The following is a discussion and analysis of the financial condition of
AbbVie Inc. (AbbVie or the company) as of December 31, 2019 and 2018 and results
of operations for each of the three years in the period ended December 31, 2019.
This commentary should be read in conjunction with the consolidated financial
statements and accompanying notes appearing in Item 8, "Financial Statements and
Supplementary Data."
EXECUTIVE OVERVIEW
Company Overview
AbbVie is a global, research-based biopharmaceutical company formed in 2013
following separation from Abbott Laboratories (Abbott). AbbVie uses its
expertise, dedicated people and unique approach to innovation to develop and
market advanced therapies that address some of the world's most complex and
serious diseases. AbbVie's products are focused on treating conditions such as
chronic autoimmune diseases in rheumatology, gastroenterology and dermatology;
oncology, including blood cancers; virology, including hepatitis C virus (HCV)
and human immunodeficiency virus (HIV); neurological disorders, such as
Parkinson's disease; metabolic diseases, including thyroid disease and
complications associated with cystic fibrosis; pain associated with
endometriosis; as well as other serious health conditions. AbbVie also has a
pipeline of promising new medicines in clinical development across such
important medical specialties as immunology, oncology and neuroscience, with
additional targeted investment in cystic fibrosis and women's health.
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. In the United States, AbbVie distributes pharmaceutical products
principally through independent wholesale distributors, with some sales directly
to pharmacies and patients. Outside the United States, AbbVie sells products
primarily to customers or through distributors, depending on the market served.
Certain products are co-marketed or co-promoted with other companies. AbbVie has
approximately 30,000 employees. AbbVie operates in one business
segment-pharmaceutical products.
On June 25, 2019, AbbVie announced that it entered into a definitive transaction
agreement under which AbbVie will acquire Allergan plc (Allergan). See Note 5 to
the Consolidated Financial Statements for additional information regarding the
proposed acquisition.
2019 Financial Results
AbbVie's strategy has focused on delivering strong financial results, advancing
and investing in its pipeline and returning value to shareholders while ensuring
a strong, sustainable growth business over the long term. The company's
financial performance in 2019 included delivering worldwide net revenues of
$33.3 billion, operating earnings of $13.0 billion, diluted earnings per share
of $5.28 and cash flows from operations of $13.3 billion. Worldwide net revenues
grew by 3% on a constant currency basis, primarily driven by revenue growth
related to IMBRUVICA and VENCLEXTA as well as the continued strength of HUMIRA
in the U.S. and newly launched immunology assets SKYRIZI and RINVOQ, offset by
international HUMIRA biosimilar competition.
Diluted earnings per share in 2019 was $5.28 and included the following
after-tax costs: (i) $3.2 billion for the change in fair value of contingent
consideration liabilities; (ii) $1.3 billion related to the amortization of
intangible assets; (iii) a Stemcentrx-related impairment charge of $823 million
net of the related fair value adjustment to contingent consideration
liabilities; (iv) $364 million for acquired in-process research and development
(IPR&D); and (v) $338 million of expenses related to the proposed Allergan
acquisition. These costs were partially offset by the following after-tax
benefits: (i) $414 million from litigation matters primarily due to the
settlement of an intellectual property dispute with a third party; (ii)
$400 million due to the favorable resolution of various tax positions; and (iii)
$297 million from an amended and restated license agreement between AbbVie and
Reata Pharmaceuticals, Inc. (Reata). Additionally, financial results reflected
continued funding to support all stages of AbbVie's emerging pipeline assets and
continued investment in AbbVie's on-market brands.
In November 2019, AbbVie's board of directors declared a quarterly cash dividend
of $1.18 per share of common stock payable in February 2020. This reflects an
increase of approximately 10.3% over the previous quarterly dividend of $1.07
per share of common stock.

26 [[Image Removed: abbvieimage2a14.gif]] | 2019 Form 10-K

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2020 Strategic Objectives
AbbVie's mission is to be an innovation-driven, patient-focused specialty
biopharmaceutical company capable of achieving top-tier financial performance
through outstanding execution and a consistent stream of innovative new
medicines. AbbVie intends to continue to advance its mission in a number of
ways, including: (i) growing revenues by diversifying revenue streams, ensuring
strong commercial execution of new product launches and driving late-stage
pipeline assets to the market; (ii) continuing to invest and expand its pipeline
in support of opportunities in immunology, oncology and neuroscience, with
additional targeted investment in cystic fibrosis and women's health as well as
continued investment in key on-market products; (iii) expanding operating
margins; and (iv) returning cash to shareholders via a strong and growing
dividend while also reducing incremental debt. In addition, AbbVie anticipates
several regulatory submissions and key data readouts from key clinical trials in
the next 12 months.
AbbVie expects to achieve its strategic objectives through:
• Completion and successful integration of the proposed Allergan acquisition.


• Hematologic oncology revenue growth from both IMBRUVICA and VENCLEXTA.

• Immunology revenue growth driven by successful commercial launches of

SKYRIZI and RINVOQ, as well as HUMIRA U.S. sales growth.

• Effective management of HUMIRA international biosimilar erosion.




•         The favorable impact of pipeline products and indications recently
          approved or currently under regulatory review where approval is
          expected in 2020. These products are described in greater detail in the
          section labeled "Research and Development" included as part of this
          Item 7.


AbbVie remains committed to driving continued expansion of operating margins and
expects to achieve this objective through continued leverage from revenue
growth, productivity initiatives in supply chain and ongoing efficiency programs
to optimize manufacturing, commercial infrastructure, administrative costs and
general corporate expenses.
The combination of AbbVie and Allergan will create a diverse entity with
leadership positions across immunology, hematologic oncology, aesthetics,
neuroscience, women's health, eye care and virology. AbbVie's existing product
portfolio and pipeline will be enhanced with numerous Allergan assets and
Allergan's product portfolio will benefit from AbbVie's commercial strength,
expertise and international infrastructure.
Research and Development
Research and innovation are the cornerstones of AbbVie's business as a global
biopharmaceutical company. AbbVie's long-term success depends to a great extent
on its ability to continue to discover and develop innovative pharmaceutical
products and acquire or collaborate on compounds currently in development by
other biotechnology or pharmaceutical companies.
AbbVie's pipeline currently includes approximately 60 compounds or indications
in clinical development individually or under collaboration or license
agreements and is focused on such important medical specialties as immunology,
oncology and neuroscience along with targeted investments in cystic fibrosis and
women's health. Of these programs, approximately 30 are in mid- and late-stage
development.
The following sections summarize transitions of significant programs from
Phase 2 development to Phase 3 development as well as developments in
significant Phase 3 and registration programs. AbbVie expects multiple Phase 2
programs to transition into Phase 3 programs in the next 12 months.
Significant Programs and Developments
Immunology
RINVOQ
•         In February 2019, the U.S. Food and Drug Administration (FDA) accepted

for priority review AbbVie's New Drug Application (NDA) for

upadacitinib, an investigational oral JAK1-selective inhibitor, for the


          treatment of adult patients with moderate to severe rheumatoid
          arthritis (RA).

