RESULTS OF OPERATIONS
(Tables present dollars in millions, except per-share data)
General
Management's discussion and analysis of results of operations and financial
condition is intended to assist the reader in understanding and assessing
significant changes and trends related to the results of operations and
financial position of our consolidated company. This discussion and analysis
should be read in conjunction with the consolidated financial statements and
accompanying footnotes in Item 8 of Part II of this Annual Report on Form 10-K.
Certain statements in this Item 7 of Part II of this Annual Report on Form 10-K
constitute forward-looking statements. Various risks and uncertainties,
including those discussed in "Forward-Looking Statements" and Item 1A, "Risk
Factors", may cause our actual results, financial position, and cash generated
from operations to differ materially from these forward-looking statements.
Executive Overview
This section provides an overview of our financial results, recent product and
late-stage pipeline developments, and other matters affecting our company and
the pharmaceutical industry. Earnings per share (EPS) data are presented on a
diluted basis.
On March 11, 2019, we completed the disposition of our remaining 80.2 percent
ownership of Elanco Animal Health Incorporated (Elanco) common stock through a
tax-free exchange offer. As a result, we recognized a gain on the disposition of
approximately $3.7 billion in the first quarter of 2019 and now operate as a
single segment. See Note 19 to the consolidated financial statements for further
discussion.
Financial Results
The following table summarizes our key operating results:
                                                          Year Ended
                                                         December 31,
                                                      2019           2018       Percent Change
Revenue                                           $ 22,319.5     $ 21,493.3           4
Gross margin                                        17,598.3       16,811.6           5
Gross margin as a percent of revenue                    78.8 %         78.2 %
Operating expense                                 $ 11,808.8     $ 11,026.3

7


Acquired in-process research and development           239.6        1,983.9 

(88)


Asset impairment, restructuring, and other
special charges                                        575.6          266.9           NM
Income before income taxes                           5,265.9        3,680.1           43
Income taxes                                           628.0          529.5           19
Net income from continuing operations                4,637.9        3,150.6 

47


Net income                                           8,318.4        3,232.0 

NM


EPS from continuing operations                          4.96           3.05           63
EPS                                                     8.89           3.13           NM


NM - not meaningful
Revenue increased in 2019 driven by increased volume, partially offset by lower
realized prices and the unfavorable impact of foreign exchange rates. Operating
expenses increased in 2019, reflecting higher late-stage development expenses
and increased marketing expenses for recently launched products, partially
offset by lower marketing expenses for late life-cycle products. The increases
in net income and EPS in 2019 were driven primarily by the gain recognized on
the disposition of Elanco and, to a lesser extent, lower acquired in-process
research and development (IPR&D) charges. In addition to the increase in net
income, EPS in 2019 significantly benefited from lower weighted-average shares
outstanding as a result of the Elanco exchange offer and share repurchases.

                                                                            

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The following highlighted items affect comparisons of our 2019 and 2018
financial results:
2019
Acquired IPR&D (Note 3 to the consolidated financial statements)
•      We recognized acquired IPR&D charges of $239.6 million primarily related

to collaborations with AC Immune SA (AC Immune), Centrexion Therapeutics

Corporation (Centrexion), ImmuNext, Inc. (ImmuNext), and Avidity

Biosciences, Inc. (Avidity).

Asset Impairment, Restructuring, and Other Special Charges (Note 5 to the consolidated financial statements) • We recognized charges of $575.6 million primarily associated with the

accelerated vesting of Loxo Oncology, Inc. (Loxo) employee equity awards

as a result of the closing of the acquisition of Loxo, and, to a lesser

extent, charges associated with the decision to close and sell a research

and development facility located in the United Kingdom (U.K).




Other-Net, (Income) Expense (Note 18 to the consolidated financial statements)
•We recognized a gain of $309.8 million on the sale of the company's antibiotics
business in China.
•We recognized a debt extinguishment loss of $252.5 million related to the
repurchase of debt.
Net Income from Discontinued Operations (Note 19 to the consolidated financial
statements)
•We recognized a gain related to the disposition of Elanco of approximately $3.7
billion.
2018
Acquired IPR&D (Note 3 to the consolidated financial statements)
•      We recognized acquired IPR&D charges of $1.98 billion primarily related to

the acquisition of ARMO BioSciences, Inc. (ARMO) and the collaboration

with Dicerna Pharmaceuticals, Inc. (Dicerna).

Asset Impairment, Restructuring, and Other Special Charges (Note 5 to the consolidated financial statements) • We recognized charges of $266.9 million primarily associated with asset


       impairments related to the sale of the Posilac® (rbST) brand and the

related sale of the Augusta, Georgia manufacturing site and with expenses

related to our efforts to reduce our cost structure.

Income Taxes (Note 14 to the consolidated financial statements) • We recognized $313.3 million of income tax benefit primarily due to

measurement period adjustments to the one-time repatriation transition tax

(also known as the 'Toll Tax') and the global intangible low-taxed income


       (GILTI).


Late-Stage Pipeline
Our long-term success depends to a great extent on our ability to continue to
discover and develop innovative pharmaceutical products and acquire or
collaborate on molecules currently in development by other biotechnology or
pharmaceutical companies. We have approximately 45 potential new drugs in human
testing or under regulatory review and a larger number of projects in
preclinical research.
The following new molecular entities (NMEs) have been approved by regulatory
authorities in at least one of the major geographies for use in the conditions
described. The first quarter in which the NMEs initially were approved in any
major geography for any indication is shown in parentheses:
Galcanezumab* (Emgality®) (Q3 2018)-a once-monthly subcutaneously injected
calcitonin gene-related peptide (CGRP) antibody for migraine prevention and for
the treatment of episodic cluster headache. See Note 16 to the consolidated
financial statements for discussion of the legal proceedings involving Teva
Pharmaceuticals International GMBH and Teva Pharmaceuticals USA, Inc.
Lasmiditan (Reyvow™) (Q4 2019)-an oral 5-HT1F agonist for the acute treatment of
migraine.
Nasal glucagon* (Baqsimi®) (Q3 2019)-a glucagon nasal powder formulation for the
treatment of severe hypoglycemia in patients with diabetes ages four years and
above.

