AbbVie's cost of products sold. Other costs incurred under the collaboration are reported in their respective expense line items, net of Janssen's share.

Outside the United States, Janssen is responsible for and has exclusive rights to commercialize Imbruvica. AbbVie and Janssen share pre-tax profits and losses equally from the commercialization of products. AbbVie's share of profits is included in AbbVie's net revenues. Other costs incurred under the collaboration are reported in their respective expense line items, net of Janssen's share.

The following table shows the profit and cost sharing relationship between Janssen and AbbVie:


years ended December 31 (in millions)	2020		2019		2018
United States - Janssen's share of profits (included in cost of products sold)	$	2,012	$	1,803	$	1,372
International - AbbVie's share of profits (included in net revenues)	1,009		844		622
Global - AbbVie's share of other costs (included in respective line items)	295		321		326

AbbVie’s receivable from Janssen, included in accounts receivable, net, was $283 million at December 31, 2020 and $235 million at December 31, 2019. AbbVie’s payable to Janssen, included in accounts payable and accrued liabilities, was $562 million at December 31, 2020 and $455 million at December 31, 2019.

Collaboration with Genentech, Inc.

AbbVie and Genentech, Inc. (Genentech), a member of the Roche Group, are parties to a collaboration and license agreement executed in 2007 to jointly research, develop and commercialize human therapeutic products containing BCL-2 inhibitors and certain other compound inhibitors which includes Venclexta, a BCL-2 inhibitor used to treat certain hematological malignancies. AbbVie shares equally with Genentech all pre-tax profits and losses from the development and commercialization of Venclexta in the United States. AbbVie pays royalties on Venclexta net revenues outside the United States.

AbbVie manufactures and distributes Venclexta globally and is the principal in the end-customer product sales. Sales of Venclexta are included in AbbVie's net revenues. Genentech's share of United States profits is included in AbbVie's cost of products sold. AbbVie records sales and marketing costs associated with the United States collaboration as part of SG&A


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expenses and global development costs as part of R&D expenses, net of Genentech’s share. Royalties paid for Venclexta revenues outside the United States are also included in AbbVie’s cost of products sold.

The following table shows the profit and cost sharing relationship between Genentech and AbbVie:


years ended December 31 (in millions)	2020		2019		2018
Genentech's share of profits, including royalties (included in cost of products sold)	$	533	$	320	$	141
AbbVie's share of sales and marketing costs from U.S. collaboration (included in SG&A)	46		41		27
AbbVie's share of development costs (included in R&D)	129		128		160

Note 7 Goodwill and Intangible Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill:


(in millions)
Balance as of December 31, 2018	$	15,663
Foreign currency translation adjustments	(59)
Balance as of December 31, 2019	15,604
Additions(a)	17,008
Foreign currency translation adjustments	512
Balance as of December 31, 2020	$	33,124

(a)Goodwill additions related to the acquisition of Allergan in the second quarter of 2020 and the acquisition of Luminera in the fourth quarter of 2020 (see Note 5).

The company performs its annual goodwill impairment assessment in the third quarter, or earlier if impairment indicators exist. As of December 31, 2020, there were no accumulated goodwill impairment losses.

Intangible Assets, Net

The following table summarizes intangible assets:


	2020						2019
as of December 31 (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	$	87,707	$	(11,620)	$	76,087	$	19,547	$	(6,405)	$	13,142
License agreements	7,828		(2,916)		4,912		7,798		(2,291)		5,507
Total definite-lived intangible assets	95,535		(14,536)		80,999		27,345		(8,696)		18,649
Indefinite-lived research and development	1,877		—		1,877		—		—		—
Total intangible assets, net	$	97,412	$	(14,536)	$	82,876	$	27,345	$	(8,696)	$	18,649

Definite-Lived Intangible Assets

The increase in definite-lived intangible assets during 2020 was primarily due to the acquisition of Allergan in the second quarter of 2020. The intangible assets will be amortized using the estimated pattern of economic benefit. Refer to Note 5 for additional information regarding this acquisition.


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Definite-lived intangible assets are amortized over their estimated useful lives, which range between 1 to 16 years with an average of 12 years for developed product rights and 11 years for license agreements. Amortization expense was $5.8 billion in 2020, $1.6 billion in 2019 and $1.3 billion in 2018 and was included in cost of products sold in the consolidated statements of earnings. The anticipated annual amortization expense for definite-lived intangible assets recorded as of December 31, 2020 is as follows:


(in billions)			2021						2022						2023						2024						2025
Anticipated annual amortization expense			$	7.7					$	7.2					$	7.5					$	8.0					$	8.4

No definite-lived intangible asset impairment charges were recorded in 2020, 2019 or 2018.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets represent acquired IPR&D associated with products that have not yet received regulatory approval. The increase in indefinite-lived research and development assets during 2020 was due to the acquisition of Allergan in the second quarter of 2020 and the acquisition of Luminera in the fourth quarter of 2020. Refer to Note 5 for additional information regarding these acquisitions.

The company performs its annual impairment assessment of indefinite-lived intangible assets in the third quarter, or earlier if impairment indicators exist. No indefinite-lived intangible asset impairment charges were recorded in 2020. In 2019, following the announcement of the decision to terminate the rovalpituzumab tesirine (Rova-T) R&D program, the company recorded an impairment charge of $1.0 billion which represented the remaining value of the IPR&D acquired as part of the 2016 Stemcentrx acquisition. This termination was subsequent to the decision to stop enrollment for the TAHOE trial, which resulted in an impairment charge of $5.1 billion in 2018. These impairment charges were recorded to R&D expense in the consolidated statements of earnings in 2019 and 2018.

Note 8 Integration and Restructuring Plans

Allergan Integration Plan

Following the closing of the Allergan acquisition, AbbVie implemented an integration plan designed to reduce costs, integrate and optimize the combined organization. To achieve these integration objectives, AbbVie expects to incur approximately $2 billion of charges through 2022. These costs will consist of severance and employee benefit costs (cash severance, non-cash severance, including accelerated equity award compensation expense, retention and other termination benefits) and other integration expenses.

The following table summarizes the charges associated with the Allergan acquisition integration plan:


	2020
year ended December 31 (in millions)	Severance and employee benefits		Other integration
Cost of products sold	$	109	$	21
Research and development	199		177
Selling, general and administrative	388		237
Total charges	$	696	$	435

The following table summarizes the cash activity in the recorded liability associated with the integration plan:


	2020
year ended December 31 (in millions)	Severance and employee benefits		Other integration

Charges	$	594	$	435


Payments and other adjustments	(227)		(415)
Accrued balance as of December 31, 2020	$	367	$	20


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Other Restructuring

AbbVie continuously evaluates its operations to identify opportunities to optimize its manufacturing and R&D operations, commercial infrastructure and administrative costs and to respond to changes in its business environment. As a result, AbbVie management periodically approves individual restructuring plans to achieve these objectives. In 2020, 2019 and 2018, no such plans were individually significant. Restructuring charges recorded were $60 million in 2020, $234 million in 2019 and $70 million in 2018 and were primarily related to employee severance and contractual obligations. These charges were recorded in cost of products sold, R&D expense and SG&A expenses in the consolidated statements of earnings based on the classification of the affected employees or operations.

The following table summarizes the cash activity in the restructuring reserve for 2020, 2019 and 2018:


(in millions)
Accrued balance as of December 31, 2017	$	86
2018 restructuring charges	59
Payments and other adjustments	(46)
Accrued balance as of December 31, 2018	99
2019 restructuring charges	219
Payments and other adjustments	(178)
Accrued balance as of December 31, 2019	140
2020 restructuring charges	58
Payments and other adjustments	(108)
Accrued balance as of December 31, 2020	$	90

Note 9 Leases

AbbVie's lease portfolio primarily consists of real estate properties, vehicles and equipment. The following table summarizes the amounts and location of operating and finance leases on the consolidated balance sheets:


as of December 31 (in millions)	Balance sheet caption	2020		2019
Assets
Operating	Other assets	$	895	$	344
Finance	Property and equipment, net	27		23
Total lease assets		$	922	$	367
Liabilities
Operating
Current	Accounts payable and accrued liabilities	$	175	$	109
Noncurrent	Other long-term liabilities	832		251
Finance
Current	Current portion of long-term debt and finance lease obligations	8		7
Noncurrent	Long-term debt and finance lease obligations	21		20
Total lease liabilities		$	1,036	$	387


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The following table summarizes the lease costs recognized in the consolidated statements of earnings:


years ended December 31 (in millions)	2020		2019
Operating lease cost	$	192	$	124



Short-term lease cost	59		34
Variable lease cost	60		62
Total lease cost	$	311	$	220

Sublease income and finance lease costs were insignificant in 2020 and 2019. Lease expense prior to the adoption of ASU No. 2016-02 was $161 million in 2018.

The following table presents the weighted-average remaining lease term and weighted-average discount rate for operating and finance leases:


	December 31, 2020		December 31, 2019
Weighted-average remaining lease term (years)
Operating	8		5
Finance	3		3
Weighted-average discount rate
Operating	2.5	%	3.9	%
Finance	1.4	%	3.9	%

The following table presents supplementary cash flow information regarding the company's leases:


years ended December 31 (in millions)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	185	$	125



Right-of-use assets obtained in exchange for new operating lease liabilities	692		26

Finance lease cash flows were insignificant in 2020 and 2019. Right-of-use assets obtained in exchange for new operating lease liabilities included $453 million of right-of-use assets acquired in the Allergan acquisition.

The following table summarizes the future maturities of AbbVie's operating and finance lease liabilities as of December 31, 2020:


(in millions)	Operating leases		Finance leases		Total (a)
2021	$	202	$	27	$	229
2022	178		3		181
2023	140		2		142
2024	111		1		112
2025	96		—		96
Thereafter	394		—		394
Total lease payments	1,121		33		1,154
Less: Interest	114		4		118
Present value of lease liabilities	$	1,007	$	29	$	1,036

(a)Lease payments recognized as part of lease liabilities for optional renewal periods are insignificant.