• In February 2019, AbbVie initiated a Phase 3 clinical trial to evaluate


          the efficacy and safety of upadacitinib in subjects with giant cell
          arteritis.



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•         In August 2019, the FDA approved RINVOQ (upadacitinib) for the
          treatment of adults with moderately to severely active RA who have had
          an inadequate response or intolerance to methotrexate.

• In October 2019, AbbVie announced top-line results from its first Phase

3 clinical trial of RINVOQ in adult patients with active psoriatic

arthritis (PsA). Results from the SELECT-PsA 2 study, which evaluated

RINVOQ versus placebo in patients who did not adequately respond to

treatment with one or more biologic DMARDs, showed that both doses of

RINVOQ (15 mg and 30 mg) met the primary and key secondary endpoints at


          week 12. The safety profile was consistent with that of previous
          studies across indications, with no new safety risks detected.


•         In November 2019, AbbVie announced data from the Phase 2/3
          SELECT-AXIS 1 trial in which twice as many adult patients with
          ankylosing spondylitis treated with RINVOQ achieved the primary

endpoint at week 14 versus placebo. The safety profile was consistent


          with that of previous studies across indications, with no new safety
          risks detected.

• In November 2019, AbbVie initiated a Phase 3 clinical trial to evaluate


          the efficacy and safety of RINVOQ in adult patients with axial
          spondyloarthritis.

• In December 2019, the European Commission (EC) granted marketing


          authorization for RINVOQ for the treatment of adult patients with
          moderate to severe active rheumatoid arthritis who have had an
          inadequate response or intolerance to one or more DMARDs.

• In February 2020, AbbVie announced top-line results from its second

Phase 3 clinical trial of RINVOQ in adult patients with active PsA.

Results from the SELECT-PsA 1 study, which evaluated RINVOQ versus


          placebo in patients who did not adequately respond to treatment with
          one or more non-biologic DMARDs, showed that both doses of RINVOQ (15

mg and 30 mg) met the primary and key secondary endpoints. The safety

profile was consistent with that of previous studies across

indications, with no new safety risks detected.

SKYRIZI

• In March 2019, AbbVie initiated two Phase 3 clinical trials to evaluate

the efficacy and safety of risankizumab, an investigational

interleukin-23 (IL-23) inhibitor, in subjects with psoriatic arthritis.




•         In April 2019, the FDA approved SKYRIZI (risankizumab) for the
          treatment of moderate to severe plaque psoriasis in adults who are
          candidates for systemic therapy or phototherapy.

• In April 2019, the EC granted marketing authorization for SKYRIZI for

the treatment of moderate to severe plaque psoriasis in adult patients

who are candidates for systemic therapy.

Oncology

IMBRUVICA

• In January 2019, the FDA approved IMBRUVICA, in combination with GAZYVA


          (obinutuzumab), for adult patients with previously untreated chronic
          lymphocytic leukemia (CLL)/small lymphocytic lymphoma (SLL).


•         In June 2019, AbbVie announced results from the Phase 3 CLL12 trial,
          evaluating IMBRUVICA in patients with previously untreated CLL, which
          demonstrated that IMBRUVICA significantly improved event- and
          progression-free survival.

• In November 2019, AbbVie submitted a supplemental New Drug Application


          (sNDA) to the FDA for IMBRUVICA in combination with rituximab for the
          first-line treatment of younger patients with CLL or SLL.

VENCLEXTA

• In March 2019, AbbVie announced that the FDA placed a partial clinical


          hold on all clinical trials evaluating VENCLEXTA for the
          investigational treatment of multiple myeloma (MM). The partial
          clinical hold followed a review of data from the ongoing Phase 3
          BELLINI trial, a study in relapsed/refractory MM, in which a higher
          proportion of deaths was observed in the VENCLEXTA arm compared to the
          control arm of the trial. In June 2019, AbbVie announced that the FDA
          lifted the partial clinical hold placed on the Phase 3 CANOVA trial,
          evaluating VENCLEXTA for the investigational treatment of
          relapsed/refractory MM positive for the translocation (11;14)
          abnormality, based upon agreement on revisions to the CANOVA study

protocol, including new risk mitigation measures, protocol-specified


          guidelines and updated futility criteria. This action does not impact
          any of the approved indications for VENCLEXTA, such as CLL or acute
          myeloid leukemia (AML).



28  [[Image Removed: abbvieimage2a14.gif]] | 2019 Form 10-K


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• In May 2019, the FDA approved VENCLEXTA, in combination with

obinutuzumab, for adult patients with previously untreated CLL/SLL. The

approval was based on data from the Phase 3 CLL14 trial, evaluating the

efficacy and safety of VENCLEXTA plus obinutuzumab versus obinutuzumab


          plus chlorambucil in previously untreated patients with CLL, which
          demonstrated that VENCLEXTA plus obinutuzumab prolonged
          progression-free survival and achieved higher rates of complete

response and minimal residual disease-negativity compared to commonly

used standard of care obinutuzumab plus chlorambucil.

• In January 2020, AbbVie announced that the Committee for Medicinal


          Products for Human Use (CHMP) of the European Medicines Agency (EMA)
          granted a positive opinion for VENCLYXTO in combination with
          obinutuzumab for patients with previously untreated CLL.

Depatux-M

• In May 2019, AbbVie announced the decision to discontinue the Phase 3

INTELLANCE-1 study of depatuxizumab mafodotin (Depatux-M, previously

known as ABT-414) in patients with newly diagnosed glioblastoma, whose

tumors have EGFR (epidermal growth factor receptor) amplification, at


          an interim analysis. An Independent Data Monitoring Committee
          recommended stopping enrollment in INTELLANCE-1 due to lack of survival
          benefit for patients receiving Depatux-M compared with placebo when

added to the standard regimen of radiation and temozolomide. Enrollment

has been halted in all ongoing Depatux-M studies.

Veliparib

• In July 2019, AbbVie announced that top-line results from the Phase 3

BROCADE3 study evaluating veliparib, an investigational, oral poly

(adenosine diphosphate-ribose) polymerase (PARP) inhibitor, in

combination with carboplatin and paclitaxel met its primary endpoint of


          progression-free survival in patients with HER2 negative germline
          BRCA-mutated advanced breast cancer.

• In July 2019, AbbVie announced that top-line results from the Phase 3

VELIA study, conducted in collaboration with the GOG Foundation, Inc.,

evaluating veliparib with carboplatin and paclitaxel followed by

veliparib maintenance therapy met its primary endpoint of

progression-free survival in patients with newly diagnosed ovarian

cancer, regardless of biomarker status.