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The following NMEs and diagnostic agent have been submitted for regulatory
review in at least one of the major geographies for potential use in the
conditions described. The first quarter in which each NME and the diagnostic
agent initially were submitted in any major geography for any indication is
shown in parentheses:
Flortaucipir** (Q3 2019)-a positron emission tomography (PET) tracer intended to
image tau (or neurofibrillary) tangles in the brain, which are an indicator of
Alzheimer's disease.
Selpercatinib (Q4 2019)-an oral drug for the treatment of patients with cancers
that harbor abnormalities in the rearranged during transfection (RET) kinase,
specifically thyroid cancer and lung cancer.
Tanezumab* (Q4 2019)-an anti-nerve growth factor monoclonal antibody for the
treatment of osteoarthritis pain (in collaboration with Pfizer Inc. (Pfizer)).
Ultra-rapid Lispro* (Q1 2019)-an ultra-rapid insulin for the treatment of type 1
and type 2 diabetes.
The following NMEs are currently in Phase III clinical trial testing for
potential use in the conditions described below but have not yet been submitted
for regulatory approval for any indication. The first quarter in which each NME
initially entered Phase III for any indication is shown in parentheses:
Mirikizumab* (Q2 2018)-a monoclonal antibody designed for the treatment of
autoimmune diseases.
Solanezumab* (Q2 2009)-an anti-amyloid beta monoclonal antibody for the
treatment of preclinical Alzheimer's disease.
Tirzepatide* (Q4 2018)-a long-acting, combination therapy of glucose-dependent
insulinotropic polypeptide (GIP) and glucagon-like peptide 1 for the treatment
of type 2 diabetes and obesity.
*      Biologic molecule subject to the United States (U.S.) Biologics Price
       Competition and Innovation Act

** Diagnostic agent




The following table reflects the status of the recently approved products, NMEs,
and diagnostic agent set forth above, as well as certain other developments to
our late-stage pipeline since January 1, 2019:
Compound     Indication   U.S.     Europe     Japan     Developments
Endocrinology
                                                        Launched in the U.S. in
                                                        third quarter of 2019.
             Severe                                     Approved in Europe in the
Baqsimi      hypoglycemia Launched  Approved  Submitted fourth quarter of 2019.
                                                        Submitted to the Japan
                                                        regulatory authorities in
                                                        2019.
             Type 2                 Phase III           Phase III trials are
             diabetes                                   ongoing.
Tirzepatide                                             Phase III trials were
             Obesity                Phase III           initiated in the fourth
                                                        quarter of 2019.
                                                        Submitted to regulatory
                                                        authorities in Europe and
                                                        Japan in the first quarter
                                                        of 2019. Submitted to the
Ultra-rapid  Type 1 and 2                               U.S. Food and Drug
Lispro       diabetes               Submitted           Administration (FDA) in the
                                                        third quarter of 2019. In
                                                        January 2020, the European
                                                        regulatory authorities
                                                        issued a positive opinion
                                                        recommending approval.
Immunology
             Crohn's                                    Phase III trials were
             Disease                Phase III           initiated during the third
                                                        quarter of 2019.
Mirikizumab  Psoriasis              Phase III           Phase III trials are
                                                        ongoing.
             Ulcerative             Phase III           Phase III trials are
             colitis                                    ongoing.



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Compound     Indication     U.S.      Europe     Japan     Developments
Neuroscience
                                                           Submitted to European
                                                           regulatory authorities in
             Cluster        Launched  Submitted  Phase III the first quarter of 2019.
             headache                                      Approved and launched in the
                                                           U.S. in the second quarter
Emgality                                                   of 2019.
                                                           Launched in Europe in the
             Migraine                                      first quarter of 2019.
             prevention           Launched       Submitted Submitted to Japanese
                                                           regulatory authorities in
                                                           January 2020.
             Alzheimer's                                   Submitted to the FDA in the
Flortaucipir disease        Submitted      Phase III       third quarter of 2019.
             diagnostic
                                                           Approved by the FDA in the
                                                           fourth quarter of 2019.
             Acute                                         Received Schedule V
Reyvow       treatment of   Launched       Phase III       classification from the Drug
             migraine                                      Enforcement Agency and
                                                           launched in the U.S. in
                                                           January 2020.
                                                           Announced in February 2020
                                                           that a Phase III trial for
                                                           people with dominantly
                                                           inherited Alzheimer's
             Preclinical                                   disease (DIAD) did not meet
Solanezumab  Alzheimer's              Phase III            the primary endpoint. We do
             disease                                       not plan to pursue
                                                           submission for DIAD. Phase
                                                           III trial is ongoing for
                                                           Anti-Amyloid Treatment in
                                                           Asymptomatic Alzheimer's.
                                                           In the third quarter of 2018
                                                           and the first quarter of
                                                           2019, announced multiple
                                                           Phase III trials met several
                                                           primary endpoints. In the
                                                           second quarter of 2019,
                                                           announced the results of the
                                                           long-term Phase III study in
             Osteoarthritis Submitted      Phase III       which the 5mg dose met two
             pain                                          of the three co-primary
                                                           endpoints and the 2.5mg dose
                                                           did not meet any of the
                                                           three co-primary endpoints.
                                                           In partnership with Pfizer,
                                                           we submitted to the FDA in
                                                           the fourth quarter of 2019
                                                           and are pursuing submission
                                                           in Europe and Japan in 2020.
Tanezumab                                                  In the first quarter of
                                                           2019, announced Phase III
                                                           trial met primary endpoint
                                                           for the 10mg dose and did
                                                           not meet primary endpoint on
                                                           the 5mg dose. In the third
                                                           quarter of 2019, announced
                                                           results from a Phase III
             Chronic low                                   study evaluating long-term
             back pain                Phase III            safety and efficacy in
                                                           Japan. In partnership with
                                                           Pfizer, announced in the
                                                           third quarter of 2019 that
                                                           we are not planning
                                                           regulatory submissions. We
                                                           plan to maintain an open
                                                           dialogue with regulatory
                                                           authorities on potential
                                                           future regulatory pathways.
             Cancer pain              Phase III            Phase III trial is ongoing.



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Compound      Indication  U.S.      Europe      Japan          Developments
Oncology
                                                               In the first quarter of
                                                               2019, announced confirmatory
                                                               phase III trial did not meet
                                                               primary endpoint. As this
                                                               trial did not confirm
                                                               clinical benefit, we
Lartruvo®     Soft tissue Withdrawn Withdrawing Not Submitting suspended promotion globally
              sarcoma                                          and withdrew the product in
                                                               the U.S. in the third
                                                               quarter of 2019. For
                                                               countries in Europe, we have
                                                               withdrawn or are in the
                                                               process of withdrawing the
                                                               product.
                                                               In the fourth quarter of
                                                               2019, announced phase III
                                                               trial did not meet primary
              Pancreatic                                       endpoint of overall
Pegilodecakin cancer                 Not Submitting            survival. Phase II trials
                                                               for other indications also
                                                               did not meet primary
                                                               endpoint. We do not plan to
                                                               initiate any new trials.

                                                               In the fourth quarter of
                                                               2019, submitted to the FDA
                                                               and European regulatory
              Thyroid           Submitted         Phase III    authorities based on Phase
              Cancer                                           II data. Granted
Selpercatinib                                                  Breakthrough Therapy
(LOXO-292)                                                     Designation(1). Granted
                                                               Priority Review(2) from the
                                                               FDA in first quarter of
                                                               2020. Phase III trials were
                                                               initiated in the fourth
              Lung Cancer       Submitted         Phase III    quarter of 2019 in all major
                                                               geographies.