						2020 Form 10-K \|			68

Note 10 Debt, Credit Facilities and Commitments and Contingencies

The following table summarizes long-term debt:


as of December 31 (dollars in millions)	Effective interest rate in 2020(a)		2020		Effective interest rate in 2019(a)		2019
Senior notes issued in 2012
2.90% notes due 2022	2.97	%	$	3,100	2.97	%	$	3,100
4.40% notes due 2042	4.46	%	2,600		4.46	%	2,600
Senior notes issued in 2015
2.50% notes due 2020	2.65	%	—		2.65	%	3,750
3.20% notes due 2022	3.28	%	1,000		3.28	%	1,000
3.60% notes due 2025	3.66	%	3,750		3.66	%	3,750
4.50% notes due 2035	4.58	%	2,500		4.58	%	2,500
4.70% notes due 2045	4.73	%	2,700		4.73	%	2,700
Senior notes issued in 2016
2.30% notes due 2021	2.40	%	1,800		2.40	%	1,800
2.85% notes due 2023	2.91	%	1,000		2.91	%	1,000
3.20% notes due 2026	3.28	%	2,000		3.28	%	2,000
4.30% notes due 2036	4.37	%	1,000		4.37	%	1,000
4.45% notes due 2046	4.50	%	2,000		4.50	%	2,000
Senior Euro notes issued in 2016
1.375% notes due 2024 (€1,450 principal)	1.46	%	1,783		1.46	%	1,625
2.125% notes due 2028 (€750 principal)	2.18	%	922		2.18	%	840
Senior notes issued in 2018
3.375% notes due 2021	3.51	%	1,250		3.51	%	1,250
3.75% notes due 2023	3.84	%	1,250		3.84	%	1,250
4.25% notes due 2028	4.38	%	1,750		4.38	%	1,750
4.875% notes due 2048	4.94	%	1,750		4.94	%	1,750
Senior Euro notes issued in 2019
0.75% notes due 2027 (€750 principal)	0.86	%	922		0.86	%	840
1.25% notes due 2031 (€650 principal)	1.30	%	799		1.30	%	728
Senior notes issued in 2019
Floating rate notes due May 2021	1.33	%	750		2.08	%	750
Floating rate notes due November 2021	1.42	%	750		2.12	%	750
Floating rate notes due 2022	1.62	%	750		2.29	%	750
2.15% notes due 2021	2.23	%	1,750		2.23	%	1,750
2.30% notes due 2022	2.42	%	3,000		2.42	%	3,000
2.60% notes due 2024	2.69	%	3,750		2.69	%	3,750
2.95% notes due 2026	3.02	%	4,000		3.02	%	4,000
3.20% notes due 2029	3.25	%	5,500		3.25	%	5,500
4.05% notes due 2039	4.11	%	4,000		4.11	%	4,000
4.25% notes due 2049	4.29	%	5,750		4.29	%	5,750
Term loan facilities
Floating rate notes due 2023	1.29	%	1,000		—	%	—
Floating rate notes due 2025	1.42	%	2,000		—	%	—
Senior notes acquired in 2020
5.000% notes due 2021	1.59	%	1,200		—	%	—
3.450% notes due 2022	1.89	%	2,878		—	%	—
3.250% notes due 2022	1.85	%	1,700		—	%	—
2.800% notes due 2023	2.08	%	350		—	%	—
3.850% notes due 2024	1.98	%	1,032		—	%	—
3.800% notes due 2025	2.00	%	3,021		—	%	—
4.550% notes due 2035	3.43	%	1,789		—	%	—
4.625% notes due 2042	3.93	%	457		—	%	—
4.850% notes due 2044	4.02	%	1,074		—	%	—
4.750% notes due 2045	4.13	%	881		—	%	—


69			\| 2020 Form 10-K


as of December 31 (dollars in millions)	Effective interest rate in 2020(a)		2020		Effective interest rate in 2019(a)		2019
Senior Euro notes acquired in 2020
0.500% notes due 2021 (€750 principal)	0.68	%	922		—	%	—
1.500% notes due 2023 (€500 principal)	0.48	%	615		—	%	—
1.250% notes due 2024 (€700 principal)	0.64	%	861		—	%	—
2.625% notes due 2028 (€500 principal)	1.18	%	615		—	%	—
2.125% notes due 2029 (€550 principal)	1.18	%	677		—	%	—
Other			29				27
Fair value hedges			278				(48)
Unamortized bond discounts			(146)				(161)
Unamortized deferred financing costs			(287)				(323)
Unamortized bond premiums (b)			1,200				—
Total long-term debt and finance lease obligations			86,022				66,728
Current portion			8,468				3,753
Noncurrent portion			$	77,554			$	62,975

(a)Excludes the effect of any related interest rate swaps.

(b)Represents unamortized purchase price adjustments of Allergan debt.

Allergan-Related Financing

In connection with the acquisition of Allergan, in May 2020, the company borrowed $3.0 billion under a $6.0 billion term loan credit agreement, of which $1.0 billion was outstanding under a floating rate three-year term loan tranche and $2.0 billion outstanding under a floating rate five-year term loan tranche as of December 31, 2020. Subsequent to these borrowings, AbbVie terminated the unused commitments of the lenders under the term loan.

In May 2020, AbbVie completed its previously announced offers to exchange any and all outstanding notes of certain series issued by Allergan for new notes to be issued by AbbVie and cash. Following the settlement of the exchange offers, AbbVie issued $14.0 billion and €3.1 billion of new notes in exchange for the Allergan notes tendered in the exchange offers. The aggregate principal amount of Allergan notes that remained outstanding following the settlement of the exchange offers was approximately $1.5 billion and €635 million. The exchange transaction was accounted for as a modification of the assumed debt instruments.

In September 2020, the company repaid $650 million aggregate principal amount of 3.375% Allergan exchange notes at maturity.

In November 2020, the company repaid €700 million aggregate principal amount of floating rate Allergan exchange notes at maturity and $450 million aggregate principal amount of 4.875% Allergan exchange notes due February 2021 three months prior to maturity.

In November 2019, the company issued $30.0 billion aggregate principal amount of unsecured senior notes. These senior notes rank equally with all other unsecured and unsubordinated indebtedness of the company. 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. With exception of the fixed-rate notes due 2021 and 2022, 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 $173 million and debt discounts totaled $52 million, which are being amortized over the respective terms of the notes to interest expense, net in the consolidated statements of earnings. AbbVie used the net proceeds to fund a portion of the aggregate cash consideration due to Allergan shareholders in connection with the acquisition described in Note 5 and to pay related fees and expenses.

Other Long-Term Debt

In May 2020, the company repaid $3.8 billion aggregate principal amount of 2.50% senior notes at maturity.

In September 2019, the company issued €1.4 billion aggregate principal amount of unsecured senior Euro notes. 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


						2020 Form 10-K \|			70

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 consolidated statements of earnings. In October 2019, the company used the proceeds to redeem €1.4 billion aggregate principal amount of 0.375% senior Euro notes that were due to mature in November 2019.

In May 2018, the company also repaid $3.0 billion aggregate principal amount of 1.80% senior notes at maturity.

In September 2018, the company issued $6.0 billion aggregate principal amount of unsecured senior notes. 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 except for the 3.375% notes due 2021, AbbVie may redeem the senior notes at par between one and six months prior to maturity. In connection with the offering, debt issuance costs incurred totaled $37 million and debt discounts totaled $37 million and are being amortized over the respective terms of the senior notes to interest expense, net in the consolidated statements of earnings. Of the $5.9 billion net proceeds, $2.0 billion was used to repay the company's outstanding three-year term loan credit agreement in September 2018 and $1.0 billion was used to repay the aggregate principal amount of 2.00% senior notes at maturity in November 2018. The company used the remaining proceeds to repay term loan obligations in 2019 as they became due.

AbbVie has outstanding €2.2 billion aggregate principal amount of unsecured senior Euro notes which were issued in 2016. 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 AbbVie may redeem the senior notes at par between one and three months prior to maturity.

AbbVie has outstanding $7.8 billion aggregate principal amount of unsecured senior notes which were issued in 2016 and $10.0 billion aggregate principal amount of unsecured senior notes which were issued in 2015. AbbVie may redeem the senior notes, at any time, prior to maturity at a redemption price equal to the principal amount of the senior notes redeemed plus a make-whole premium and AbbVie may redeem the senior notes at par between one and six months prior to maturity.

AbbVie has outstanding $5.7 billion aggregate principal amount of unsecured senior notes which were issued in 2012. AbbVie may redeem all of the senior notes of each series, at any time, or some of the senior notes of each series, from time to time, at a redemption price equal to the principal amount of the senior notes redeemed plus a make-whole premium.

At December 31, 2020, the company was in compliance with its senior note covenants and term loan covenants.

Short-Term Borrowings

There were no commercial paper borrowings outstanding as of December 31, 2020 and December 31, 2019. The weighted-average interest rate on commercial paper borrowings was 1.8% in 2020, 2.5% in 2019 and 2.0% in 2018.

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 December 31, 2020. Commitment fees under AbbVie's revolving credit facilities were insignificant in 2020, 2019 and 2018. No amounts were outstanding under the company's credit facilities as of December 31, 2020 and December 31, 2019.

In March 2019, AbbVie repaid a $3.0 billion 364-day term loan credit agreement that was drawn on in June 2018 and was scheduled to mature in June 2019.


71			\| 2020 Form 10-K

Maturities of Long-Term Debt

The following table summarizes AbbVie's debt maturities as of December 31, 2020:


as of and for the years ending December 31 (in millions)
2021	$	8,422
2022	12,428
2023	4,215
2024	7,426
2025	8,771
Thereafter	43,686
Total obligations and commitments	84,948
Fair value hedges, unamortized bond premiums and discounts, deferred financing costs and finance lease obligations	1,074
Total long-term debt and finance lease obligations	$	86,022

Contingencies and Guarantees

In connection with the separation, AbbVie has indemnified Abbott for all liabilities resulting from the operation of AbbVie's business other than income tax liabilities with respect to periods prior to the distribution date and other liabilities as agreed to by AbbVie and Abbott. AbbVie has no material exposures to off-balance sheet arrangements and no special-purpose entities. In the ordinary course of business, AbbVie has periodically entered into third-party agreements, such as the assignment of product rights, which have resulted in AbbVie becoming secondarily liable for obligations for which AbbVie had previously been primarily liable. Based upon past experience, the likelihood of payments under these agreements is remote.

Note 11 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. AbbVie'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 and nonderivative instruments to reduce its exposure to foreign currency exchange rates. AbbVie also periodically enters into interest rate swaps 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 $1.5 billion at December 31, 2020 and $1.0 billion at December 31, 2019, 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 December 31, 2020 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 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 proposed 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 November 2019 resulting in a gain of $383 million recognized in other comprehensive income (loss). This gain is reclassified to interest expense, net over the lives of the related debt.

In the fourth quarter of 2019, the company entered into interest rate swap contracts with notional amounts totaling $2.3 billion at December 31, 2020 and December 31, 2019. The effect of the hedge contracts is to change a floating-rate interest obligation to a fixed rate for that portion of the floating-rate debt. The contracts were designated as cash flow hedges


						2020 Form 10-K \|			72

and are recorded at fair value. Realized and unrealized gains or losses are included in AOCI and are reclassified to interest expense, net over the lives of the floating-rate 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 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 $8.6 billion at December 31, 2020 and $7.1 billion at December 31, 2019.