Rova-T

• In August 2019, AbbVie announced the decision to terminate the MERU

trial, a Phase 3 study evaluating rovalpituzumab tesirine (Rova-T) as a

first-line maintenance therapy for advanced small-cell lung cancer

(SCLC). An Independent Data Monitoring Committee recommended

terminating the study after results demonstrated no survival benefit at


          a pre-planned interim analysis for patients receiving Rova-T as
          compared with placebo. With the closing of the MERU trial, AbbVie
          announced the termination of the Rova-T research and development
          program.


Virology/Liver Disease
•         In August 2019, the EC granted marketing authorization for MAVIRET
          (glecaprevir/pibrentasvir) to shorten the once-daily treatment duration
          from 12 to 8 weeks in treatment-naïve, compensated cirrhotic, chronic
          HCV patients with genotype (GT)1, 2, 4, 5 and 6 infection.

• In September 2019, the FDA approved MAVYRET (glecaprevir/pibrentasvir)

to shorten the once-daily treatment duration from 12 to 8 weeks in

treatment-naïve, compensated cirrhotic, chronic HCV patients across all

genotypes (GT1-6).

• In January 2020, AbbVie announced that the CHMP of the EMA has

recommended a change to the marketing authorization for MAVIRET to

shorten once-daily treatment duration from 12 to 8 weeks in

treatment-naïve, compensated cirrhotic, chronic HCV patients with GT 3


          infection.


Neuroscience

• In May 2019, AbbVie initiated a Phase 3 clinical trial to evaluate the

safety and tolerability of ABBV-951, a subcutaneous levodopa/carbidopa


          delivery system, in subjects with Parkinson's disease.


•         In July 2019, AbbVie announced the decision to discontinue the Phase 2

ARISE study evaluating ABBV-8E12, an investigational anti-tau antibody,


          in patients with progressive supranuclear palsy, after an Independent
          Data



    2019 Form 10-K  | [[Image Removed: abbvieimage2a14.gif]]  29


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Monitoring Committee recommended stopping the trial for futility after the trial
showed that ABBV-8E12 did not provide efficacy.
Other
•         In July 2019, AbbVie submitted an NDA to the FDA for elagolix in
          combination with estradiol/norethindrone acetate (E2/NETA) daily
          add-back therapy for the management of heavy menstrual bleeding
          associated with uterine fibroids.


RESULTS OF OPERATIONS
Net Revenues
The comparisons presented at constant currency rates reflect comparative local
currency net revenues at the prior year's foreign exchange rates. This measure
provides information on the change in net revenues assuming that foreign
currency exchange rates had not changed between the prior and the current
periods. AbbVie believes that the non-GAAP measure of change in net revenues at
constant currency rates, when used in conjunction with the GAAP measure of
change in net revenues at actual currency rates, may provide a more complete
understanding of the company's operations and can facilitate analysis of the
company's results of operations, particularly in evaluating performance from one
period to another.
                                                                                        Percent change
                                                                  At actual currency rates        At constant currency rates
years ended (dollars in
millions)                   2019         2018         2017           2019             2018           2019             2018
United States            $ 23,907     $ 21,524     $ 18,251           11.1  %          17.9 %         11.1  %          17.9 %
International               9,359       11,229        9,965          (16.7 )%          12.8 %        (13.6 )%          10.4 %
Net revenues             $ 33,266     $ 32,753     $ 28,216            1.6  %          16.1 %          2.6  %          15.2 %




30 [[Image Removed: abbvieimage2a14.gif]] | 2019 Form 10-K

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The following table details AbbVie's worldwide net revenues:


                                                                                                   Percent change
                                                                             At actual currency rates        At constant currency rates
years ended December 31 (dollars
in millions)                           2019         2018         2017          2019             2018            2019             2018
Immunology
HUMIRA          United States       $ 14,864     $ 13,685     $ 12,361           8.6  %          10.7  %          8.6  %           10.7  %
                International          4,305        6,251        6,066         (31.1 )%           3.1  %        (27.8 )%            0.6  %
                Total               $ 19,169     $ 19,936     $ 18,427          (3.9 )%           8.2  %         (2.9 )%            7.4  %
SKYRIZI         United States       $    311     $      -     $      -           n/m              n/m             n/m               n/m
                International             44            -            -           n/m              n/m             n/m               n/m
                Total               $    355     $      -     $      -           n/m              n/m             n/m               n/m
RINVOQ          United States       $     47     $      -     $      -           n/m              n/m             n/m               n/m
                International              -            -            -           n/m              n/m             n/m               n/m
                Total               $     47     $      -     $      -           n/m              n/m             n/m               n/m
Hematologic Oncology
IMBRUVICA       United States       $  3,830     $  2,968     $  2,144          29.1  %          38.4  %         29.1  %           38.4  %
                Collaboration
                revenues                 844          622          429          35.8  %          45.0  %         35.8  %           45.0  %
                Total               $  4,674     $  3,590     $  2,573          30.2  %          39.5  %         30.2  %           39.5  %
VENCLEXTA       United States       $    521     $    247     $     89       >100.0%          >100.0%         >100.0%           >100.0%
                International            271           97           33       >100.0%          >100.0%         >100.0%           >100.0%
                Total               $    792     $    344     $    122       >100.0%          >100.0%         >100.0%           >100.0%
HCV
MAVYRET         United States       $  1,473     $  1,614     $    277          (8.8 )%       >100.0%            (8.8 )%        >100.0%
                International          1,420        1,824          213         (22.1 )%       >100.0%           (19.6 )%        >100.0%
                Total               $  2,893     $  3,438     $    490         (15.9 )%       >100.0%           (14.6 )%        >100.0%
VIEKIRA         United States       $      -     $      3     $     61        (100.0 )%         (96.7 )%       (100.0 )%          (96.7 )%
                International             36          175          723         (79.2 )%         (75.6 )%        (77.2 )%          (74.8 )%
                Total               $     36     $    178     $    784         (79.6 )%         (77.2 )%        (77.6 )%          (76.5 )%
Other Key Products
Creon           United States       $  1,041     $    928     $    831          12.2  %          11.7  %         12.2  %           11.7  %
Lupron          United States       $    720     $    726     $    669          (0.8 )%           8.6  %         (0.8 )%            8.6  %
                International            167          166          160           0.8  %           3.4  %          6.0  %            4.7  %
                Total               $    887     $    892     $    829          (0.5 )%           7.6  %          0.5  %            7.9  %
Synthroid       United States       $    786     $    776     $    781           1.3  %          (0.6 )%          1.3  %           (0.6 )%
Synagis         International       $    718     $    726     $    738          (1.2 )%          (1.6 )%          0.9  %           (2.8 )%
Duodopa         United States       $     97     $     80     $     61          20.4  %          31.4  %         20.4  %           31.4  %
                International            364          350          294           4.2  %          19.1  %          9.8  %           14.8  %
                Total               $    461     $    430     $    355           7.2  %          21.2  %         11.7  %           17.7  %
Sevoflurane     United States       $     74     $     74     $     78           2.0  %          (6.2 )%          2.0  %           (6.2 )%
                International            274          317          332         (13.8 )%          (4.4 )%         (9.5 )%           (4.3 )%
                Total               $    348     $    391     $    410         (10.9 )%          (4.7 )%         (7.4 )%           (4.6 )%
Kaletra         United States       $     38     $     55     $     71         (31.0 )%         (22.1 )%        (31.0 )%          (22.1 )%
                International            245          281          352         (12.9 )%         (20.2 )%         (9.5 )%          (20.1 )%
                Total               $    283     $    336     $    423         (15.8 )%         (20.5 )%        (12.9 )%          (20.4 )%
AndroGel        United States       $    172     $    469     $    577         (63.3 )%         (18.8 )%        (63.3 )%          (18.8 )%
ORILISSA        United States       $     91     $     11     $      -       >100.0%              n/m         >100.0%               n/m
                International              2            -            -           n/m              n/m             n/m               n/m
                Total               $     93     $     11     $      -       >100.0%              n/m         >100.0%               n/m
All other                           $    511     $    308     $    876          66.1  %         (64.9 )%         73.0  %          (73.2 )%
Total net revenues                  $ 33,266     $ 32,753     $ 28,216           1.6  %          16.1  %          2.6  %           15.2  %