(1) The Breakthrough Therapy Designation is designed to expedite the development
and review of potential medicines that are intended to treat a serious condition
where preliminary clinical evidence indicates that the treatment may demonstrate
substantial improvement over available therapy on a clinically significant
endpoint.
(2) Priority Review is designed to expedite the review of potential medicines
that, if approved, would be significant improvements in the safety or
effectiveness of the treatment, diagnosis, or prevention of serious conditions
when compared to standard applications.
There are many difficulties and uncertainties inherent in pharmaceutical
research and development and the introduction of new products. There is a high
rate of failure inherent in new drug discovery and development. To bring a drug
from the discovery phase to market can take over a decade and often costs in
excess of $2 billion. Failure can occur at any point in the process, including
in later stages after substantial investment. As a result, most funds invested
in research programs will not generate financial returns. New product candidates
that appear promising in development may fail to reach the market or may have
only limited commercial success because of efficacy or safety concerns,
inability to obtain or maintain necessary regulatory approvals or payer
reimbursement or coverage, limited scope of approved uses, changes in the
relevant treatment standards or the availability of new or better competitive
products, difficulty or excessive costs to manufacture, or infringement of the
patents or intellectual property rights of others. Regulatory agencies continue
to establish increasingly high hurdles for the efficacy and safety of new
products. Delays and uncertainties in drug approval processes can result in
delays in product launches and lost market opportunity. In addition, it can be
very difficult to predict revenue growth rates of new products.
We manage research and development spending across our portfolio of molecules,
and a delay in, or termination of, any one project will not necessarily cause a
significant change in our total research and development spending. Due to the
risks and uncertainties involved in the research and development process, we
cannot reliably estimate the nature, timing, and costs of the efforts necessary
to complete the development of our research and development projects, nor can we
reliably estimate the future potential revenue that will be generated from a
successful research and development project. Each project represents only a
portion of the overall pipeline, and none is individually material to our
consolidated research and development expense. While we do accumulate certain
research and development costs on a project level for internal reporting
purposes, we must make significant cost estimations and allocations, some of
which rely on data that are neither reproducible nor validated through accepted
control mechanisms. Therefore, we do not have sufficiently reliable data to
report on total research and development costs by project, by preclinical versus
clinical spend, or by therapeutic category.

                                                                            

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Other Matters
Patent Matters
We depend on patents or other forms of intellectual-property protection for most
of our revenue, cash flows, and earnings.
We lost our patent exclusivity for Strattera® in the U.S. in May 2017, and
generic versions of Strattera were approved in the same month. Following a
settlement related to the compound patent challenge for Effient®, generic
products launched in the U.S. in the third quarter of 2017. The entry of generic
competition for these products has caused a rapid and severe decline in revenue,
which, in the aggregate, has had a material adverse effect on our consolidated
results of operations and cash flows.
Our compound patent protection for Cialis® (tadalafil) and Adcirca® (tadalafil)
expired in major European markets and the U.S. in November 2017; however, in the
U.S., we were granted pediatric exclusivity through May 2018. Another later
expiring patent (October 2020) was the subject of U.S. patent litigation and
pursuant to a settlement agreement related thereto, generic tadalafil entered
the U.S. market in September 2018. We have faced and remain exposed to generic
competition following the loss of exclusivity, which has rapidly and severely
eroded revenue and is likely to continue to erode revenue.
Our formulation patents for Forteo® expired in December 2018, and our use
patents expired in August 2019 in major European markets and the U.S. Both the
formulation patent and the use patent expired in August 2019 in Japan. We expect
further volume decline as a result of the entry of generic and biosimilar
competition following the loss of patent exclusivity in these markets. In the
aggregate, we expect that the decline in revenue will have a material adverse
effect on our consolidated results of operations and cash flows.
The Alimta® vitamin regimen patents, which we expect to provide us with patent
protection for Alimta through June 2021 in Japan and major European countries,
and through May 2022 in the U.S., have been challenged in each of these
jurisdictions. In the U.S., we and Eagle Pharmaceuticals, Inc. (Eagle) reached
an agreement in December 2019 to settle all pending litigation, allowing Eagle a
limited initial entry into the market with its product starting February 2022
(up to an approximate three-week supply) and subsequent unlimited entry starting
April 2022. Our vitamin regimen patents have also been challenged in other
smaller European jurisdictions. Our compound patent for Alimta expired in the
U.S. in January 2017, and expired in major European countries and Japan in
December 2015. We are aware that several companies have received approval to
market generic versions of pemetrexed in major European markets (including
Germany, France, and the Netherlands) and that additional generic competitors
may choose to launch at risk. Although we will continue to seek to remove any
such products, generic product entry is resulting in some loss in revenue in
these jurisdictions. We expect that further entry of generic competition for
Alimta following the loss of effective patent protection will cause a rapid and
severe decline in revenue for the product, which will, in the aggregate, have a
material adverse effect on our consolidated results of operations and cash
flows. See Note 16 to the consolidated financial statements for a more detailed
account of the legal proceedings currently pending in the U.S., Europe, and
Japan regarding our Alimta patents.
The compound patent for Humalog® (insulin lispro) has expired in major markets.
Global regulators have different legal pathways to approve similar versions of
insulin lispro. A competitor launched a similar version of insulin lispro in
certain European markets in 2017 and in the U.S. in the second quarter of 2018.
While it is difficult to estimate the severity of the impact of insulin lispro
products entering the market, we do not expect and have not experienced a rapid
and severe decline in revenue; however, we expect additional pricing pressure
and some loss of market share that would continue over time.
Foreign Currency Exchange Rates
As a global company with substantial operations outside the U.S., we face
foreign currency risk exposure from fluctuating currency exchange rates,
primarily the U.S. dollar against the euro and Japanese yen. While we manage a
portion of these exposures through hedging and other risk management techniques,
significant fluctuations in currency rates can have a substantial impact, either
positive or negative, on our revenue, cost of sales, and operating expense.
While there is uncertainty in the future movements in foreign exchange rates,
fluctuations in these rates could negatively impact our future consolidated
results of operations and cash flows.

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Trends Affecting Pharmaceutical Pricing, Reimbursement, and Access
U.S.
In the U.S., public concern over access to and affordability of pharmaceuticals
continues to drive the regulatory and legislative debate. These policy and
political issues increase the risk that taxes, fees, rebates, or other cost
control measures may be enacted to manage federal and state budgets. Key health
policy initiatives affecting biopharmaceuticals include:
• foreign reference pricing in Medicare and private insurance,


• modifications to Medicare Parts B and D,

• provisions that would allow the Department of Health and Human Services to

negotiate prices for biologics and drugs in Medicare,

• a reduction in biologic data exclusivity,

• proposals related to Medicaid prescription drug coverage and manufacturer

drug rebates,

• proposals that would require biopharmaceutical manufacturers to disclose

proprietary drug pricing information; and

• state-level proposals related to prescription drug prices and reducing the

cost of pharmaceuticals purchased by government health care programs.