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 €6.6 billion at December 31, 2020 and €3.6 billion at December 31, 2019. In addition, the company had foreign currency forward exchange contracts designated as net investment hedges with notional amounts totaling €971 million at December 31, 2020 and €971 million, £204 million, and CHF62 million at December 31, 2019. 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 swap contracts designated as fair value hedges with notional amounts totaling $4.8 billion at December 31, 2020 and $10.8 billion at December 31, 2019. 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 consolidated balance sheets:


	Fair value - Derivatives in asset position					Fair value - Derivatives in liability position
as of December 31 (in millions)	Balance sheet caption	2020		2019		Balance sheet caption	2020		2019
Foreign currency forward exchange contracts
Designated as cash flow hedges	Prepaid expenses and other	$	2	$	3	Accounts payable and accrued liabilities	$	82	$	14

Designated as cash flow hedges	Other assets	—		—		Other long-term liabilities	6		—
Designated as net investment hedges	Prepaid expenses and other	—		—		Accounts payable and accrued liabilities	11		24
Not designated as hedges	Prepaid expenses and other	49		19		Accounts payable and accrued liabilities	33		18
Interest rate swap contracts
Designated as cash flow hedges	Prepaid expenses and other	—		—		Accounts payable and accrued liabilities	14		—
Designated as cash flow hedges	Other assets	—		3		Other long-term liabilities	20		—
Designated as fair value hedges	Prepaid expenses and other	7		—		Accounts payable and accrued liabilities	—		2
Designated as fair value hedges	Other assets	131		28		Other long-term liabilities	—		74
Total derivatives		$	189	$	53		$	166	$	132

While certain derivatives are subject to netting arrangements with the company's counterparties, the company does not offset derivative assets and liabilities within the consolidated balance sheets.


73			\| 2020 Form 10-K

The following table presents the pre-tax amounts of gains (losses) from derivative instruments recognized in other comprehensive income (loss):


years ended in December 31 (in millions)	2020		2019		2018
Foreign currency forward exchange contracts
Designated as cash flow hedges	$	(71)	$	(5)	$	175
Designated as net investment hedges	(95)		33		—
Interest rate swap contracts designated as cash flow hedges	(53)		4		—
Treasury rate lock agreements designated as cash flow hedges	—		383		—

Assuming market rates remain constant through contract maturities, the company expects to reclassify pre-tax losses of $93 million into cost of products sold for foreign currency cash flow hedges, pre-tax losses of $24 million into interest expense, net for interest rate swap cash flow hedges and pre-tax gains of $24 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 losses of $907 million in 2020, pre-tax gains of $90 million in 2019 and pre-tax gains of $178 million in 2018.

The following table summarizes the pre-tax amounts and location of derivative instrument net gains (losses) recognized in the consolidated statements of earnings, including the net gains (losses) reclassified out of AOCI into net earnings. See Note 13 for the amount of net gains (losses) reclassified out of AOCI.


years ended December 31 (in millions)	Statement of earnings caption	2020		2019		2018
Foreign currency forward exchange contracts
Designated as cash flow hedges	Cost of products sold	$	23	$	167	$	(161)
Designated as net investment hedges	Interest expense, net	18		27		—
Not designated as hedges	Net foreign exchange loss	58		(70)		83
Treasury rate lock agreements designated as cash flow hedges	Interest expense, net	24		3		—
Interest rate swap contracts
Designated as cash flow hedges	Interest expense, net	(17)		1		—
Designated as fair value hedges	Interest expense, net	365		418		(71)
Debt designated as hedged item in fair value hedges	Interest expense, net	(365)		(418)		71

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.


						2020 Form 10-K \|			74

The following table summarizes the bases used to measure certain assets and liabilities carried at fair value on a recurring basis on the consolidated balance sheet as of December 31, 2020:


			Basis of fair value measurement
(in millions)	Total		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	$	8,449	$	2,758	$	5,691	$	—
Money market funds and time deposits	12		—		12		—
Debt securities	50		—		50		—
Equity securities	159		149		10		—
Interest rate swap contracts	138		—		138		—
Foreign currency contracts	51		—		51		—

Total assets	$	8,859	$	2,907	$	5,952	$	—
Liabilities
Interest rate swap contracts	$	34	$	—	$	34	$	—
Foreign currency contracts	132		—		132		—
Contingent consideration	12,997		—		—		12,997
Total liabilities	$	13,163	$	—	$	166	$	12,997

The following table summarizes the bases used to measure certain assets and liabilities carried at fair value on a recurring basis on the consolidated balance sheet as of December 31, 2019:


			Basis of fair value measurement
(in millions)	Total		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	$	39,924	$	1,542	$	38,382	$	—
Debt securities	3		—		3		—
Equity securities	24		24		—		—
Interest rate swap contracts	31		—		31		—
Foreign currency contracts	22		—		22		—
Total assets	$	40,004	$	1,566	$	38,438	$	—
Liabilities
Interest rate swap contracts	$	76	$	—	$	76	$	—
Foreign currency contracts	56		—		56		—
Contingent consideration	7,340		—		—		7,340
Total liabilities	$	7,472	$	—	$	132	$	7,340

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. 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


75			\| 2020 Form 10-K

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 as of December 31, 2020 was calculated using the following significant unobservable inputs:


	Range	Weighted Average(a)
Discount rate	0.1% - 2.2%	1.1%
Probability of payment for unachieved milestones	56% - 92%	64%
Probability of payment for royalties by indication(b)	56% - 100%	91%

Projected year of payments	2021 - 2034	2027

(a)Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities.

(b)Excludes early stage indications with 0% estimated probability of payment and includes approved indications with 100% probability of payment. Excluding approved indications, the estimated probability of payment ranged from 56% to 89% at December 31, 2020.

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 contingent consideration liabilities which are measured using Level 3 inputs:


years ended December 31 (in millions)	2020		2019		2018
Beginning balance	$	7,340	$	4,483	$	4,534
Additions(a)	225		—		—
Change in fair value recognized in net earnings	5,753		3,091		49
Payments	(321)		(234)		(100)
Ending balance	$	12,997	$	7,340	$	4,483

(a)Additions during the year ended December 31, 2020 represent contingent consideration liabilities assumed in the Allergan acquisition as well as contingent consideration resulting from the Luminera acquisition.

The change in fair value recognized in net earnings is recorded in other expense, net in the consolidated statements of earnings. During the fourth quarter of 2020, the company recorded a $4.7 billion increase in the Skyrizi contingent consideration liability due to higher estimated future sales driven by stronger market share uptake and favorable clinical trial results as well as lower interest rates. 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 R&D program. During the fourth quarter of 2018, the company recorded a $428 million decrease in the Stemcentrx contingent consideration liability due to a reduction in probabilities of success of achieving regulatory approval.


						2020 Form 10-K \|			76

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 December 31, 2020 are shown in the table below:


					Basis of fair value measurement
(in millions)	Book value		Approximate fair values		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Liabilities
Short-term borrowings	$	34	$	34	$	—	$	34	$	—
Current portion of long-term debt and finance lease obligations, excluding fair value hedges	8,461		8,542		8,249		293		—
Long-term debt and finance lease obligations, excluding fair value hedges	77,283		87,761		86,137		1,624		—
Total liabilities	$	85,778	$	96,337	$	94,386	$	1,951	$	—

The book values, approximate fair values and bases used to measure the approximate fair values of certain financial instruments as of December 31, 2019 are shown in the table below:


					Basis of fair value measurement
(in millions)	Book value		Approximate fair values		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Liabilities

Current portion of long-term debt and finance lease obligations, excluding fair value hedges	$	3,755	$	3,760	$	3,753	$	7	$	—
Long-term debt and finance lease obligations, excluding fair value hedges	63,021		66,651		66,631		20		—
Total liabilities	$	66,776	$	70,411	$	70,384	$	27	$	—

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 $102 million as of December 31, 2020 and $66 million as of December 31, 2019. No significant cumulative upward or downward adjustments have been recorded for these investments as of December 31, 2020.

Concentrations of Risk

Of total net accounts receivable, three U.S. wholesalers accounted for 72% as of December 31, 2020 and 68% as of December 31, 2019, 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 43% of AbbVie's total net revenues in 2020, 58% in 2019 and 61% in 2018.


77			\| 2020 Form 10-K

Note 12 Post-Employment Benefits

AbbVie sponsors various pension and other post-employment benefit plans, including defined benefit, defined contribution and termination indemnity plans, which cover most employees worldwide. In addition, AbbVie provides medical benefits, primarily to eligible retirees in the United States and Puerto Rico, through other post-retirement benefit plans. Net obligations for these plans have been reflected on the consolidated balance sheets as of December 31, 2020 and 2019.

The following table summarizes benefit plan information for the global AbbVie-sponsored defined benefit and other post-employment plans:


	Defined benefit plans				Other post-employment plans
as of and for the years ended December 31 (in millions)	2020		2019		2020		2019
Projected benefit obligations
Beginning of period	$	8,646	$	6,618	$	1,050	$	561
Service cost	370		269		42		25
Interest cost	264		259		34		29
Employee contributions	2		2		—		—
Amendments	—		—		(397)		—
Actuarial loss	1,105		1,703		40		451
Benefits paid	(249)		(206)		(17)		(17)

Acquisition	1,409		—		43		—
Other, primarily foreign currency translation adjustments	245		1		—		1
End of period	11,792		8,646		795		1,050
Fair value of plan assets
Beginning of period	7,116		5,637		—		—
Actual return on plan assets	979		946		—		—
Company contributions	367		727		17		17
Employee contributions	2		2		—		—
Benefits paid	(249)		(206)		(17)		(17)

Acquisition	1,296		—		—		—
Other, primarily foreign currency translation adjustments	191		10		—		—
End of period	9,702		7,116		—		—
Funded status, end of period	$	(2,090)	$	(1,530)	$	(795)	$	(1,050)

Amounts recognized on the consolidated balance sheets
Other assets	$	563	$	395	$	—	$	—
Accounts payable and accrued liabilities	(12)		(8)		(23)		(18)
Other long-term liabilities	(2,641)		(1,917)		(772)		(1,032)
Net obligation	$	(2,090)	$	(1,530)	$	(795)	$	(1,050)
Actuarial loss, net	$	4,163	$	3,633	$	482	$	469
Prior service cost (credit)	8		10		(408)		(16)
Accumulated other comprehensive loss	$	4,171	$	3,643	$	74	$	453

The projected benefit obligations (PBO) in the table above included $3.5 billion at December 31, 2020 and $2.3 billion at December 31, 2019, related to international defined benefit plans.

For plans reflected in the table above, the accumulated benefit obligations (ABO) were $10.5 billion at December 31, 2020 and $7.6 billion at December 31, 2019.


						2020 Form 10-K \|			78

Information For Pension Plans With An Accumulated Benefit Obligation In Excess Of Plan Assets


as of December 31 (in millions)	2020		2019
Accumulated benefit obligation	$	7,527	$	5,752
Fair value of plan assets	6,066		4,820

Information For Pension Plans With A Projected Benefit Obligation In Excess Of Plan Assets


as of December 31 (in millions)	2020		2019
Projected benefit obligation	$	8,719	$	6,820
Fair value of plan assets	6,066		4,895

The 2020 actuarial losses of $1.1 billion for qualified pension plans and $40 million for other post-employment plans were primarily driven by a decrease in the assumed discount rate from 2019. The 2019 actuarial losses of $1.7 billion for qualified pension plans and $451 million for other post-employment plans were primarily driven by a decrease in the assumed discount rate from 2018.