n/m - Not meaningful

2019 Form 10-K | [[Image Removed: abbvieimage2a14.gif]] 31

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The following discussion and analysis of AbbVie's net revenues by product is
presented on a constant currency basis.
Global HUMIRA sales decreased 3% in 2019 and increased 7% in 2018. The sales
decrease in 2019 was primarily driven by direct biosimilar competition in
certain international markets, partially offset by market growth across
therapeutic categories. The sales increase in 2018 was primarily driven by
market growth across therapeutic categories and geographies as well as favorable
pricing in certain geographies. In the United States, HUMIRA sales increased 9%
in 2019 and 11% in 2018. The sales increases in 2019 and 2018 were primarily
driven by market growth across all indications and favorable pricing.
Internationally, HUMIRA revenues decreased 28% in 2019 and increased 1% in 2018.
The sales decrease in 2019 was primarily driven by direct biosimilar competition
in Europe following the expiration of the European Union composition of matter
patent for adalimumab in October 2018. The sales increase in 2018 was primarily
driven by market growth across indications partially offset by direct biosimilar
competition. Biosimilar competition for HUMIRA is not expected in the United
States until 2023. AbbVie continues to pursue strategies intended to further
differentiate HUMIRA from competing products and add to the sustainability of
HUMIRA.
Net revenues for SKYRIZI were $355 million in 2019 following the April 2019
regulatory approvals for the treatment of moderate to severe plaque psoriasis.
Net revenues for RINVOQ were $47 million in 2019 following the August 2019 FDA
approval for the treatment of moderate to severe rheumatoid arthritis.
Net revenues for IMBRUVICA represent product revenues in the United States and
collaboration revenues outside of the United States related to AbbVie's 50%
share of IMBRUVICA profit. AbbVie's global IMBRUVICA revenues increased 30% in
2019 and 39% in 2018 as a result of continued penetration of IMBRUVICA for
patients with CLL as well as favorable pricing.
Net revenues for VENCLEXTA increased by more than 100% in 2019 and 2018
primarily due to market share gains following additional regulatory approvals of
VENCLEXTA for the treatment of patients with relapsed/refractory CLL and
first-line AML in 2018 and first-line CLL in 2019.
Global MAVYRET sales decreased by 15% in 2019 primarily driven by lower patient
volumes in certain international markets and competitive dynamics in the U.S.
Global MAVYRET sales increased more than 100% in 2018 as a result of market
share gains following the FDA and EMA approvals of MAVYRET in the second half of
2017 as well as further geographic expansion. Global VIEKIRA sales decreased by
78% in 2019 and 76% in 2018 primarily due to lower market share following the
launch of MAVYRET.
Net revenues for Creon increased 12% in 2019 and 12% in 2018, primarily driven
by continued market growth and favorable pricing. Creon maintains market
leadership in the pancreatic enzyme market.
Net revenues for Duodopa increased 12% in 2019 and 18% in 2018, primarily driven
by increased market penetration.
Gross Margin
                                                                                 Percent change
years ended December 31 (dollars
in millions)                        2019          2018          2017           2019            2018
Gross margin                     $  25,827     $  25,035     $  21,174            3 %             18 %
as a percent of net revenues            78 %          76 %          75 %


Gross margin as a percentage of net revenues in 2019 increased from 2018
primarily due to the full year effect of the expiration of HUMIRA royalties,
partially offset by the IMBRUVICA profit sharing arrangement and unfavorable
impact from higher intangible asset amortization.
Gross margin as a percentage of net revenues in 2018 increased from 2017
primarily due to the expiration of HUMIRA royalties and a 2017 intangible asset
impairment charge of $354 million partially offset by the IMBRUVICA profit
sharing arrangement.

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Selling, General and Administrative


                                                                                 Percent change
years ended December 31 (dollars
in millions)                        2019          2018          2017           2019            2018
Selling, general and
administrative                   $   6,942     $   7,399     $   6,295           (6 )%            18 %
as a percent of net revenues            21 %          23 %          22 %


Selling, general and administrative (SG&A) expenses as a percentage of net
revenues in 2019 decreased from 2018 primarily due to the favorable impacts of
international HUMIRA expense reductions and lower litigation reserve charges
that decreased by $326 million. This favorability was partially offset by new
product launch expenses, higher restructuring charges and $103 million of
transaction expenses associated with the proposed Allergan transaction.
Additionally, SG&A expenses in 2018 included non-recurring philanthropic
contributions of $350 million to certain U.S. not-for-profit organizations.
SG&A expenses as a percentage of net revenues in 2018 increased from 2017
primarily due to new product launch expenses and non-recurring philanthropic
contributions to certain U.S. not-for-profit organizations partially offset by
continued leverage from revenue growth.
Research and Development and Acquired In-Process Research and Development
                                                                                Percent change
years ended December 31 (dollars
in millions)                        2019          2018          2017           2019          2018
Research and development         $   6,407     $  10,329     $   5,007          (38 )%       >100%
as a percent of net revenues            19 %          32 %          18 %
Acquired in-process research and
development                      $     385     $     424     $     327