California and several other states have enacted legislation related to
prescription drug pricing transparency and it is unclear the effect this
legislation will have on our business. The Bipartisan Budget Act, enacted in
February 2018, requires manufacturers of brand-name drugs, biologics, and
biosimilars to pay a 70 percent discount in the Medicare Part D Coverage Gap, up
from the previous 50 percent discount. This increase in coverage gap discounts
became effective at the beginning of 2019. In 2019, the White House signed into
law targeted amendments to the Medicaid Drug Rebate Program statute, as well as
the Fair and Accurate Medicaid Pricing Act, which was part of the Continuing
Appropriations Act. We do not believe these will have a material impact to our
business. Several states passed importation legislation, including Colorado,
Florida, Maine, and Vermont. Specifically, the state of Florida is working with
the Administration to implement an importation program from Canada as early as
2020. We are currently reviewing the state legislation, as well as corresponding
proposed federal rulemaking and guidance recently published by the Department of
Health and Human Services and the FDA, the impact of which is uncertain at this
time.
In the private sector, consolidation and integration among healthcare providers
is also a major factor in the competitive marketplace for
pharmaceuticals. Health plans, pharmacy benefit managers, wholesalers, and other
supply chain stakeholders have been consolidating into fewer, larger entities,
increasingly through vertical integration, thus enhancing their purchasing
strength and importance. Payers typically maintain formularies which specify
coverage (the conditions under which drugs are included on a plan's formulary)
and reimbursement (the associated out-of-pocket cost to the consumer). Formulary
placement can lead to reduced usage of a drug for the relevant patient
population due to coverage restrictions, such as prior authorizations and
formulary exclusions, or due to reimbursement limitations that result in higher
consumer out-of-pocket cost, such as non-preferred co-pay tiers, increased
co-insurance levels and higher deductibles. Consequently, pharmaceutical
companies compete for formulary placement not only on the basis of product
attributes such as greater efficacy, fewer side effects, or greater patient ease
of use, but also by providing rebates. Value-based agreements are another tool
which may be utilized between payers and pharmaceutical companies as formulary
placement and pricing are negotiated. Price is an increasingly important factor
in formulary decisions, particularly in treatment areas in which the payer has
taken the position that multiple branded products are therapeutically
comparable. These downward pricing pressures could continue to negatively affect
future consolidated results of operations. In addition to formulary placement,
changes in insurance designs continue to drive greater consumer cost sharing
through high deductible plans and higher co-insurance or co-pays (including
co-pay accumulator and maximizer programs). We continue to invest in patient
affordability solutions (resulting in lower revenue) in an effort to assist
patients in affording their medicines.

                                                                            

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The main coverage expansion provisions of the Affordable Care Act (ACA) are
currently in effect through both state-based exchanges and the expansion of
Medicaid. A trend has been the prevalence of benefit designs containing high
out-of-pocket costs for patients, particularly for pharmaceuticals. In addition
to the coverage expansions, many employers in the commercial market continue to
evaluate strategies such as private exchanges and wider use of consumer-driven
health plans to reduce their healthcare liabilities over time. Federal
legislation, litigation, or administrative actions to repeal or modify some or
all of the provisions of the ACA could have a material adverse effect on our
consolidated results of operations and cash flows. At the same time, the broader
paradigm shift towards performance-based reimbursement and the launch of several
value-based purchasing initiatives have placed demands on the pharmaceutical
industry to offer products with proven real-world outcomes data and a favorable
economic profile.
International
International operations also are generally subject to extensive price and
market regulations. Cost-containment measures exist in a number of countries,
including additional price controls and mechanisms to limit reimbursement for
our products. Such policies are expected to increase in impact and reach, given
the pressures on national and regional health care budgets that come from a
growing aging population and ongoing economic challenges. As additional reforms
are finalized, we will assess their impact on future revenues. In addition,
governments in many emerging markets are becoming increasingly active in
expanding health care system offerings. Given the budget challenges of
increasing health care coverage for citizens, policies may be proposed that
promote generics and biosimilars only and reduce current and future access to
branded human pharmaceutical products.
Tax Matters
We are subject to income taxes and various other taxes in the U.S. and in many
foreign jurisdictions; therefore, changes in both domestic and international tax
laws or regulations could adversely affect our effective tax rate, results of
operations, and cash flows. Countries around the world, including the U.S.,
actively consider and enact tax law changes. Further, actions taken with respect
to tax-related matters by associations such as the Organisation for Economic
Co-operation and Development and the European Commission could influence tax
policy in countries in which we operate. Modifications to U.S. and foreign tax
laws or regulations are frequently enacted and could result in material impacts
to our results of operations and financial position.
Acquisitions
We strategically invest in external research and technologies that we believe to
complement and strengthen our own efforts. These investments can take many
forms, including licensing arrangements, collaborations, and acquisitions. We
view our business development activity as an important way to achieve our
strategies, as we seek to bolster our pipeline and enhance shareholder value. We
continue to evaluate business development transactions that have the potential
to strengthen our business.
In February 2019, we acquired all shares of Loxo for a purchase price of $6.92
billion, net of cash acquired. Under the terms of the agreement, we acquired a
pipeline of investigational medicines, including selpercatinib (LOXO-292), an
oral RET inhibitor that has been granted Breakthrough Therapy designation by the
FDA, and LOXO-305, an oral BTK inhibitor.
On January 10, 2020, we announced an agreement to acquire Dermira, Inc. for a
purchase price of $18.75 per share, or approximately $1.1 billion.The
acquisition will expand our immunology pipeline with the addition of
lebrikizumab, a novel, investigational, monoclonal antibody designed to bind
IL-13 with high affinity that is being evaluated in a Phase III clinical
development program for the treatment of moderate-to-severe atopic dermatitis.
Lebrikizumab was granted Fast Track designation from the FDA. The FDA's fast
track designation is designed to expedite the development and review of new
therapies to treat serious conditions and address unmet medical needs.The
acquisition will also expand our portfolio of marketed dermatology medicines
with the addition of Qbrexza® (glycopyrronium) cloth, a medicated cloth approved
by the FDA for the topical treatment of primary axillary hyperhidrosis
(uncontrolled excessive underarm sweating). The transaction is not subject to
any financing condition and is expected to close by the end of the first quarter
of 2020, subject to customary closing conditions, including receipt of required
regulatory approvals and the tender of a majority of the outstanding shares of
Dermira's common stock.
See Note 3 to the consolidated financial statements for further discussion
regarding our recent acquisitions.