A change to AbbVie's U.S. retiree health benefit plan was approved in 2020 and communicated to employees and retirees in October 2020. Beginning in 2022, Medicare-eligible retirees and Medicare-eligible dependents will choose health care coverage from insurance providers through a private Medicare exchange. AbbVie will continue to provide financial support to Medicare-eligible retirees. This change decreased AbbVie's post-employment benefit obligation and increased AbbVie's unrecognized prior service credit as of December 31, 2020 by $397 million.

In connection with the Allergan acquisition, AbbVie assumed certain post-employment benefit obligations which were recorded at fair value. Upon acquisition in the second quarter of 2020, the excess of projected benefit obligations over the plan assets was recognized as a liability totaling $156 million.

Amounts Recognized in Other Comprehensive Income (Loss)

The following table summarizes the pre-tax losses (gains) included in other comprehensive income (loss):


years ended December 31 (in millions)	2020		2019		2018
Defined benefit plans
Actuarial loss	$	701	$	1,231	$	209

Amortization of prior service cost	(2)		—		—
Amortization of actuarial loss	(227)		(109)		(140)
Foreign exchange loss (gain) and other	56		(6)		(13)
Total loss	$	528	$	1,116	$	56
Other post-employment plans
Actuarial loss (gain)	$	40	$	451	$	(287)
Prior service cost (credit)	(397)		—		—
Amortization of prior service credit	4		—		—
Amortization of actuarial loss	(26)		(1)		(1)
Total loss (gain)	$	(379)	$	450	$	(288)


79			\| 2020 Form 10-K

Net Periodic Benefit Cost


years ended December 31 (in millions)	2020		2019		2018
Defined benefit plans
Service cost	$	370	$	269	$	285
Interest cost	264		259		227
Expected return on plan assets	(575)		(474)		(439)
Amortization of prior service cost	2		—		—
Amortization of actuarial loss	227		109		140
Net periodic benefit cost	$	288	$	163	$	213
Other post-employment plans
Service cost	$	42	$	25	$	26
Interest cost	34		29		25
Amortization of prior service credit	(4)		—		—
Amortization of actuarial loss	26		1		1
Net periodic benefit cost	$	98	$	55	$	52

The components of net periodic benefit cost other than service cost are included in other expense, net in the consolidated statements of earnings.

Weighted-Average Assumptions Used in Determining Benefit Obligations at the Measurement Date


as of December 31	2020		2019
Defined benefit plans
Discount rate	2.4	%	3.0	%
Rate of compensation increases	4.6	%	4.6	%
Cash balance interest crediting rate	2.8	%	2.8	%
Other post-employment plans
Discount rate	2.8	%	3.6	%

The assumptions used in calculating the December 31, 2020 measurement date benefit obligations will be used in the calculation of net periodic benefit cost in 2021.

Weighted-Average Assumptions Used in Determining Net Periodic Benefit Cost


years ended December 31	2020		2019		2018
Defined benefit plans
Discount rate for determining service cost	3.1	%	4.0	%	3.4	%
Discount rate for determining interest cost	3.0	%	4.0	%	3.1	%
Expected long-term rate of return on plan assets	7.1	%	7.6	%	7.7	%
Expected rate of change in compensation	4.6	%	4.6	%	4.4	%
Cash balance interest crediting rate	2.8	%	2.8	%	2.8	%
Other post-employment plans
Discount rate for determining service cost	3.7	%	4.7	%	4.0	%
Discount rate for determining interest cost	3.2	%	4.3	%	3.7	%

For the December 31, 2020 post-retirement health care obligations remeasurement, the company assumed a 6.3% pre-65 (6.7% post-65) annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 4.5% in 2090 and remain at that level thereafter. For purposes of measuring the 2020 post-retirement health care costs, the company assumed a 6.4% pre-65 (7.0% post-65) annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 4.5% for 2050 and remain at that level thereafter.


						2020 Form 10-K \|			80

Defined Benefit Pension Plan Assets


			Basis of fair value measurement
as of December 31 (in millions)	2020		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Equities
U.S. large cap(a)	$	1,143	$	1,143	$	—	$	—
U.S. mid cap(b)	164		164		—		—
International(c)	524		524		—		—
Fixed income securities
U.S. government securities(d)	132		18		114		—
Corporate debt instruments(d)	854		178		676		—
Non-U.S. government securities(d)	544		397		147		—
Other(d)	297		294		3		—
Absolute return funds(e)	310		4		306		—
Real assets	10		10		—		—
Other(f)	252		250		2		—
Total	$	4,230	$	2,982	$	1,248	$	—
Total assets measured at NAV	5,472
Fair value of plan assets	$	9,702


			Basis of fair value measurement
as of December 31 (in millions)	2019		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Equities
U.S. large cap(a)	$	884	$	884	$	—	$	—
U.S. mid cap(b)	138		138		—		—
International(c)	349		349		—		—
Fixed income securities
U.S. government securities(d)	149		21		128		—
Corporate debt instruments(d)	372		112		260		—
Non-U.S. government securities(d)	202		84		118		—
Other(d)	320		318		2		—
Absolute return funds(e)	296		4		292		—
Real assets	9		9		—		—
Other(f)	132		132		—		—
Total	$	2,851	$	2,051	$	800	$	—
Total assets measured at NAV	4,265
Fair value of plan assets	$	7,116

(a)A mix of index funds and actively managed equity accounts that are benchmarked to various large cap indices.

(b)A mix of index funds and actively managed equity accounts that are benchmarked to various mid cap indices.

(c)A mix of index funds and actively managed equity accounts that are benchmarked to various non-U.S. equity indices in both developed and emerging markets.

(d)Securities held by actively managed accounts, index funds and mutual funds.


81			\| 2020 Form 10-K

(e)Primarily funds having global mandates with the flexibility to allocate capital broadly across a wide range of asset classes and strategies, including but not limited to equities, fixed income, commodities, financial futures, currencies and other securities, with objectives to outperform agreed upon benchmarks of specific return and volatility targets.

(f)Investments in cash and cash equivalents.

Equities and registered investment companies having quoted prices are valued at the published market prices. Fixed income securities that are valued using significant other observable inputs are quoted at prices obtained from independent financial service industry-recognized vendors. Investments held in pooled investment funds, common collective trusts or limited partnerships are valued at the net asset value (NAV) practical expedient to estimate fair value. The NAV is provided by the fund administrator and is based on the value of the underlying assets owned by the fund minus its liabilities.

The investment mix of equity securities, fixed income and other asset allocation strategies is based upon achieving a desired return, balancing higher return, more volatile equity securities and lower return, less volatile fixed income securities. Investment allocations are established for each plan and are generally made across a range of markets, industry sectors, capitalization sizes and in the case of fixed income securities, maturities and credit quality. The 2020 target investment allocation for the AbbVie Pension Plan was 50% in equity securities, 20% in fixed income securities and 30% in asset allocation strategies and other holdings. There are no known significant concentrations of risk in the plan assets of the AbbVie Pension Plan or of any other plans.

The expected return on plan assets assumption for each plan is based on management's expectations of long-term average rates of return to be achieved by the underlying investment portfolio. In establishing this assumption, management considers historical and expected returns for the asset classes in which the plans are invested, as well as current economic and capital market conditions.

Expected Benefit Payments

The following table summarizes total benefit payments expected to be paid to plan participants including payments funded from both plan and company assets:


years ending December 31 (in millions)	Defined benefit plans		Other post-employment plans
2021	$	284	$	23
2022	301		29
2023	319		31
2024	339		33
2025	362		36
2026 to 2030	2,169		217

Defined Contribution Plan

AbbVie's principal defined contribution plans are the AbbVie Savings Plan and the Allergan Savings Plan. AbbVie recorded expense of $191 million in 2020, $102 million in 2019 and $89 million in 2018 related to these plans. AbbVie provides certain other post-employment benefits, primarily salary continuation arrangements, to qualifying employees and accrues for the related cost over the service lives of the employees.

Note 13 Equity

Stock-Based Compensation

AbbVie grants stock-based awards to eligible employees pursuant to the AbbVie 2013 Incentive Stock Program (2013 ISP), which provides for several different forms of benefits, including nonqualified stock options, RSUs and various performance-based awards. Under the 2013 ISP, 100 million shares of AbbVie common stock were reserved for issuance as awards to AbbVie employees. The 2013 ISP also facilitated the assumption of certain awards granted under Abbott’s incentive stock program, which were adjusted and converted into Abbott and AbbVie stock-based awards as a result of AbbVie's separation from Abbott.

AbbVie measures compensation expense for stock-based awards based on the grant date fair value of the awards and the estimated number of awards that are expected to vest. Forfeitures are estimated based on historical experience at the time of grant and are revised in subsequent periods if actual forfeitures differ from those estimates. Compensation cost for


						2020 Form 10-K \|			82

stock-based awards is amortized over the service period, which could be shorter than the vesting period if an employee is retirement eligible. Retirement eligible employees generally are those who are age 55 or older and have at least 10 years of service.

Stock-based compensation expense is principally related to awards issued pursuant to the 2013 ISP and is summarized as follows:


years ended December 31 (in millions)	2020		2019		2018
Cost of products sold	$	47	$	29	$	27
Research and development	247		171		169
Selling, general and administrative	459		230		225
Pre-tax compensation expense	753		430		421
Tax benefit	131		80		73
After-tax compensation expense	$	622	$	350	$	348

Realized excess tax benefits associated with stock-based compensation totaled $34 million in 2020, $15 million in 2019 and $78 million in 2018.

Stock Options

Stock options awarded to employees typically have a contractual term of 10 years and generally vest in one-third increments over a three-year period. The exercise price is equal to at least 100% of the market value on the date of grant. The fair value is determined using the Black-Scholes model. The weighted-average grant-date fair values of stock options granted were $12.14 in 2020, $12.54 in 2019 and $21.63 in 2018.

In connection with the Allergan acquisition, during the second quarter of 2020, AbbVie issued 11.2 million stock options to holders of Allergan options as a result of the conversion of such options. These options were fair-valued using a lattice valuation model. Refer to Note 5 for additional information regarding the Allergan acquisition.

The following table summarizes AbbVie stock option activity in 2020:


(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, 2019	6,761	$	60.39	5.9	$	207
Granted	1,995	93.50
Granted in acquisition	11,152	70.48
Exercised	(4,129)	51.29
Lapsed	(88)	107.33
Outstanding at December 31, 2020	15,691	$	73.90	4.7	$	559
Exercisable at December 31, 2020	12,440	$	69.99	3.6	$	498

The total intrinsic value of options exercised was $186 million in 2020, $22 million in 2019 and $215 million in 2018. The total fair value of options vested during 2020 was $292 million. As of December 31, 2020, $13 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next two years.