(9 )% 30 %




Research and Development (R&D) expenses decreased in 2019 and increased in 2018
principally due to impairment charges related to IPR&D acquired as part of the
2016 Stemcentrx acquisition. In 2019, the company recorded a $1.0 billion
intangible asset impairment charge which represented the remaining value of the
IPR&D acquired following the decision to terminate the Rova-T R&D program. In
2018, the company recorded a $5.1 billion intangible asset impairment charge
following the decision to stop enrollment in the TAHOE trial, which lowered the
probabilities of success of achieving regulatory approval across Rova-T and
other early-stage assets obtained in the acquisition. See Note 7 to the
Consolidated Financial Statements for additional information regarding these
impairment charges.
Acquired IPR&D expenses reflect upfront payments related to various
collaborations. There were no individually significant transactions or cash
flows during 2019 or 2018. Acquired IPR&D expense in 2017 included a charge of
$205 million as a result of entering into a global strategic collaboration with
Alector, Inc. (Alector) to develop and commercialize medicines to treat
Alzheimer's disease and other neurodegenerative disorders. See Note 5 to the
Consolidated Financial Statements for additional information regarding the
Alector agreement.
Other Operating Expenses and Income
Other operating income in 2019 included $550 million of income from a legal
settlement related to an intellectual property dispute with a third party and
$330 million of income related to an amended and restated license agreement
between AbbVie and Reata. See Note 5 to the Consolidated Financial Statements
for additional information on the Reata agreement.
Other operating expenses in 2018 included a $500 million charge related to the
extension of the previously announced Calico collaboration to discover, develop
and bring to market new therapies for patients with age-related diseases,
including neurodegeneration and cancer. See Note 5 to the Consolidated Financial
Statements for additional information regarding the Calico agreement.

2019 Form 10-K | [[Image Removed: abbvieimage2a14.gif]] 33

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Other Non-Operating Expenses
years ended December 31 (in millions)     2019        2018        2017
Interest expense                        $ 1,784     $ 1,348     $ 1,150
Interest income                            (275 )      (204 )      (146 )
Interest expense, net                   $ 1,509     $ 1,144     $ 1,004

Net foreign exchange loss               $    42     $    24     $   348
Other expense, net                        3,006          18         466


Interest expense in 2019 increased compared to 2018 primarily due to $363
million of incremental interest and debt issuance costs associated with
financing the proposed acquisition of Allergan, as well as the unfavorable
impact of higher interest rates on the company's debt obligations. Interest
expense in 2018 increased compared to 2017 primarily due to the unfavorable
impact of higher interest rates on the company's debt obligations and a higher
average outstanding debt balance during 2018.
Interest income in 2019 increased compared to 2018 primarily due to a higher
average cash and cash equivalents balance during 2019, partially offset by
decreased investments in debt securities. Interest income in 2018 increased
compared to 2017 primarily due to higher interest rates.
Net foreign exchange loss in 2017 included $316 million of historical currency
translation losses that were reclassified from accumulated other comprehensive
income (AOCI) related to the liquidation of certain foreign entities following
the enactment of U.S. tax reform.
Other expense, net included charges related to the change in fair value of the
contingent consideration liabilities of $3.1 billion in 2019, $49 million in
2018 and $626 million in 2017. The fair value of contingent consideration
liabilities is impacted by the passage of time and multiple other inputs,
including the probability of success of achieving regulatory/commercial
milestones, discount rates, the estimated amount of future sales of the acquired
products still in development and other market-based factors. In 2019, the
Boehringer Ingelheim (BI) contingent consideration liability increased due to
higher probabilities of success, higher estimated future sales, declining
interest rates and passage of time. The higher probabilities of success
primarily resulted from the April 2019 regulatory approvals of SKYRIZI for the
treatment of moderate to severe plaque psoriasis. These changes were partially
offset by a $91 million decrease in the Stemcentrx contingent consideration
liability due to the termination of the Rova-T R&D program during the third
quarter of 2019. In 2018, the BI contingent consideration liability increased
due to the passage of time and higher estimated future sales partially offset by
the effect of rising interest rates. This increase in the BI contingent
consideration liability was primarily offset by a $428 million decrease in the
Stemcentrx contingent consideration liability recorded during the fourth quarter
of 2018 due to a reduction in probabilities of success of achieving regulatory
approval across Rova-T and other early-stage Stemcentrx assets. In 2017, the
change in fair value represented mainly higher probabilities of success, the
passage of time and declining interest rates. Other expense, net for 2017 also
included realized gains on available-for-sale investment securities of $90
million.
Income Tax Expense
The effective income tax rate was 6% in 2019, negative 9% in 2018 and 31% in
2017. The effective tax rate in each period differed from the statutory tax rate
principally due to the allocation of the company's taxable earnings among
jurisdictions, the benefit from 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 and business development
activities. The increase in the effective tax rate for 2019 over the prior year
was principally due to the timing of provisions of the Tax Cuts and Jobs Act
(the Act) related to the earnings from certain foreign subsidiaries. The
increase is also attributable to changes in the jurisdictional mix of earnings,
including a change in fair value of contingent consideration liabilities. These
increases were partially offset by the favorable resolution of various tax
positions in the current year.
The effective tax rate for 2018 also included the effects of Stemcentrx
intangible impairment related expenses.
The effective tax rate in 2017 included tax expense of $4.5 billion on the
one-time mandatory repatriation of previously untaxed earnings of foreign
subsidiaries, partially offset by a $3.6 billion net tax benefit for the
remeasurement of deferred taxes related to the Act and foreign tax law changes.

34 [[Image Removed: abbvieimage2a14.gif]] | 2019 Form 10-K

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The Act significantly changed the U.S. corporate tax system. The Act reduced the
U.S. federal corporate tax rate from 35% to 21% and created a territorial tax
system that included new taxes on certain foreign sourced earnings. See Note 14
to the Consolidated Financial Statements for additional information regarding
the Act.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
years ended December 31 (in millions)   2019         2018        2017
Cash flows from:
Operating activities                  $ 13,324    $ 13,427     $ 9,960
Investing activities                       596      (1,006 )      (274 )
Financing activities                    18,708     (14,396 )    (5,512 )