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Operating Results-2019
Revenue
The following table summarizes our revenue activity by region:
                    Year Ended
                   December 31,
                2019          2018       Percent Change
U.S.(1)      $ 12,722.6    $ 12,391.9          3
Outside U.S.    9,596.8       9,101.4          5
Revenue      $ 22,319.5    $ 21,493.3          4


Numbers may not add due to rounding.
(1) U.S. revenue includes revenue in Puerto Rico.
The following are components of the change in revenue compared with the prior
year:
                                 2019 vs. 2018
                        U.S.  Outside U.S.  Consolidated
Volume                   6  %     10  %          8  %
Price                   (3 )%     (1 )%         (3 )%

Foreign exchange rates - % (3 )% (1 )% Percent change

           3  %      5  %          4  %


Numbers may not add due to rounding.
In the U.S., the revenue increase in 2019 was driven by increased volume for
Trulicity®, Taltz®, Verzenio®, Jardiance®, Emgality, and Basaglar®. The increase
in revenue was partially offset by decreased volume for products that have lost
exclusivity, primarily Cialis, lower volume for Forteo, and the impact from the
product withdrawal of Lartruvo®. Additionally, the increase in revenue was
partially offset by lower realized prices for several products, primarily
Trulicity.
Outside the U.S., the revenue increase in 2019 was primarily driven by increased
volume for Trulicity, Olumiant®, Taltz, and Jardiance. The increase in revenue
was partially offset by the unfavorable impact of foreign exchange rates and, to
a lesser extent, lower realized prices.

                                                                            

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The following table summarizes our revenue activity in 2019 compared with 2018:
                                      Year Ended
                                     December 31,
                                  2019                          2018
Product          U.S.(1)      Outside U.S.        Total         Total      Percent Change
Trulicity      $  3,155.2    $        972.7    $  4,127.8    $  3,199.1          29
Humalog(2)        1,669.7           1,151.0       2,820.7       2,996.5         (6)
Alimta            1,219.5             896.4       2,115.8       2,132.9         (1)
Forteo              645.5             759.1       1,404.7       1,575.6         (11)
Taltz             1,016.8             349.6       1,366.4         937.5          46
Humulin®            879.7             410.4       1,290.1       1,331.4         (3)
Basaglar            876.2             236.3       1,112.6         801.2          39
Jardiance(3)        565.9             378.3         944.2         658.3          43
Cyramza®            335.3             589.9         925.1         821.4          13
Cialis              231.7             658.8         890.5       1,851.8         (52)
Cymbalta®            49.6             675.8         725.4         708.0          2
Trajenta®(4)        224.8             365.8         590.6         574.7          3
Verzenio            454.8             124.9         579.7         255.0          NM
Erbitux®            487.9              55.4         543.4         635.3         (14)
Olumiant             42.2             384.7         426.9         202.5          NM
Zyprexa®             41.0             377.6         418.7         471.3         (11)
Strattera            30.8             211.7         242.5         450.8         (46)
Emgality            154.9               7.7         162.5           4.9          NM
Other products      641.1             990.7       1,631.9       1,885.1         (13)
Revenue        $ 12,722.6    $      9,596.8    $ 22,319.5    $ 21,493.3          4


Numbers may not add due to rounding.
NM - Not meaningful
(1)  U.S. revenue includes revenue in Puerto Rico.


(2) Humalog revenue includes insulin lispro.
(3)  Jardiance revenue includes Glyxambi® and Synjardy®.


(4) Trajenta revenue includes Jentadueto®.




Revenue of Trulicity, a treatment for type 2 diabetes, increased 25 percent in
the U.S., driven by higher demand, partially offset by lower realized prices.
Revenue outside the U.S. increased 42 percent primarily driven by increased
volume, partially offset by the unfavorable impact of foreign exchange rates
and, to a lesser extent, lower realized prices.
Revenue of Humalog, an injectable human insulin analog for the treatment of
diabetes, decreased 7 percent in the U.S., primarily driven by lower realized
prices and decreased demand. Revenue outside the U.S. decreased 5 percent,
primarily driven by the unfavorable impact of foreign exchange rates. Included
in the revenue of Humalog in the U.S. is our own insulin lispro authorized
generic, which was launched in the second quarter of 2019 in order to lower
out-of-pocket costs for patients. A competitor launched a similar version of
insulin lispro in certain European markets in 2017 and in the U.S. in the second
quarter of 2018. While it is difficult to estimate the severity of the impact of
similar insulin lispro products entering the market, we do not expect and have
not experienced a rapid severe decline in revenue. However, due to the impact of
competition and due to pricing pressure in the U.S. and some international
markets, we expect some price decline and loss of market share to continue over
time.

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Revenue of Alimta, a treatment for various cancers, increased 8 percent in the
U.S., driven by increased demand, partially offset by lower realized prices.
Revenue outside the U.S. decreased 11 percent, driven by lower realized prices,
and to a lesser extent, the unfavorable impact of foreign exchange rates and
lower volume resulting from the entry of generic pemetrexed in Germany. We have
faced and remain exposed to generic entry in multiple countries, which has
eroded revenue and is likely to continue to erode revenue in those countries
from current levels.
Revenue of Forteo, an injectable treatment for osteoporosis in postmenopausal
women and men at high risk for fracture and for glucocorticoid-induced
osteoporosis in men and postmenopausal women, decreased 15 percent in the U.S.,
primarily driven by decreased demand. Revenue outside the U.S. decreased 7
percent, driven by decreased volume and, to a lesser extent, the unfavorable
impact of foreign exchange rates and lower realized prices. We expect further
volume decline as a result of competitive dynamics in the U.S. and the entry of
generic and biosimilar competition following the loss of patent exclusivity in
the third quarter of 2019 in the U.S., Japan, and major European markets. See
"Executive Overview - Other Matters - Patent Matters" for more information.
Revenue of Taltz, a treatment for moderate-to-severe plaque psoriasis, active
psoriatic arthritis, and ankylosing spondylitis, increased 38 percent in the
U.S., primarily driven by increased demand, partially offset by lower realized
prices. Revenue outside the U.S. increased 76 percent, driven by increased
volume from recent launches, partially offset by the unfavorable impact of
foreign exchange rates.
Revenue of Humulin, an injectable human insulin for the treatment of diabetes,
decreased 3 percent in the U.S., driven by lower realized prices, partially
offset by increased volume. Revenue outside the U.S. decreased 3 percent,
primarily driven by the unfavorable impact of foreign exchange rates, partially
offset by increased volume and, to a lesser extent, higher realized prices.
Revenue of Basaglar, a long-acting human insulin analog for the treatment of
diabetes, increased 41 percent in the U.S., driven by higher realized prices and
increased demand. Revenue outside the U.S. increased 32 percent driven by
increased volume, partially offset by the unfavorable impact of foreign exchange
rates and, to a lesser extent, lower realized prices.
Revenue of Jardiance, a treatment for type 2 diabetes and to reduce the risk of
cardiovascular death in adult patients with type 2 diabetes and established
cardiovascular disease, increased 41 percent in the U.S., driven by increased
demand. Revenue outside the U.S. increased 47 percent, primarily driven by
increased volume, partially offset by the unfavorable impact of foreign exchange
rates.
Revenue of Cyramza, a treatment for various cancers, increased 15 percent in the
U.S., driven by increased demand and, to a lesser extent, higher realized
prices. Revenue outside the U.S. increased 11 percent, primarily due to
increased volume, partially offset by the unfavorable impact of foreign exchange
rates and lower realized prices.
Revenue of Cialis, a treatment for erectile dysfunction and benign prostatic
hyperplasia, decreased 79 percent in the U.S., driven by decreased demand due to
generic competition. Revenue outside the U.S. decreased 9 percent, driven by the
unfavorable impact of foreign exchange rates, lower volume due to the loss of
exclusivity in Europe and, to a lesser extent, lower realized prices. We lost
our compound patent protection for Cialis in major European markets in November
2017 and U.S. exclusivity ended in late September 2018. We have faced and remain
exposed to generic competition following the loss of exclusivity, which has
eroded revenue and is likely to continue to rapidly and severely erode revenue
from current levels. See "Results of Operations - Executive Overview - Other
Matters - Patent Matters" for more information.
Gross Margin, Costs, and Expenses
Gross margin as a percent of total revenue was 78.8 percent in 2019, an increase
of 0.6 percentage points compared with 2018, primarily due to the favorable
impact of foreign exchange rates on international inventories sold and lower
intangibles amortization expense, partially offset by unfavorable product mix,
the impact of lower realized prices on revenue, and charges resulting from the
product withdrawal of Lartruvo.
Research and development expenses increased 11 percent to $5.60 billion in 2019
driven by higher late-stage development expenses.
Marketing, selling, and administrative expenses increased 4 percent to $6.21
billion in 2019 primarily due to increased marketing expenses for recently
launched products, partially offset by lower expenses for late life-cycle
products.