RSUs and Performance Shares

RSUs awarded to employees other than senior executives and other key employees generally vest in ratable increments over a three or four-year period. Recipients of these RSUs are entitled to receive dividend equivalents as dividends are declared and paid during the RSU vesting period.

The majority of the equity awards AbbVie grants to its senior executives and other key employees are performance-based. Equity awards granted to senior executives and other key employees consist of a combination of performance-vested RSUs and performance shares as well as non-qualified stock options described above. The performance-vested RSUs have the potential to vest in one-third increments during a three-year performance period. For awards granted in 2020, performance is based on AbbVie's return on invested capital (ROIC) relative to a defined peer group of pharmaceutical, biotech and life science companies. For awards granted in 2018 and 2019, the tranches tied to 2020 performance are based on AbbVie’s return on equity (ROE) relative to a defined peer group of pharmaceutical, biotech and life sciences companies. The recipient may receive one share of AbbVie common stock for each vested award. The performance shares have the potential to vest


83			\| 2020 Form 10-K

over a three-year performance period and may be earned based on AbbVie’s EPS achievement and AbbVie’s total stockholder return (TSR) (a market condition) relative to a defined peer group of pharmaceutical, biotech and life sciences companies. Dividend equivalents on performance-vested RSUs and performance shares accrue during the performance period and are payable at vesting only to the extent that shares are earned.

The weighted-average grant-date fair value of RSUs and performance shares generally is determined based on the number of shares/units granted and the quoted price of AbbVie’s common stock on the date of grant. The weighted-average grant-date fair values of performance shares with a TSR market condition are determined using the Monte Carlo simulation model.

The following table summarizes AbbVie RSU and performance share activity for 2020:


(share units in thousands)	Share units	Weighted-average grant date fair value
Outstanding at December 31, 2019	10,232	$	81.72
Granted	5,524	92.35
Granted in acquisition	8,234	83.96
Vested	(6,667)	80.09
Forfeited	(1,405)	84.13
Outstanding at December 31, 2020	15,918	$	87.03

The fair market value of RSUs and performance shares (as applicable) vested was $618 million in 2020, $371 million in 2019 and $583 million in 2018.

In connection with the Allergan acquisition, during the second quarter of 2020, AbbVie issued 8.2 million RSUs to holders of Allergan equity awards based on a conversion factor described in the transaction agreement. Refer to Note 5 for additional information regarding the Allergan acquisition.

As of December 31, 2020, $579 million of unrecognized compensation cost related to RSUs and performance shares is expected to be recognized as expense over approximately the next two years.

Cash Dividends

Cash dividends declared per common share totaled $4.84 in 2020, $4.39 in 2019 and $3.95 in 2018. The following table summarizes quarterly cash dividends declared during 2020, 2019 and 2018:


2020			2019			2018
Date Declared	Payment Date	Dividend Per Share	Date Declared	Payment Date	Dividend Per Share	Date Declared	Payment Date	Dividend Per Share
10/30/20	02/16/21	$1.30	11/01/19	02/14/20	$1.18	11/02/18	02/15/19	$1.07
09/11/20	11/16/20	$1.18	09/06/19	11/15/19	$1.07	09/07/18	11/15/18	$0.96
06/17/20	08/14/20	$1.18	06/20/19	08/15/19	$1.07	06/14/18	08/15/18	$0.96
02/20/20	05/15/20	$1.18	02/21/19	05/15/19	$1.07	02/15/18	05/15/18	$0.96

Stock Repurchase Program

The company's stock repurchase authorization permits purchases of AbbVie shares from time to time in open-market or private transactions at management’s discretion. The program has no time limit and can be discontinued at any time. Shares repurchased under these programs are recorded at acquisition cost, including related expenses and are available for general corporate purposes.

AbbVie repurchased 8 million shares for $757 million in 2020 and 4 million shares for $300 million in 2019. AbbVie's remaining stock repurchase authorization was $3.2 billion as of December 31, 2020.

On February 15, 2018, AbbVie's board of directors authorized a new $10.0 billion stock repurchase program, which superseded AbbVie's previous stock repurchase program. On December 13, 2018, AbbVie's board of directors authorized a $5.0 billion increase to the existing $10.0 billion stock repurchase program. Under this authorization, AbbVie repurchased approximately 109 million shares for $10.7 billion in 2018.

Under previous stock repurchase programs, AbbVie made open-market share repurchases of approximately 11 million shares for $1.3 billion in 2018.


						2020 Form 10-K \|			84

Accumulated Other Comprehensive Loss

The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for 2020, 2019 and 2018:


(in millions) (brackets denote losses)	Foreign currency translation adjustments		Net investment hedging activities		Pension and post-employment benefits		Marketable security activities		Cash flow hedging activities		Total
Balance as of December 31, 2017	$	(439)	$	(203)	$	(1,919)	$	—	$	(166)	$	(2,727)
Other comprehensive income (loss) before reclassifications	(391)		138		84		(14)		156		(27)
Net losses reclassified from accumulated other comprehensive loss	—		—		113		4		157		274
Net current-period other comprehensive income (loss)	(391)		138		197		(10)		313		247
Balance as of December 31, 2018	(830)		(65)		(1,722)		(10)		147		(2,480)
Other comprehensive income (loss) before reclassifications	(98)		95		(1,330)		12		298		(1,023)
Net losses (gains) reclassified from accumulated other comprehensive loss	—		(21)		87		(2)		(157)		(93)
Net current-period other comprehensive income (loss)	(98)		74		(1,243)		10		141		(1,116)
Balance as of December 31, 2019	(928)		9		(2,965)		—		288		(3,596)
Other comprehensive income (loss) before reclassifications	1,511		(785)		(300)		—		(108)		318
Net losses (gains) reclassified from accumulated other comprehensive loss	—		(14)		198		—		(23)		161
Net current-period other comprehensive income (loss)	1,511		(799)		(102)		—		(131)		479
Balance as of December 31, 2020	$	583	$	(790)	$	(3,067)	$	—	$	157	$	(3,117)

Other comprehensive income (loss) included foreign currency translation adjustments totaling gains of $1.5 billion in 2020 which were principally due to the impact of the strengthening of the Euro on the translation of the company’s Euro-denominated assets. Other comprehensive income (loss) included foreign currency translation adjustments totaling losses of $98 million in 2019 and $391 million in 2018 which were principally due to the impact of the weakening of the Euro on the translation of the company’s Euro-denominated assets.

Other comprehensive loss for 2019 included pension and post-employment benefit plan losses of $1.2 billion primarily due to an actuarial loss driven by lower discount rates. See Note 12 for additional information.


85			\| 2020 Form 10-K

The table below presents the impact on AbbVie's consolidated statements of earnings for significant amounts reclassified out of each component of accumulated other comprehensive loss:


years ended December 31 (in millions) (brackets denote gains)	2020		2019		2018
Net investment hedging activities
Gains on derivative amount excluded from effectiveness testing(a)	$	(18)	$	(27)	$	—
Tax expense	4		6		—
Total reclassifications, net of tax	$	(14)	$	(21)	$	—
Pension and post-employment benefits
Amortization of actuarial losses and other(b)	$	251	$	110	$	141
Tax benefit	(53)		(23)		(28)
Total reclassifications, net of tax	$	198	$	87	$	113
Cash flow hedging activities
Losses (gains) on foreign currency forward exchange contracts(c)	$	(23)	$	(167)	$	161
Gains on treasury rate lock agreements(a)	(24)		(3)		—
Losses (gains) on interest rate swap contracts(a)	17		(1)		—
Tax expense (benefit)	7		14		(4)
Total reclassifications, net of tax	$	(23)	$	(157)	$	157

(a)Amounts are included in interest expense, net (see Note 11).

(b)Amounts are included in the computation of net periodic benefit cost (see Note 12).

(c)Amounts are included in cost of products sold (see Note 11).

Other

In addition to common stock, AbbVie's authorized capital includes 200 million shares of preferred stock, par value $0.01. As of December 31, 2020, no shares of preferred stock were issued or outstanding.

Note 14 Income Taxes

Earnings Before Income Tax Expense


years ended December 31 (in millions)	2020		2019		2018
Domestic	$	(4,467)	$	(2,784)	$	(4,274)
Foreign	7,865		11,210		9,471
Total earnings before income tax expense	$	3,398	$	8,426	$	5,197

Income Tax Expense


years ended December 31 (in millions)	2020		2019		2018
Current
Domestic	$	907	$	102	$	593
Foreign	194		320		434
Total current taxes	$	1,101	$	422	$	1,027
Deferred
Domestic	$	(58)	$	(137)	$	(1,497)
Foreign	(2,267)		259		(20)
Total deferred taxes	$	(2,325)	$	122	$	(1,517)
Total income tax expense (benefit)	$	(1,224)	$	544	$	(490)


						2020 Form 10-K \|			86

Effective Tax Rate Reconciliation


years ended December 31	2020		2019		2018
Statutory tax rate	21.0	%	21.0	%	21.0	%
Effect of foreign operations	2.4		(8.4)		(28.7)
U.S. tax credits	(10.6)		(3.3)		(7.3)
Impacts related to U.S. tax reform	(1.1)		(1.6)		8.2
Non-deductible expenses	7.2		1.0		1.2
Tax law changes and related restructuring	(48.5)		3.1		—
Stock-based compensation excess tax benefit	(0.9)		(0.2)		(1.5)
Tax audit settlements	(5.1)		(4.7)		(2.5)

All other, net	(0.4)		(0.4)		0.2
Effective tax rate	(36.0)	%	6.5	%	(9.4)	%

The effective income tax rate fluctuates year to year due to the allocation of the company's taxable earnings among jurisdictions, as well as certain discrete factors and events in each year, including changes in tax law, acquisitions and collaborations. The effective income tax rates in 2020, 2019 and 2018 differed from the statutory tax rate principally due to the impact of foreign operations which reflects the impact of lower income tax rates in locations outside the United States, tax incentives in Puerto Rico and other foreign tax jurisdictions, business development activities, changes in enacted tax rates and laws and related restructuring, the cost of repatriation decisions, tax audit settlements and Boehringer Ingelheim accretion on contingent consideration. The 2020 effective income tax rate included the recognition of a net tax benefit of $1.7 billion related to changes in tax laws and related restructuring, including certain intra-group transfers of intellectual property and deferred tax remeasurement. The effective tax rates for these periods also reflected the benefit from U.S. tax credits principally related to research and development credits, the orphan drug tax credit and Puerto Rico excise tax credits. The Puerto Rico excise tax credits relate to legislation enacted by Puerto Rico that assesses an excise tax on certain products manufactured in Puerto Rico. The tax is levied on gross inventory purchases from entities in Puerto Rico and is included in cost of products sold in the consolidated statements of earnings. The majority of the tax is creditable for U.S. income tax purposes.