Operating cash flows in 2019 decreased slightly from 2018 primarily due to
higher payments for income taxes offset by improved results of operations
resulting from an increase in operating earnings. Operating cash flows in 2018
increased from 2017 primarily due to improved results of operations from revenue
growth and a decrease in income tax payments. Operating cash flows also
reflected AbbVie's contributions to its defined benefit plans of $727 million in
2019, $873 million in 2018 and $246 million in 2017.
Investing cash flows in 2019 included net sales and maturities of investments
totaling $2.1 billion resulting from the sale of substantially all of the
company's investments in debt securities, payments made for other acquisitions
and investments of $1.1 billion and capital expenditures of $552 million.
Investing cash flows in 2018 included payments made for other acquisitions and
investments of $736 million and capital expenditures of $638 million, partially
offset by net sales and maturities of investment securities totaling
$368 million. Investing cash flows in 2017 included capital expenditures of
$529 million and payments made for other acquisitions and investments of
$308 million, partially offset by net sales and maturities of investment
securities totaling $563 million.
Financing cash flows in 2019 included the issuance of $30.0 billion aggregate
principal amount of floating rate and fixed rate unsecured senior notes at
maturities ranging from 18 months to 30 years. AbbVie expects to use the net
proceeds of $29.8 billion to fund a portion of the aggregate cash consideration
due to Allergan shareholders in connection with the proposed acquisition and to
pay related fees and expenses. Pending the consummation of the proposed Allergan
acquisition, the net proceeds from the offering are permitted to be invested
temporarily in short-term investments. All of the notes are subject to special
mandatory redemption at a redemption price equal to 101% of the aggregate
principal amount of the notes plus accrued and unpaid interest if the proposed
acquisition of Allergan is not completed by January 30, 2021 or the company
notifies the trustee in respect of the notes that it will not pursue the
consummation of the proposed Allergan acquisition.
Additionally, financing cash flows in 2019 included the issuance of €1.4 billion
aggregate principal amount of unsecured senior Euro notes which the company used
to redeem €1.4 billion aggregate principal amount of 0.38% senior Euro notes
that were due to mature in November 2019, as well as the repayment of a
$3.0 billion 364-day term loan credit agreement that was scheduled to mature in
June 2019.
Financing cash flows in 2018 included proceeds from the issuance of $3.0 billion
drawn under the term loan in June 2018. In September 2018, the company issued
$6.0 billion aggregate principal amount of unsecured senior notes. 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. Financing cash flows in 2018 also included the May
2018 repayment of $3.0 billion aggregate principal amount of the company's 1.80%
senior notes at maturity.
In 2019, 2018 and 2017, the company issued and redeemed commercial paper. There
were no commercial paper borrowings outstanding as of December 31, 2019 and
there was $699 million outstanding as of December 31, 2018. AbbVie may issue
additional commercial paper or retire commercial paper to meet liquidity
requirements as needed.
Cash dividend payments totaled $6.4 billion in 2019, $5.6 billion in 2018 and
$4.1 billion in 2017. The increase in cash dividend payments was primarily
driven by an increase in the dividend rate. On November 1, 2019, AbbVie
announced that its board of directors declared an increase in the quarterly cash
dividend from $1.07 per share to $1.18 per share beginning with the dividend
payable on February 14, 2020 to stockholders of record as of January 15, 2020.
This reflects an increase of approximately 10.3% over the previous quarterly
rate. The timing, declaration, amount of and payment of any dividends by AbbVie
in the future is within the discretion of its board of directors and will depend
upon many factors, including AbbVie's financial condition, earnings, capital
requirements of its operating subsidiaries, covenants associated with certain of
AbbVie's

2019 Form 10-K | [[Image Removed: abbvieimage2a14.gif]] 35

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debt service obligations, legal requirements, regulatory constraints, industry
practice, ability to access capital markets and other factors deemed relevant by
its board of directors.
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. 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. Under this
authorization, AbbVie repurchased 4 million shares for $300 million in 2019 and
109 million shares for $10.7 billion in 2018. AbbVie cash-settled $201 million
of its December 2018 open market purchases in January 2019. AbbVie's remaining
stock repurchase authorization was $4.0 billion as of December 31, 2019.
Under previous stock repurchase programs, AbbVie made open market share
repurchases of 11 million shares for $1.3 billion in 2018 and 13 million shares
for $1.0 billion in 2017. AbbVie cash-settled $285 million of its December 2016
open market purchases in January 2017.
In 2019, AbbVie made contingent consideration milestone and royalty payments to
BI totaling $234 million following the commercial launch of SKYRIZI in certain
geographies. $163 million of these payments were included in financing cash
flows and $71 million of the payments were included in operating cash flows. In
2018, AbbVie paid $100 million of contingent consideration to BI related to BLA
and MAA acceptance milestones. $78 million of these payments were included in
financing cash flows and $22 million of the payments were included in operating
cash flows. In 2017, AbbVie paid $305 million of contingent consideration to BI
related to a Phase 3 enrollment milestone. $268 million of this milestone was
included in financing cash flows and $37 million was included in operating cash
flows.
In connection with the proposed acquisition of Allergan, on June 25, 2019,
AbbVie entered into a $38.0 billion 364-day bridge credit agreement and on July
12, 2019, AbbVie entered into a $6.0 billion term loan credit agreement. The
company incurred a total of $242 million of debt issuance costs related to the
two agreements. On October 25, 2019, AbbVie commenced offers to exchange any and
all outstanding notes of certain series issued by Allergan for up to $15.5
billion aggregate principal amount and €3.7 billion aggregate principal amount
of new notes to be issued by AbbVie and cash, subject to conditions including
the closing of the proposed acquisition. See Note 10 to the Consolidated
Financial Statements for additional information. In February 2020, the remaining
commitments under the bridge credit agreement were reduced to $0 as a result of
cash on hand at AbbVie. AbbVie subsequently terminated the bridge credit
agreement in its entirety as permitted under its terms.
Credit Risk
AbbVie monitors economic conditions, the creditworthiness of customers and
government regulations and funding, both domestically and abroad. AbbVie
regularly communicates with its customers regarding the status of receivable
balances, including their payment plans and obtains positive confirmation of the
validity of the receivables. AbbVie establishes an allowance against accounts
receivable when it is probable they will not be collected. AbbVie may also
utilize factoring arrangements to mitigate credit risk, although the receivables
included in such arrangements have historically not been a significant amount of
total outstanding receivables.
Credit Facility, Access to Capital and Credit Ratings
Credit Facility
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. At December 31, 2019, the company
was in compliance with all its credit facility covenants. Commitment fees under
the credit facility were insignificant. No amounts were outstanding under the
company's credit facilities as of December 31, 2019 and 2018.
Access to Capital
The company intends to fund short-term and long-term financial obligations as
they mature through cash on hand, future cash flows from operations, or by
issuing additional debt. The company's ability to generate cash flows from
operations, issue debt or enter into financing arrangements on acceptable terms
could be adversely affected if there is a material decline in the demand for the
company's products or in the solvency of its customers or suppliers,
deterioration in the company's key financial ratios or credit ratings, or other
material unfavorable changes in business conditions. At the current time, the
company believes it has sufficient financial flexibility to issue debt, enter
into other financing arrangements and attract long-term capital on acceptable
terms to support the company's growth objectives.