                                                                            

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We recognized acquired IPR&D charges of $239.6 million in 2019 resulting from
business development transactions with AC Immune, Centrexion, ImmuNext, and
Avidity. In 2018, we recognized acquired IPR&D charges of $1.98 billion
primarily related to the acquisition of ARMO and the collaboration with Dicerna.
We recognized asset impairment, restructuring, and other special charges of
$575.6 million in 2019. The charges were primarily associated with the
accelerated vesting of Loxo employee equity awards as part of the closing of the
acquisition of Loxo, and, to a lesser extent, the charges associated with the
decision to close and sell a research and development facility located in the
U.K. In 2018, we recognized $266.9 million of asset impairment, restructuring,
and other special charges primarily associated with asset impairments related to
the sale of the Posilac (rbST) brand and the related sale of the Augusta,
Georgia manufacturing site and with expenses associated with efforts to reduce
our cost structure.
Other-net, (income) expense was income of $291.6 million in 2019 compared to
income of $145.6 million in 2018 primarily driven by higher net gains on
investment securities and the gain on the sale of the company's antibiotics
business in China, partially offset by the charge related to the repurchase of
debt and higher net interest expense.
Our effective tax rate was 11.9 percent in 2019, compared with 14.4 percent in
2018. The higher effective tax rate in 2018 was primarily due to non-deductible
acquired IPR&D charges.
Operating Results-2018
Financial Results
The following table summarizes our key operating results:
                                                          Year Ended
                                                         December 31,
                                                      2018           2017       Percent Change
Revenue                                           $ 21,493.3     $ 19,973.8           8
Gross margin                                        16,811.6       15,526.1           8
Gross margin as a percent of revenue                    78.2 %         77.7 %
Operating expense                                 $ 11,026.3     $ 11,078.6

-

Acquired in-process research and development 1,983.9 1,112.6

78


Asset impairment, restructuring, and other
special charges                                        266.9        1,331.6          (80)
Income before income taxes                           3,680.1        2,304.8           60
Income taxes                                           529.5        2,391.2          (78)

Net income (loss) from continuing operations 3,150.6 (86.4 ) NM Net income (loss)

                                    3,232.0         (204.1 )         NM
Earnings (loss) per share from continuing
operations                                              3.05          (0.08 )         NM
Earnings (loss) per share                               3.13          (0.19 )         NM


NM - not meaningful
Revenue increased in 2018 driven by increased volume and, to a lesser extent,
the favorable impact of foreign exchange rates, partially offset by lower
realized prices. The increases in net income and EPS in 2018 were driven by
lower income taxes, higher gross margin, and lower asset impairment,
restructuring, and other special charges, partially offset by higher acquired
IPR&D charges.

40

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Certain items affect the comparisons of our 2018 and 2017 results. The 2018 highlighted items are summarized in the "Results of Operations - Executive Overview" section. The 2017 highlighted items are summarized as follows: Acquired IPR&D (Note 3 to the consolidated financial statements) • We recognized acquired IPR&D charges of $1.11 billion primarily related to

the acquisition of CoLucid Pharmaceuticals, Inc. (CoLucid).

Asset Impairment, Restructuring, and Other Special Charges (Note 5 to the consolidated financial statements) • We recognized charges of $1.33 billion primarily associated with efforts

to reduce our cost structure, including the U.S. voluntary early

retirement program.

Income Taxes (Note 14 to the consolidated financial statements) • We recognized a provisional tax expense of $1.91 billion due to the Tax

Cuts and Jobs Act (2017 Tax Act).

Revenue

The following table summarizes our revenue activity by region:


                    Year Ended
                   December 31,
                2018          2017       Percent Change
U.S. (1)     $ 12,391.9    $ 11,414.4          9
Outside U.S.    9,101.4       8,559.4          6
Revenue      $ 21,493.3    $ 19,973.8          8


Numbers may not add due to rounding.
(1) U.S. revenue includes revenue in Puerto Rico.
The following are components of the change in revenue in 2018 compared with
2017:
                                 2018 vs. 2017
                        U.S.  Outside U.S.  Consolidated
Volume                   9  %      8  %          9  %
Price                   (1 )%     (4 )%         (2 )%

Foreign exchange rates - % 2 % 1 % Percent change

           9  %      6  %          8  %


Numbers may not add due to rounding.
In the U.S., the revenue increase in 2018 was driven by increased volume for
newer products, including Trulicity, Basaglar, Taltz, Verzenio, and Jardiance.
The increase in revenue was partially offset by decreased volume for products
that have lost exclusivity, including Cialis, Effient, and Strattera, as well as
lower realized prices for several products, including Trulicity, Basaglar,
Forteo, and Taltz.
Outside the U.S., the revenue increase in 2018 was due to increased volume for
several newer products, primarily driven by Trulicity, Olumiant, and Taltz and,
to a lesser extent, the favorable impact of foreign exchange rates. The increase
in revenue was partially offset by lower realized prices for several products.