The effective income tax rate in 2020, 2019 and 2018 included impacts related to U.S. tax reform. The Tax Cuts and Jobs Act (the Act) was signed into law in December 2017, resulting in significant changes to the U.S. corporate tax system, including a one-time transition tax on a mandatory deemed repatriation of earnings of certain foreign subsidiaries that were previously untaxed. The Act also created a minimum tax on certain foreign sourced earnings. The company’s accounting policy for the minimum tax on foreign sourced earnings is to report the tax effects on the basis that the minimum tax will be recognized in tax expense in the year it is incurred as a period expense. In 2018, there was a favorable impact of the effective date of provisions of the Act related to the earnings from certain foreign subsidiaries. For 2019, the impact of the Act affected the full year earnings of these subsidiaries, resulting in additional tax expense compared to the previous year. The effective income tax rates for 2019 and 2018 also included the effects of Stemcentrx impairment related expenses.


87			\| 2020 Form 10-K

Deferred Tax Assets and Liabilities


as of December 31 (in millions)	2020		2019
Deferred tax assets
Compensation and employee benefits	$	1,109	$	810
Accruals and reserves	438		371
Chargebacks and rebates	555		477
Advance payments	324		615
Net operating losses and other credit carryforwards	2,765		838
Other	1,371		406
Total deferred tax assets	6,562		3,517
Valuation allowances	(1,203)		(731)
Total net deferred tax assets	5,359		2,786
Deferred tax liabilities
Excess of book basis over tax basis of intangible assets	(5,274)		(2,712)
Excess of book basis over tax basis in investments	(335)		(249)
Other	(982)		(440)
Total deferred tax liabilities	(6,591)		(3,401)
Net deferred tax liabilities	$	(1,232)	$	(615)

The increases in deferred tax liabilities are primarily due to the acquisition of Allergan in which the company recorded the excess of book basis over tax basis of intangible assets. The increases in deferred tax assets are primarily due to deferred tax asset recognition related to the intra-group transfer of intellectual property.

As of December 31, 2020, the company had U.S. federal and state credit carryforwards of $293 million as well as U.S. federal, state and non-U.S. net operating loss carryforwards of $4.3 billion, which will expire at various times through 2040. The remaining U.S. federal and non-U.S. loss carryforwards of $5.8 billion have no expiration.

The company had valuation allowances of $1.2 billion as of December 31, 2020 and $731 million as of December 31, 2019. These were principally related to foreign and state net operating losses and credit carryforwards that are not expected to be realized.

The Act significantly changed the timing and manner in which earnings of foreign subsidiaries are subject to U.S. tax. Therefore, unremitted foreign earnings previously considered indefinitely reinvested that were subject to the Act’s transition tax are no longer considered indefinitely reinvested. Post-2017 earnings subject to the U.S. minimum tax on foreign sourced earnings or eligible for the 100 percent foreign dividends received deduction are also not considered indefinitely reinvested earnings. However, the company generally considers instances of outside basis differences in foreign subsidiaries that would incur additional U.S. tax upon reversal (e.g., capital gain distribution) to be permanent in duration. The unrecognized tax liability is not practicable to determine.

Unrecognized Tax Benefits


years ended December 31 (in millions)	2020		2019		2018
Beginning balance	$	2,661	$	2,852	$	2,701
Increase due to acquisition	2,674		—		—
Increase due to current year tax positions	91		113		163
Increase due to prior year tax positions	59		499		110
Decrease due to prior year tax positions	(7)		(21)		(36)
Settlements	(141)		(749)		(79)
Lapse of statutes of limitations	(73)		(33)		(7)
Ending balance	$	5,264	$	2,661	$	2,852

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. AbbVie will


						2020 Form 10-K \|			88

be responsible for unrecognized tax benefits and related interest and penalties for periods after separation or in instances where an existing entity was transferred to AbbVie upon separation.

If recognized, the net amount of potential tax benefits that would impact the company's effective tax rate is $5.0 billion in 2020 and $2.4 billion in 2019. Of the unrecognized tax benefits recorded in the table above as of December 31, 2020, AbbVie would be indemnified for approximately $81 million. The "Increase due to current year tax positions" and "Increase due to prior year tax positions" in the table above include amounts related to federal, state and international tax items. "Increase due to acquisition" in the table above includes amounts related to federal, state and international tax items recorded in acquisition accounting related to the Allergan acquisition.

AbbVie recognizes interest and penalties related to income tax matters in income tax expense in the consolidated statements of earnings. AbbVie recognized gross income tax expense of $142 million in 2020, $51 million in 2019 and $73 million in 2018, for interest and penalties related to income tax matters. AbbVie had an accrual for the payment of gross interest and penalties of $642 million at December 31, 2020, $191 million at December 31, 2019 and $190 million at December 31, 2018.

The company is routinely audited by the tax authorities in significant jurisdictions and a number of audits are currently underway. It is reasonably possible during the next 12 months that uncertain tax positions may be settled, which could result in a decrease in the gross amount of unrecognized tax benefits. Due to the potential for resolution of federal, state and foreign examinations and the expiration of various statutes of limitation, the company's gross unrecognized tax benefits balance may change within the next 12 months up to $68 million. All significant federal, state, local and international matters have been concluded for years through 2008. The company believes adequate provision has been made for all income tax uncertainties.

Note 15 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. The most significant matters are described below. 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 was approximately $60 million as of December 31, 2020 and approximately $290 million as of December 31, 2019. 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. In addition, other operating income in 2019 included $550 million of income from a legal settlement related to an intellectual property dispute with a third party. 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 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.

Antitrust Litigation

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. The lawsuits pending in federal court consist of four individual plaintiff lawsuits and two consolidated purported class actions: one brought by Niaspan direct purchasers and one brought by Niaspan end-payers. The cases are pending in the United States District Court for the Eastern District of Pennsylvania for coordinated or consolidated pre-trial proceedings under the MDL Rules as In re: Niaspan Antitrust Litigation, MDL No. 2460. In August 2019, the court certified a class of direct purchasers of Niaspan. In June 2020, the court denied the end-payers' motion to certify a class. In October 2016, the Orange County, California District Attorney’s Office filed a lawsuit on behalf of the State of California regarding the Niaspan patent litigation settlement in Orange County Superior Court, asserting a claim under the unfair competition provision of the California Business and Professions Code seeking injunctive relief, restitution, civil penalties and attorneys’ fees.


89			\| 2020 Form 10-K

In September 2014, the Federal Trade Commission (FTC) filed a lawsuit, FTC v. AbbVie Inc., et al., against AbbVie and others in the United States District Court for the Eastern District of Pennsylvania, alleging that 2011 patent litigation with two generic companies regarding AndroGel was sham litigation and the settlements of that litigation violated federal antitrust law. In May 2015, the court dismissed the FTC’s settlement-related claim. In June 2018, following a bench trial, the court found for the FTC on its sham litigation claim and ordered a disgorgement remedy of $448 million, plus prejudgment interest. The court denied the FTC’s request for injunctive relief. In September 2020, the United States Court of Appeals for the Third Circuit reversed the district court’s finding of sham litigation with respect to one generic company and affirmed with respect to the other but held the FTC lacked authority to obtain a disgorgement remedy and vacated the district court’s award. The Third Circuit also affirmed the district court’s denial of the FTC’s injunction request and reinstated the FTC’s settlement-related claim for further proceedings in the district court.

In August 2019, direct purchasers of AndroGel filed a lawsuit, King Drug Co. of Florence, Inc., et al. v. AbbVie Inc., et al., against AbbVie and others in the United States District Court for the Eastern District of Pennsylvania, alleging that 2006 patent litigation settlements and related agreements by Solvay Pharmaceuticals, Inc. (a company Abbott acquired in February 2010 and now known as AbbVie Products LLC) with three generic companies violated federal antitrust law, and also making allegations similar to those in FTC v. AbbVie Inc. (above). In May 2020, Perrigo Company and related entities filed a lawsuit against AbbVie and others in the United States District Court for the Eastern District of Pennsylvania, making sham litigation allegations similar to those in FTC v. AbbVie Inc. (above). In October 2020, the Perrigo lawsuit was transferred to the United States District Court for New Jersey.

Between March and May 2019, 12 putative class action lawsuits were filed in the United States District Court for the Northern District of Illinois by indirect Humira purchasers, alleging that AbbVie’s settlements with biosimilar manufacturers and AbbVie’s Humira patent portfolio violated state and federal antitrust laws. The court consolidated these lawsuits as In re: Humira (Adalimumab) Antitrust Litigation. In June 2020, the court dismissed the consolidated litigation with prejudice. The plaintiffs have appealed the dismissal.

Lawsuits are pending against Forest Laboratories, LLC and others generally alleging that 2009 and 2010 patent litigation settlements involving Namenda entered into between Forest and generic companies and other conduct by Forest involving Namenda, violated state antitrust, unfair and deceptive trade practices, and unjust enrichment laws. Plaintiffs generally seek monetary damages, injunctive relief and attorneys’ fees. The lawsuits, purported class actions filed by indirect purchasers of Namenda, are consolidated as In re: Namenda Indirect Purchaser Antitrust Litigation in the United States District Court for the Southern District of New York.

Lawsuits are pending against Allergan Inc. generally alleging that Allergan’s petitioning to the U.S. Patent Office and Food and Drug Administration and other conduct by Allergan involving Restasis violated federal and state antitrust laws and state unfair and deceptive trade practices and unjust enrichment laws. Plaintiffs generally seek monetary damages, injunctive relief and attorneys’ fees. The lawsuits, certified as a class action filed on behalf of indirect purchasers of Restasis, are consolidated for pre-trial purposes in the United States District Court for the Eastern District of New York under the MDL Rules as In re: Restasis (Cyclosporine Ophthalmic Emulsion) Antitrust Litigation, MDL No. 2819.

Lawsuits are pending against Forest Laboratories, LLC and others generally alleging that 2012 and 2013 patent litigation settlements involving Bystolic with six generic manufacturers violated federal and state antitrust laws and state unfair and deceptive trade practices and unjust enrichment laws. Plaintiffs generally seek monetary damages, injunctive relief, and attorneys’ fees. The lawsuits, purported class actions filed on behalf of direct and indirect purchasers of Bystolic, are consolidated as In re: Bystolic Antitrust Litigation in the United States District Court for the Southern District of New York.

Government Proceedings

Lawsuits are pending against Allergan and several other manufacturers generally alleging that they improperly promoted and sold prescription opioid products. Approximately 3,100 matters are pending against Allergan. The federal court cases are consolidated for pre-trial purposes in the United States District Court for the Northern District of Ohio under the MDL rules as In re: National Prescription Opiate Litigation, MDL No. 2804. Approximately 300 of the claims are pending in various state courts. The plaintiffs in these cases, which include states, counties, cities, and Native American tribes, generally seek compensatory damages.

In July 2019, the New Mexico Attorney General filed a lawsuit, State of New Mexico ex rel. Balderas v. AbbVie Inc., et al., in New Mexico District Court for Santa Fe County against AbbVie and other companies alleging their marketing of AndroGel violated New Mexico’s Unfair Practices Act. In October 2020, the state added a claim under the New Mexico False Advertising Act.