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Credit Ratings
Following the announcement of the proposed acquisition of Allergan and the
$30.0 billion senior notes issuance, Moody's Investor Service affirmed its Baa2
senior unsecured long-term rating and Prime-2 short-term rating with a stable
outlook. S&P Global Ratings revised its ratings outlook to negative from stable
and expects to lower the issuer credit rating by one notch to BBB+ from A- and
the short-term rating to A-2 from A-1 when the acquisition is complete.
Unfavorable changes to the ratings may have an adverse impact on future
financing arrangements; however, they would not affect the company's ability to
draw on its credit facility and would not result in an acceleration of scheduled
maturities of any of the company's outstanding debt.
Contractual Obligations
The following table summarizes AbbVie's estimated contractual obligations as of
December 31, 2019:
                                                     Less than          One to           Three to          More than
(in millions)                           Total         one year        three years        five years        five years
Long-term debt, including current
portion                              $  67,233     $     3,750     $       14,150     $       7,625     $      41,708
Interest on long-term debt(a)           30,494           2,146              4,087             3,479            20,782
Non-cancelable operating and finance
lease payments(f)                          774             129                224               125               296
Purchase obligations and other(b)        3,532           3,295                186                45                 6
Other long-term liabilities (c) (d)
(e)                                     11,544             166              1,395             2,123             7,860
Total                                $ 113,577     $     9,486     $       20,042     $      13,397     $      70,652

(a) Includes estimated future interest payments on long-term debt. Interest

payments on debt are calculated for future periods using forecasted interest

rates in effect at the end of 2019. Projected interest payments include the

related effects of interest rate swap agreements. Certain of these projected

interest payments may differ in the future based on changes in floating

interest rates or other factors or events. The projected interest payments

only pertain to obligations and agreements outstanding at December 31, 2019.

See Note 10 to the Consolidated Financial Statements for additional

information regarding the company's debt instruments and Note 11 for

additional information on the interest rate swap agreements outstanding at

December 31, 2019.

(b) Includes the company's significant unconditional purchase obligations. These

commitments do not exceed the company's projected requirements and are made

in the normal course of business.

(c) Excludes liabilities associated with the company's unrecognized tax benefits

as it is not possible to reliably estimate the timing of the future cash

outflows related to these liabilities. See Note 14 to the Consolidated

Financial Statements for additional information on these unrecognized tax

benefits.

(d) Includes $7.3 billion of contingent consideration liabilities which are

recorded at fair value on the consolidated balance sheet. Potential

contingent consideration payments that exceed the fair value recorded on the


    consolidated balance sheet are not included in the table of contractual
    obligations. See Note 11 to the Consolidated Financial Statements for
    additional information regarding these liabilities.

(e) Includes a one-time transition tax liability on a mandatory deemed

repatriation of previously untaxed earnings of foreign subsidiaries resulting

from U.S. tax reform enacted in 2017. The one-time transition tax is

generally payable in eight annual installments. See Note 14 to the

Consolidated Financial Statements for additional information regarding these

tax liabilities.

(f) Lease payments include approximately $350 million of contractual minimum

lease payments for leases executed but not yet commenced. These leases will

commence in 2020 with lease terms of approximately 11 years.




AbbVie enters into R&D collaboration arrangements with third parties that may
require future milestone payments to third parties contingent upon the
achievement of certain development, regulatory, or commercial milestones.
Individually, these arrangements are insignificant in any one annual reporting
period. However, if milestones for multiple products covered by these
arrangements would happen to be reached in the same reporting period, the
aggregate charge to expense could be material to the results of operations in
that period. From a business perspective, the payments are viewed as positive
because they signify that the product is successfully moving through development
and is now generating or is more likely to generate future cash flows from
product sales. It is not possible to predict with reasonable certainty whether
these milestones will be achieved or the timing for achievement. As a result,
these potential payments are not included in the table of contractual

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obligations. See Note 5 to the Consolidated Financial Statements for additional
information on these collaboration arrangements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles in the United States requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities and the
reported amounts of revenue and expenses. A summary of the company's significant
accounting policies is included in Note 2 to the Consolidated Financial
Statements. Certain of these policies are considered critical as these most
significantly impact the company's financial condition and results of operations
and require the most difficult, subjective, or complex judgments, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain. Actual results may vary from these estimates.
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.
Rebates
AbbVie provides rebates to pharmacy benefit managers, state government Medicaid
programs, insurance companies that administer Medicare drug plans, wholesalers,
group purchasing organizations and other government agencies and private
entities.
Rebate and chargeback accruals are accounted for as variable consideration and
are recorded as a reduction to revenue in the period the related product is
sold. Rebates and chargebacks totaled $18.8 billion in 2019, $16.4 billion in
2018 and $12.9 billion in 2017. Rebate amounts are typically based upon the
volume of purchases using contractual or statutory prices, which may vary by
product and by payer. For each type of rebate, the factors used in the
calculations of the accrual for that rebate 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.
In order to establish its rebate and chargeback accruals, the company uses both
internal and external data to estimate the level of inventory in the
distribution channel and the rebate claims processing lag time for each type of
rebate. To estimate the rebate percentage or net price, the company tracks sales
by product and by customer or payer. The company evaluates inventory data
reported by wholesalers, available prescription volume information, product
pricing, historical experience and other factors in order to determine the
adequacy of its reserves. AbbVie regularly monitors its reserves and records
adjustments when rebate trends, rebate programs and contract terms, legislative
changes, or other significant events indicate that a change in the reserve is
appropriate. Historically, adjustments to rebate accruals have not been material
to net earnings.

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The following table is an analysis of the three largest rebate accruals and
chargeback allowances, which comprise approximately 94% of the total
consolidated rebate and chargebacks recorded as reductions to revenues in 2019.
Remaining rebate provisions charged against gross revenues are not significant
in the determination of operating earnings.
                               Medicaid
                                  and        Managed
                               Medicare        Care       Wholesaler
(in millions)                   Rebates       Rebates     Chargebacks

Balance at December 31, 2016 $ 1,167 $ 1,167 $ 383 Provisions

                        2,909        3,990           5,026
Payments                         (2,736 )     (3,962 )        (4,887 )
Balance at December 31, 2017      1,340        1,195             522
Provisions                        3,493        4,729           6,659
Payments                         (3,188 )     (4,485 )        (6,525 )
Balance at December 31, 2018      1,645        1,439             656
Provisions                        4,035        5,772           7,947
Payments                         (3,915 )     (5,275 )        (7,917 )