                                                                            

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The following table summarizes our revenue activity in 2018 compared with 2017:
                                      Year Ended
                                     December 31,
                                  2018                          2017
Product          U.S.(1)      Outside U.S.        Total         Total       Percent Change
Trulicity      $  2,515.8    $        683.3    $  3,199.1    $  2,029.8             58
Humalog           1,787.8           1,208.7       2,996.5       2,865.2              5
Alimta            1,131.0           1,001.9       2,132.9       2,062.5              3
Cialis            1,129.2             722.7       1,851.8       2,323.1            (20 )
Forteo              757.9             817.7       1,575.6       1,749.0            (10 )
Humulin             910.2             421.2       1,331.4       1,335.4              -
Taltz               738.7             198.7         937.5         559.2             68
Cyramza             291.5             529.9         821.4         758.3              8
Basaglar            622.8             178.5         801.2         432.1             85
Cymbalta             54.3             653.7         708.0         757.2             (6 )
Jardiance(2)        400.2             258.1         658.3         447.5             47
Erbitux             531.6             103.8         635.3         645.9             (2 )
Trajenta(3)         224.2             350.5         574.7         537.9              7
Zyprexa              36.2             435.1         471.3         581.2            (19 )
Strattera            89.7             361.1         450.8         618.2            (27 )
Other products    1,170.8           1,176.5       2,347.5       2,271.3              3
Revenue        $ 12,391.9    $      9,101.4    $ 21,493.3    $ 19,973.8              8


Numbers may not add due to rounding.
(1) U.S. revenue includes revenue in Puerto Rico.
(2) Jardiance revenue includes Glyxambi and Synjardy.
(3) Trajenta revenue includes Jentadueto.
Revenue of Trulicity increased 56 percent in the U.S., driven by higher demand.
Revenue outside the U.S. increased 63 percent primarily driven by increased
volume and, to a lesser extent, the favorable impact of foreign exchange rates,
partially offset by lower realized prices.
Revenue of Humalog increased 4 percent in the U.S., primarily driven by
increased demand and, to a lesser extent, higher realized prices due to changes
in estimates to rebates and discounts. Revenue outside the U.S. increased 5
percent, driven by increased volume and, to a lesser extent, the favorable
impact of foreign exchange rates, partially offset by lower realized prices.
Revenue of Alimta increased 9 percent in the U.S., driven by increased demand
and higher realized prices. Revenue outside the U.S. decreased 3 percent, driven
by lower volume due to competitive pressure and the loss of exclusivity in
certain European countries, including Germany, and lower realized prices,
partially offset by the favorable impact of foreign exchange rates.
Revenue of Cialis decreased 17 percent in the U.S., driven by decreased demand
primarily due to the entry of generic tadalafil, partially offset by higher
realized prices. Revenue outside the U.S. decreased 25 percent, driven by the
loss of exclusivity in Europe.
Revenue of Forteo decreased 21 percent in the U.S., driven by decreased demand,
and, to a lesser extent, lower realized prices. Revenue outside the U.S.
increased 4 percent, driven by increased volume and the favorable impact of
foreign exchange rates, partially offset by lower realized prices.
Revenue of Humulin increased 3 percent in the U.S., driven by increased volume,
partially offset by lower realized prices primarily due to changes in segment
mix and, to a lesser extent, the impact of patient affordability programs.
Revenue outside the U.S. decreased 7 percent, primarily driven by decreased
volume and, to a lesser extent, lower realized prices.

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Revenue of Taltz increased 52 percent in the U.S., primarily driven by increased
demand, partially offset by lower realized prices. Revenue outside the U.S.
increased $125.6 million, driven by increased volume from recent launches,
partially offset by lower realized prices.
Revenue of Cyramza increased 5 percent in the U.S., driven by increased demand
and, to a lesser extent, higher realized prices. Revenue outside the U.S.
increased 10 percent, primarily due to increased volume and, to a lesser extent,
the favorable impact of foreign exchange rates, partially offset by lower
realized prices.
Revenue of Basaglar increased $311.7 million in the U.S., driven by increased
demand, partially offset by lower realized prices due to increased volume in
Medicare Part D. Revenue outside the U.S. increased $57.5 million primarily
driven by increased volume.
Revenue of Cymbalta, a treatment for major depressive disorder, diabetic
peripheral neuropathic pain, generalized anxiety disorder, chronic
musculoskeletal pain, and the management of fibromyalgia, decreased 53 percent
in the U.S. driven by decreased volume, partially offset by higher realized
prices. Revenue outside the U.S. increased 2 percent, driven by increased volume
in Japan.
Gross Margin, Costs, and Expenses
Gross margin as a percent of total revenue was 78.2 percent in 2018, an increase
of 0.5 percentage points compared with 2017, primarily due to manufacturing
efficiencies and lower amortization expenses, offset by the impact of foreign
exchange rates on international inventories sold, the timing of manufacturing
production, and the negative impact of price on revenue.
Research and development expenses decreased 1 percent to $5.05 billion in 2018
driven by lower development expenses for lanabecestat, partially offset by
higher expenses for other late-stage assets.
Marketing, selling, and administrative expenses remained flat in 2018 compared
to 2017.
Both research and development expenses and marketing, selling, and
administrative expenses benefited during 2018 from actions taken to reduce our
cost structure.
We recognized acquired IPR&D charges of $1.98 billion in 2018 primarily related
to the acquisition of ARMO and the collaboration with Dicerna. In 2017, we
recognized acquired IPR&D charges of $1.11 billion primarily related to the
acquisition of CoLucid.
We recognized asset impairment, restructuring, and other special charges of
$266.9 million in 2018. The charges are primarily associated with asset
impairments related to the sale of the Posilac (rbST) brand and the related sale
of the Augusta, Georgia manufacturing site and with expenses associated with
efforts to reduce our cost structure. In 2017, we recognized $1.33 billion of
asset impairment, restructuring, and other special charges primarily associated
with efforts to reduce our cost structure, including the U.S. voluntary early
retirement program, and asset impairments related to lower projected revenue for
Posilac (rbST).
Other-net, (income) expense was income of $145.6 million in 2018 compared to
income of $301.5 million in 2017 driven by lower net gains on sales of
investments.
During 2018, we recorded income tax expense of $529.5 million while earning
$3.68 billion of income before income taxes. We recognized $313.3 million of
income tax benefit primarily due to measurement period adjustments to the Toll
Tax and GILTI. During 2017, we recorded income tax expense of $2.40 billion,
which included a provisional tax charge of $1.91 billion, despite earning $2.30
billion of income before income taxes. The provisional tax charge was a result
of the 2017 Tax Act, including the Toll Tax.