						2020 Form 10-K \|			90

Shareholder and Securities Litigation

In June 2016, a lawsuit, Elliott Associates, L.P., et al. v. AbbVie Inc., was filed by five investment funds against AbbVie in the Cook County, Illinois Circuit Court alleging that AbbVie made misrepresentations and omissions in connection with its proposed transaction with Shire. Similar lawsuits were filed between July 2017 and October 2019 against AbbVie and in some instances its chief executive officer in the same court by additional investment funds. The court granted motions dismissing the claims of three investment-fund plaintiffs, which they are appealing. One of these plaintiffs refiled its lawsuit in New York state court in June 2020 while the appeal of its dismissal in Illinois is pending. In November 2020, the New York Supreme Court for the County of New York dismissed that lawsuit. Plaintiffs seek compensatory and punitive damages.

In October 2018, a federal securities lawsuit, Holwill v. AbbVie Inc., et al., was filed in the United States District Court for the Northern District of Illinois) against AbbVie, its chief executive officer and former chief financial officer, alleging that reasons stated for Humira sales growth in financial filings between 2013 and 2017 were misleading because they omitted alleged misconduct in connection with Humira patient and reimbursement support services and other services and items of value that allegedly induced Humira prescriptions.

In February 2020, a shareholder derivative lawsuit, Elfers v. Gonzalez, et al., was filed in the United States District Court for the District of Delaware alleging that certain AbbVie directors and officers breached their fiduciary duties regarding alleged misconduct in connection with Humira patient and reimbursement support services and other services and items of value and in connection with the announcements of results of AbbVie’s 2018 Dutch auction tender offer. In December 2020, the court dismissed the lawsuit.

Lawsuits are pending against Allergan and certain of its current and former officers alleging they made misrepresentations and omissions regarding Allergan's textured breast implants. The lawsuits, which were filed by Allergan shareholders, have been consolidated in the United States District Court for the Southern District of New York as In re: Allergan plc Securities Litigation. The plaintiffs generally seek compensatory damages and attorneys’ fees. In September 2019, the court partially granted Allergan's motion to dismiss. In September 2020, the court denied plaintiffs’ class certification motion because it found the lead plaintiff to be an inadequate representative of the proposed class but allowed another putative class member to propose itself as a new lead plaintiff. In December 2020, the court appointed a new lead plaintiff.

Lawsuits are pending against Allergan and certain of its current and former officers alleging they made misrepresentations and omissions regarding Allergan’s former Actavis generics unit and its alleged anticompetitive conduct with other generic drug companies. The lawsuits were filed by Allergan shareholders and consist of three purported class actions and one individual action that have been consolidated in the U.S. District Court for the District of New Jersey as In re: Allergan Generic Drug Pricing Securities Litigation. Another individual action in New Jersey state court was dismissed in September 2020. The plaintiffs seek monetary damages and attorneys’ fees.

Product Liability and General Litigation

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. Approximately 92 cases are pending in the United States District Court for the Southern District of Illinois along with one other pending in state court. Plaintiffs generally seek compensatory and punitive damages. Approximately ninety-eight percent of these pending cases, plus other unfiled claims, are subject to confidential settlement agreements or agreements-in-principle and are expected to be dismissed with prejudice.

In 2018, a qui tam lawsuit, U.S. ex rel. Silbersher v. Allergan Inc., et al., was filed in the United States District Court for the Northern District of California against several Allergan entities and others, alleging that their conduct before the U.S. Patent Office resulted in false claims for payment being made to federal and state healthcare payors for Namenda XR and Namzaric. The plaintiff-relator seeks damages and attorneys' fees under the federal False Claims Act and state law analogues. The federal government and state governments declined to intervene in the lawsuit.

Intellectual Property Litigation

Pharmacyclics LLC, a wholly owned subsidiary of AbbVie, is seeking to enforce its patent rights relating to ibrutinib capsules (a drug Pharmacyclics sells under the trademark Imbruvica). In February 2018 a lawsuit was filed in the United States District Court for the District of Delaware against Sandoz Inc. and Lek Pharmaceuticals D.D. In the case, Pharmacyclics alleges the defendants' proposed generic ibrutinib product infringes certain Pharmacyclics patents and seeks declaratory and injunctive relief. Janssen Biotech, Inc. which is in a global collaboration with Pharmacyclics concerning the development and marketing of Imbruvica, is the co-plaintiff in this suit.

Pharmacyclics LLC, a wholly owned subsidiary of AbbVie, is seeking to enforce its patent rights relating to ibrutinib tablets (a drug Pharmacyclics sells under the trademark Imbruvica). Cases were filed in the United States District Court for the


91			\| 2020 Form 10-K

District of Delaware in March 2019 and March 2020 against Alvogen Pine Brook LLC and Natco Pharma Ltd., and in April 2020 against Zydus Worldwide DMCC and Cadila Healthcare Limited. In each case, Pharmacyclics alleges defendants’ proposed generic ibrutinib tablet product infringes certain Pharmacyclics patents and seeks declaratory and injunctive relief. Janssen Biotech, Inc. which is in a global collaboration with Pharmacyclics concerning the development and marketing of Imbruvica, is the co-plaintiff in these suits.

Allergan USA, Inc., Allergan Sales, LLC, and Forest Laboratories Holdings Limited, wholly owned subsidiaries of AbbVie, are seeking to enforce patent rights relating to cariprazine (a drug sold under the trademark Vraylar). Litigation was filed in the United States District Court for the District of Delaware in December 2019 against Sun Pharmaceutical Industries Limited and Sun Pharma Global FZE; Aurobindo Pharma Limited and Aurobindo Pharma USA, Inc.; and Zydus Pharmaceuticals (USA), Inc. and Cadila Healthcare Limited. Allergan alleges defendants' proposed generic cariprazine products infringe certain patents and seeks declaratory and injunctive relief. Gedeon Richter Plc, Inc. which is in a global collaboration with Allergan concerning the development and marketing of Vraylar, is the co-plaintiff in this suit.

In January 2019, Allergan, Inc. and Allergan plc (now Allergan Limited) and Medytox Inc. (collectively, "Complainants") filed a complaint with the United States International Trade Commission (ITC) against Daewoong Pharmaceuticals Co., Ltd., Daewoong Co., Ltd., and Evolus Inc. (collectively, "Respondents") requesting the ITC commence an investigation regarding the importation into the United States of Respondents' botulinum neurotoxin products, including Jeuveau, which Complainants assert were developed using Medytox's trade secrets. Complainants seek permanent exclusion and cease and desist orders covering Respondents' products, including Jeuveau. In July 2020, the administrative law judge issued an initial ruling in favor of Allergan and Medytox. In December 2020, the full Commission affirmed, in part, and reversed, in part, the initial ruling.

In August 2020, BTL Industries, Inc. (BTL) filed an ITC action against Allergan USA, Inc., Allergan Limited, Allergan, Inc., Zeltiq Aesthetics, Inc., Zeltiq Ireland Unlimited Company, and Zimmer Medizinsysteme GmbH, for patent infringement alleging that the CoolTone and CoolSculpting devices infringe its patents and seeking an exclusion order preventing importation of the devices and any components used to make or use the devices.


						2020 Form 10-K \|			92

Note 16 Segment and Geographic Area Information

AbbVie operates as a single global business segment dedicated to the research and development, manufacturing, commercialization and sale of innovative medicines and therapies. This operating structure enables the Chief Executive Officer, as chief operating decision maker (CODM), to allocate resources and assess business performance on a global basis in order to achieve established long-term strategic goals. Consistent with this structure, a global research and development and supply chain organization is responsible for the discovery, manufacturing and supply of products. Commercial efforts that coordinate the marketing, sales and distribution of these products are organized by geographic region or therapeutic area. All of these activities are supported by a global corporate administrative staff. The determination of a single business segment is consistent with the consolidated financial information regularly reviewed by the CODM for purposes of assessing performance, allocating resources and planning and forecasting future periods.

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 tables detail AbbVie's worldwide net revenues:


years ended December 31 (in millions)		2020		2019		2018
Immunology
Humira	United States	$	16,112	$	14,864	$	13,685
	International	3,720		4,305		6,251
	Total	$	19,832	$	19,169	$	19,936
Skyrizi	United States	$	1,385	$	311	$	—
	International	205		44		—
	Total	$	1,590	$	355	$	—
Rinvoq	United States	$	653	$	47	$	—
	International	78		—		—
	Total	$	731	$	47	$	—
Hematologic Oncology
Imbruvica	United States	$	4,305	$	3,830	$	2,968
	Collaboration revenues	1,009		844		622
	Total	$	5,314	$	4,674	$	3,590
Venclexta	United States	$	804	$	521	$	247
	International	533		271		97
	Total	$	1,337	$	792	$	344
Aesthetics
Botox Cosmetic (a)	United States	$	687	$	—	$	—
	International	425		—		—
	Total	$	1,112	$	—	$	—
Juvederm Collection (a)	United States	$	318	$	—	$	—
	International	400		—		—
	Total	$	718	$	—	$	—
Other Aesthetics (a)	United States	$	666	$	—	$	—
	International	94		—		—
	Total	$	760	$	—	$	—
Neuroscience
Botox Therapeutic (a)	United States	$	1,155	$	—	$	—
	International	232		—		—
	Total	$	1,387	$	—	$	—
Vraylar (a)	United States	$	951	$	—	$	—


Duodopa	United States	$	103	$	97	$	80
	International	391		364		350
	Total	$	494	$	461	$	430
Ubrelvy (a)	United States	$	125	$	—	$	—


Other Neuroscience (a)	United States	$	528	$	—	$	—
	International	11		—		—
	Total	$	539	$	—	$	—


93			\| 2020 Form 10-K


years ended December 31 (in millions)		2020		2019		2018
Eye Care
Lumigan/Ganfort (a)	United States	$	165	$	—	$	—
	International	213		—		—
	Total	$	378	$	—	$	—
Alphagan/Combigan (a)	United States	$	223	$	—	$	—
	International	103		—		—
	Total	$	326	$	—	$	—
Restasis (a)	United States	$	755	$	—	$	—
	International	32		—		—
	Total	$	787	$	—	$	—
Other Eye Care (a)	United States	$	305	$	—	$	—
	International	388		—		—
	Total	$	693	$	—	$	—
Women's Health
Lo Loestrin (a)	United States	$	346	$	—	$	—
	International	10		—		—
	Total	$	356	$	—	$	—
Orilissa/Oriahnn	United States	$	121	$	91	$	11
	International	4		2		—
	Total	$	125	$	93	$	11
Other Women's Health (a)	United States	$	181	$	—	$	—
	International	11		—		—
	Total	$	192	$	—	$	—
Other Key Products
Mavyret	United States	$	785	$	1,473	$	1,614
	International	1,045		1,420		1,824
	Total	$	1,830	$	2,893	$	3,438
Creon	United States	$	1,114	$	1,041	$	928
Lupron	United States	$	600	$	720	$	726
	International	152		167		166
	Total	$	752	$	887	$	892
Linzess/Constella (a)	United States	$	649	$	—	$	—
	International	18		—		—
	Total	$	667	$	—	$	—
Synthroid	United States	$	771	$	786	$	776
All other		$	2,923	$	2,068	$	2,408
Total net revenues		$	45,804	$	33,266	$	32,753

(a)Net revenues include Allergan product revenues from the date of the acquisition, May 8, 2020, through December 31, 2020.