Balance at December 31, 2019 $ 1,765 $ 1,936 $ 686




Cash Discounts and Product Returns
Cash discounts and product returns, which totaled $1.6 billion in 2019, $1.6
billion in 2018 and $1.3 billion in 2017, are accounted for as variable
consideration and are recorded as a reduction to revenue in the same period the
related product is sold. The reserve for cash discounts is readily determinable
because the company's experience of payment history is fairly consistent.
Product returns can be reliably estimated based on the company's historical
return experience.
Pension and Other Post-Employment Benefits
AbbVie engages outside actuaries to assist in the determination of the
obligations and costs under the pension and other post-employment benefit plans
that are direct obligations of AbbVie. The valuation of the funded status and
the net periodic benefit cost for these plans are calculated using actuarial
assumptions. The significant assumptions, which are reviewed annually, include
the discount rate, the expected long-term rate of return on plan assets and the
health care cost trend rates, and are disclosed in Note 12 to the Consolidated
Financial Statements.
The discount rate is selected based on current market rates on high-quality,
fixed-income investments at December 31 each year. AbbVie employs a yield-curve
approach for countries where a robust bond market exists. The yield curve is
developed using high-quality bonds. The yield-curve approach reflects the plans'
specific cash flows (i.e. duration) in calculating the benefit obligations by
applying the corresponding individual spot rates along the yield curve. AbbVie
reflects the plans' specific cash flows and applies them to the corresponding
individual spot rates along the yield curve in calculating the service cost and
interest cost portions of expense. For other countries, AbbVie reviews various
indices such as corporate bond and government bond benchmarks to estimate the
discount rate. AbbVie's assumed discount rates have a significant effect on the
amounts reported for defined benefit pension and other post-employment plans as
of December 31, 2019. A 50 basis point change in the assumed discount rate would
have had the following effects on AbbVie's calculation of net periodic benefit
costs in 2020 and projected benefit obligations as of December 31, 2019:
                                                  50 basis point
(in millions) (brackets denote a reduction)  Increase       Decrease
Defined benefit plans
Service and interest cost                   $    (76 )     $       92
Projected benefit obligation                    (723 )            825
Other post-employment plans
Service and interest cost                   $    (11 )     $       14
Projected benefit obligation                    (101 )            117

The expected long-term rate of return is based on the asset allocation, historical performance and the current view of expected future returns. AbbVie considers these inputs with a long-term focus to avoid short-term market influences. The



    2019 Form 10-K  | [[Image Removed: abbvieimage2a14.gif]]  39



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current long-term rate of return on plan assets for each plan is supported by
the historical performance of the trust's actual and target asset allocation.
AbbVie's assumed expected long-term rate of return has a significant effect on
the amounts reported for defined benefit pension plans as of December 31, 2019
and will be used in the calculation of net periodic benefit cost in 2020. A
one percentage point change in assumed expected long-term rate of return on plan
assets would increase or decrease the net period benefit cost of these plans in
2020 by $71 million.
The health care cost trend rate is selected by reviewing historical trends and
current views on projected future health care cost increases. The current health
care cost trend rate is supported by the historical trend experience of each
plan. Assumed health care cost trend rates have a significant effect on the
amounts reported for health care plans as of December 31, 2019 and will be used
in the calculation of net periodic benefit cost in 2020. A one percentage point
change in assumed health care cost trend rates would have the following effects
on AbbVie's calculation of net periodic benefit costs in 2020 and the projected
benefit obligation as of December 31, 2019:
                                                   One percentage point
(in millions) (brackets denote a reduction)       Increase           Decrease
Service and interest cost                   $      40               $    (28 )
Projected benefit obligation                      244                   (186 )


Income Taxes
AbbVie accounts for income taxes 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 amount 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.
Litigation
The company 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. See Note 15 to the Consolidated Financial Statements for
additional information. 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.
Accordingly, AbbVie is often initially unable to develop a best estimate of loss
and therefore, the minimum amount, which could be zero, is recorded. As
information becomes known, either the minimum loss amount is increased,
resulting in additional loss provisions, or a best estimate can be made, also
resulting in additional loss provisions. Occasionally, a best estimate amount is
changed to a lower amount when events result in an expectation of a more
favorable outcome than previously expected.
Valuation of Goodwill and Intangible Assets
AbbVie has acquired and may continue to acquire significant intangible assets in
connection with business combinations that AbbVie records at fair value.
Transactions involving the purchase or sale of intangible assets occur with some
frequency between companies in the pharmaceuticals industry and valuations are
usually based on a discounted cash flow analysis incorporating the stage of
completion. The discounted cash flow model requires assumptions about the timing
and amount of future net cash flows, risk, cost of capital, terminal values and
market participants. Each of these factors can significantly affect the value of
the intangible asset. IPR&D acquired in a business combination is capitalized as
an indefinite-lived intangible asset until regulatory approval is obtained, at
which time it is accounted for as a definite-lived asset and amortized over its
estimated useful life, or discontinuation, at which point the intangible asset
will be written off. IPR&D acquired in transactions that are not business
combinations is expensed immediately, unless deemed to have an alternative
future use. Payments made to third parties subsequent to regulatory approval are
capitalized and amortized over the remaining useful life.
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. Goodwill and indefinite-lived intangible assets are reviewed
for impairment annually or when an event occurs that could result in an
impairment. See Note 2 to the Consolidated Financial Statements for further
information.
Annually, 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. Some of the factors considered in
the assessment include general macro-economic conditions, conditions specific to
the industry and market, cost factors, the overall financial

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performance and whether there have been sustained declines in the company's
share price. 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 could potentially impact the company's results of operations.
Actual results may differ from the company's estimates.
Contingent Consideration
The fair value measurements of contingent consideration liabilities are
determined as of the acquisition date 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. Contingent consideration
liabilities are revalued to fair value at each subsequent reporting date until
the related contingency is resolved. The potential contingent consideration
payments are estimated by applying a probability-weighted expected payment model
for contingent milestone payments and a Monte Carlo simulation model for
contingent royalty payments, which are then discounted to present value. Changes
to the fair value of the contingent consideration liabilities can result from
changes to one or a number of inputs, including discount rates, the
probabilities of achieving the milestones, the time required to achieve the
milestones and estimated future sales. Significant judgment is employed in
determining the appropriateness of certain of these inputs. Changes to the
inputs described above could have a material impact on the company's financial
position and results of operations in any given period. At December 31, 2019, a
50 basis point increase/decrease in the assumed discount rate would have
decreased/increased the value of the contingent consideration liabilities by
approximately $280 million. Additionally, at December 31, 2019, a five
percentage point increase/decrease in the assumed probability of success across
all potential indications would have increased/decreased the value of the
contingent consideration liabilities by approximately $150 million.
Recent Accounting Pronouncements
See Note 2 to the Consolidated Financial Statements for additional information
on recent accounting pronouncements.

2019 Form 10-K | [[Image Removed: abbvieimage2a14.gif]] 41

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