						2020 Form 10-K \|			94

Net revenues to external customers by geographic area, based on product shipment destination, were as follows:


years ended December 31 (in millions)	2020		2019		2018
United States	$	34,879	$	23,907	$	21,524
Japan	1,198		1,211		1,591
Canada	1,159		813		730
Germany	1,049		909		1,292
France	797		695		783
Australia	527		395		350
United Kingdom	509		372		855
China	471		195		152
Spain	453		472		611
Brazil	406		359		350
Italy	379		372		652
All other countries	3,977		3,566		3,863
Total net revenues	$	45,804	$	33,266	$	32,753

Long-lived assets, primarily net property and equipment, by geographic area were as follows:


as of December 31 (in millions)	2020		2019
United States and Puerto Rico	$	3,354	$	2,026
Europe	1,534		646
All other	360		290
Total long-lived assets	$	5,248	$	2,962

Note 17 Fourth Quarter Financial Results (unaudited)


quarter ended December 31 (in millions except per share data)	2020






















Net revenues	$	13,858
Gross margin	9,174
Net earnings attributable to AbbVie Inc.(a)	36
Basic earnings per share attributable to AbbVie Inc.	$	0.01
Diluted earnings per share attributable to AbbVie Inc.	$	0.01
Cash dividends declared per common share	$	1.30

(a)Fourth quarter results in 2020 included after-tax charges of $4.7 billion related to the change in fair value of contingent consideration liabilities partially offset by an after-tax benefit of $1.5 billion due to impacts related to tax law changes.


95			\| 2020 Form 10-K

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of AbbVie Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of AbbVie Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 19, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


						2020 Form 10-K \|			96


						Sales rebate accruals for Medicaid, Medicare and managed care programs
Description of the Matter						As discussed in Note 2 to the consolidated financial statements under the caption “Revenue Recognition,” the Company established provisions for sales rebates in the same period the related product is sold. At December 31, 2020, the Company had $7,188 million in sales rebate accruals, a large portion of which were for rebates provided to pharmacy benefit managers, state government Medicaid programs, insurance companies that administer Medicare drug plans and private entities for Medicaid, Medicare and managed care programs. In order to establish these sales rebate accruals, the Company estimated its rebates based upon the identification of the products subject to a rebate, the applicable price and rebate terms and the estimated lag time between the sale and payment of the rebate. Auditing the Medicaid, Medicare and managed care sales rebate accruals was complex and required significant auditor judgment because the accruals consider multiple subjective and complex estimates and assumptions. These estimates and assumptions included the estimated inventory in the distribution channel, which impacts the lag time between the sale to the customer and payment of the rebate, and the final payer related to product sales, which impacts the applicable price and rebate terms. In deriving these estimates and assumptions, the Company used both internal and external sources of information to estimate product in the distribution channels, payer mix, prescription volumes and historical experience. Management supplemented its historical data analysis with qualitative adjustments based upon changes in rebate trends, rebate programs and contract terms, legislative changes, or other significant events which indicate a change in the reserve is appropriate.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s sales rebate accruals for Medicaid, Medicare and managed care programs. This included testing controls over management’s review of the significant assumptions and other inputs used in the estimation of Medicaid, Medicare and managed care rebates, among others, including the significant assumptions discussed above. The testing was inclusive of management’s controls to evaluate the accuracy of its reserve judgments to actual rebates paid, rebate validation and processing, and controls to ensure that the data used to evaluate and support the significant assumptions was complete, accurate and, where applicable, verified to external data sources. To test the sales rebate accruals for Medicaid, Medicare, and managed care programs, our audit procedures included, among others, understanding and evaluating the significant assumptions and underlying data used in management’s calculations. Our testing of significant assumptions included corroboration to external data sources. We evaluated the reasonableness of assumptions considering industry and economic trends, product profiles, and other regulatory factors. We assessed the historical accuracy of management’s estimates by comparing actual activity to previous estimates and performed analytical procedures, based on internal and external data sources, to evaluate the completeness of the reserves. For Medicaid, we involved a specialist with an understanding of statutory reimbursement requirements to assess the consistency of the Company’s calculation methodologies with applicable government regulations and policy.
						Valuation of contingent consideration
Description of the Matter						As discussed in Note 2 to the consolidated financial statements under the caption “Business Combinations” and in Note 11 under the caption “Financial Instruments and Fair Value Measures,” the Company recognized contingent consideration liabilities at the estimated fair value on the acquisition date in connection with applying the acquisition method of accounting for business combinations. Subsequent changes to the fair value of the contingent consideration liabilities were recorded within the consolidated statement of earnings in the period of change. At December 31, 2020, the Company had $12,997 million in contingent consideration liabilities, which represented a ‘Level 3’ fair value measurement in the fair value hierarchy due to the significant unobservable inputs used in determining the fair value and the use of management judgment about the assumptions market participants would use in pricing the liabilities. Auditing the valuation of contingent consideration liabilities was complex and required significant auditor judgment due to the use of a Monte Carlo simulation model and the high degree of subjectivity in evaluating certain assumptions required to estimate the fair value of contingent royalty payments. In particular, the fair value measurement was sensitive to the significant assumptions underlying the estimated amount of future sales of the acquired products. Management utilized its expertise within the industry, including commercial dynamics, trends and utilization, as well as knowledge of clinical development and regulatory approval processes to determine certain of these assumptions.


97			\| 2020 Form 10-K


How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s contingent consideration liabilities process including, among others, management’s process to establish the significant assumptions and measure the liability. This included testing controls over management’s review of the significant assumptions and other inputs used in the determination of fair value. The testing was inclusive of key management review controls to monitor and evaluate clinical development of the acquired products and estimated future sales, and controls to ensure that the data used to evaluate and support the significant assumptions was complete, accurate and, where applicable, verified to external data sources. To test the estimated fair value of contingent consideration liabilities, our audit procedures included, among others, inspecting the terms of the executed agreement, assessing the Monte Carlo simulation model used and testing the key contractual inputs and significant assumptions discussed above. We evaluated the assumptions and judgments considering observable industry and economic trends and standards, external data sources and regulatory factors. Estimated amounts of future sales were evaluated for reasonableness in relation to internal and external analyses, clinical development progress and timelines, probability of success benchmarks, and regulatory notices. Our procedures included evaluating the data sources used by management in determining its assumptions and, where necessary, included an evaluation of available information that either corroborated or contradicted management’s conclusions. We involved a valuation specialist to assess the Company’s Monte Carlo simulation model and to perform corroborative fair value calculations.
						Accounting for Allergan plc acquisition – Valuation of intangible assets
Description of the Matter						As discussed in Note 5 to the consolidated financial statements under the caption “Licensing, Acquisitions and Other Arrangements”, the Company completed the acquisition of Allergan plc (“Allergan”) on May 8, 2020 for approximately $64,084 million. The Company measured the assets acquired and liabilities assumed at fair value, which resulted in the recognition of $69,080 million of intangible assets, comprised of $67,330 million of developed product rights and $1,750 million of in-process research and development (“IPR&D”). Auditing the valuation of intangible assets was complex and required significant auditor judgment due to the high degree of subjectivity in evaluating certain assumptions required to estimate the fair value of the identified intangible assets. In particular, the fair value measurement was sensitive to management’s forecasts of net revenues, including growth rates used to estimate future net cash flows for acquired aesthetics and recently launched products.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for acquisitions including, among others, management’s process to establish the significant assumptions used in determining the fair values of intangible assets. This included testing controls over management’s review of the significant assumptions and other inputs used in the determination of estimated future net revenues, the determination of future net cash flows, estimated growth rates, and review of the valuation model. To test the estimated fair value of intangible assets, our audit procedures included, among others, inspecting the terms of the executed agreement, evaluating the valuation methods used, and testing the significant assumptions discussed above. We evaluated the assumptions and judgments considering observable industry and economic trends and standards, external data sources, and historical product trends, including those of comparable products, to the extent applicable. Estimated future net revenues were evaluated for reasonableness against internal and external analyses, including analyst expectations, industry trends, and market trends. Our procedures included evaluating the data sources used by management in determining its assumptions and, where necessary, included an evaluation of available information that either corroborated or contradicted management’s conclusions. We involved a valuation specialist to assess the valuation model and to perform corroborative fair value calculations.


						2020 Form 10-K \|			98


						Accounting for Allergan plc acquisition – Unrecognized tax benefits
Description of the Matter						As discussed in Note 14 under the caption “Income Taxes,” as part of the acquisition of Allergan plc, the Company recorded $2,674 million of unrecognized tax benefits resulting from uncertain tax positions. The Company applied judgment in evaluating the completeness of unrecognized tax benefits assumed as of the acquisition date. Some of the more significant judgments inherent in the Company’s evaluation of assumed uncertain tax positions included whether a tax position’s technical merits were more-likely-than-not to be sustained, including consideration of applicable tax statutes and related interpretations and precedents and the expected outcome of proceedings (or negotiations) with taxing and legal authorities. Auditing the Company’s analysis and accounting for uncertain tax positions was complex due to the interpretation of tax laws and legal rulings in multiple tax paying jurisdictions and required significant judgment in determining whether an assumed tax position’s technical merits were more-likely-than-not to be sustained. In particular, each assumed unrecognized tax benefit involved unique facts and circumstances and multiple potential outcomes that were evaluated, with many uncertainties around initial recognition, including regulatory changes, litigation and examination activity. Management utilized outside tax and legal counsel, where appropriate, in its evaluation.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for acquisitions including, among others, management’s process to evaluate the completeness and estimation of unrecognized tax benefits. This included testing controls over management’s determination of whether an assumed tax position’s technical merits were more-likely-than-not to be sustained and, if so, recognizing the estimated amount of qualified tax benefit. We also obtained an understanding, evaluated the design and tested the operating effectiveness of controls to ensure that the data used to evaluate and support the significant fair value assumptions and unrecognized tax benefits was complete, accurate and, where applicable, verified to external data sources. To test the completeness and recognition of unrecognized tax benefits, our audit procedures included, among others, testing management’s process for estimating the unrecognized tax benefits. Testing management’s process included assessing management’s interpretation of the unique facts, circumstances and related tax laws and legal rulings in each tax paying jurisdiction, examining whether the technical merits of each tax position were more-likely-than-not to be sustained, and evaluating the recognition of the amount of qualified tax benefit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the completeness and recognition of the Company’s unrecognized tax benefits, including consideration of applicable tax statutes and related interpretations and precedents.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2013.

Chicago, Illinois

February 19, 2021


99			\| 2020 Form 10-K

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