                                                                            

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FINANCIAL CONDITION
Cash and cash equivalents decreased to $2.34 billion as of December 31, 2019,
compared with $7.32 billion at December 31, 2018. Net cash provided by operating
activities was $4.84 billion in 2019, compared with $5.52 billion in 2018. Net
cash provided by operating activities in 2019 included approximately $360
million of cash paid to settle the accelerated vesting of Loxo employee equity
awards (see Note 5 to the consolidated financial statements). Net cash provided
by operating activities in 2018 included approximately $500 million of net cash
provided by operating activities related to our discontinued operations (See
Note 19 to the consolidated financial statements). Refer to the consolidated
statements of cash flows for additional details on the significant sources and
uses of cash for the years ended December 31, 2019 and 2018.
In addition to our cash and cash equivalents, we held total investments of $2.06
billion and $2.09 billion as of December 31, 2019 and 2018, respectively. See
Note 7 to the consolidated financial statements for additional details.
In February 2019, we completed our acquisition of Loxo for $235 per share or
approximately $6.9 billion, which was funded through a mixture of cash and debt.
See Note 3 to the consolidated financial statements for additional information.
As of December 31, 2019, total debt was $15.32 billion, an increase of $5.02
billion compared with $10.30 billion at December 31, 2018. The increase
primarily related to the net proceeds of $4.45 billion from the issuance of
senior notes in February 2019. The proceeds from these notes were used to repay
commercial paper that was issued in connection with the acquisition of Loxo and
for general corporate purposes. See Note 11 to the consolidated financial
statements for additional details.
As of December 31, 2019, we had a total of $5.21 billion of unused committed
bank credit facilities, $5.00 billion of which is available to support our
commercial paper program. See Note 11 to the consolidated financial statements
for additional details. We believe that amounts accessible through existing
commercial paper markets should be adequate to fund any short-term borrowing
needs.
For the 134th consecutive year, we distributed dividends to our shareholders.
Dividends of $2.58 per share and $2.25 per share were paid in 2019 and 2018,
respectively. In the fourth quarter of 2019, effective for the dividend to be
paid in the first quarter of 2020, the quarterly dividend was increased to $0.74
per share, resulting in an indicated annual rate for 2020 of $2.96 per share.
Capital expenditures of $1.03 billion during 2019, compared to $1.21 billion in
2018.
In 2019, we repurchased $4.40 billion of shares under our $8.00 billion share
repurchase program authorized in June 2018. As of December 31, 2019, we had
$1.50 billion remaining under this program. See Note 13 to the consolidated
financial statements for additional details.
On March 11, 2019, we completed the disposition of our remaining 80.2 percent
ownership of Elanco common stock through a tax-free exchange offer, which
resulted in a reduction in shares of our common stock outstanding by
approximately 65 million as of that date.
In January 2020, we announced an agreement to acquire Dermira, Inc.
for $18.75 per share, or approximately $1.1 billion. The acquisition will be
funded through cash on hand and the issuance of commercial paper. See Note 3 to
the consolidated financial statements for additional information.
See "Results of Operations - Executive Overview - Other Matters - Patent
Matters" for information regarding recent and upcoming losses of patent
protection.
We believe cash provided by operating activities, along with available cash and
cash equivalents, should be sufficient to fund our normal operating needs,
including installment payments of the Toll Tax, dividends paid to shareholders,
share repurchases, and capital expenditures.
Both domestically and abroad, we continue to monitor the potential impacts of
the economic environment; the creditworthiness of our wholesalers and other
customers, including foreign government-backed agencies and suppliers; the
uncertain impact of health care legislation; and various international
government funding levels.
In the normal course of business, our operations are exposed to fluctuations in
interest rates and currency values. These fluctuations can vary the costs of
financing, investing, and operating. We seek to address a portion of these risks
through a controlled program of risk management that includes the use of
derivative financial instruments. The objective of this risk management program
is to limit the impact on earnings of fluctuations in interest and currency
exchange rates. All derivative activities are for purposes other than trading.

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Our primary interest rate risk exposure results from changes in short-term U.S.
dollar interest rates. In an effort to manage interest rate exposures, we strive
to achieve an acceptable balance between fixed and floating rate debt positions
and may enter into interest rate derivatives to help maintain that balance.
Based on our overall interest rate exposure at December 31, 2019 and 2018,
including derivatives and other interest rate risk-sensitive instruments, a
hypothetical 10 percent change in interest rates applied to the fair value of
the instruments as of December 31, 2019 and 2018, respectively, would not have a
material impact on earnings, cash flows, or fair values of interest rate
risk-sensitive instruments over a one-year period.
Our foreign currency risk exposure results from fluctuating currency exchange
rates, primarily the U.S. dollar against the euro and Japanese yen. We face
foreign currency exchange exposures when we enter into transactions arising from
subsidiary trade and loan payables and receivables denominated in foreign
currencies. We also face currency exposure that arises from translating the
results of our global operations to the U.S. dollar at exchange rates that have
fluctuated from the beginning of the period. We may enter into foreign currency
forward or option derivative contracts to reduce the effect of fluctuating
currency exchange rates (principally the euro and the Japanese yen). Our
corporate risk-management policy outlines the minimum and maximum hedge coverage
of such exposures. Gains and losses on these derivative contracts offset, in
part, the impact of currency fluctuations on the existing assets and
liabilities. We periodically analyze the fair values of the outstanding foreign
currency derivative contracts to determine their sensitivity to changes in
foreign exchange rates. A hypothetical 10 percent change in exchange rates
(primarily against the U.S. dollar) applied to the fair values of our
outstanding foreign currency derivative contracts as of December 31, 2019 and
2018, would not have a material impact on earnings, cash flows, or financial
position over a one-year period. This sensitivity analysis does not consider the
impact that hypothetical changes in exchange rates would have on the underlying
foreign currency denominated transactions.
Off-Balance Sheet Arrangements and Contractual Obligations
We have no off-balance sheet arrangements that have a material current effect or
that are reasonably likely to have a material future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures, or capital resources. We acquire
and collaborate on potential products still in development and enter into
research and development arrangements with third parties that often require
milestone and royalty payments to the third party contingent upon the occurrence
of certain future events linked to the success of the asset in development.
Milestone payments may be required contingent upon the successful achievement of
an important point in the development life cycle of the pharmaceutical product
(e.g., approval for marketing by the appropriate regulatory agency or upon the
achievement of certain sales levels). If required by the arrangement, we may
make royalty payments based upon a percentage of the sales of the product in the
event that regulatory approval for marketing is obtained. Because of the
contingent nature of these payments, they are not included in the table of
contractual obligations below.
Individually, these arrangements are generally not material in any one annual
reporting period. However, if milestones for multiple products covered by these
arrangements were reached in the same reporting period, the aggregate charge to
expense or aggregate milestone payments made could be material to our results of
operations or cash flows, respectively, in that period. See Note 4 to the
consolidated financial statements for additional details. These arrangements
often give us the discretion to unilaterally terminate development of the
product, which would allow us to avoid making the contingent payments; however,
we are unlikely to cease development if the compound successfully achieves
milestone objectives. We also note that, from a business perspective, we view
these payments as positive because they signify that the product is successfully
moving through development and is now generating or is more likely to generate
cash flows from sales of products.

                                                                            

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Our current noncancelable contractual obligations that will require future cash payments were as follows as of December 31, 2019:


                                                         Payments Due by Period
                                                 Less Than         1-3           3-5        More Than
(Dollars in millions)               Total          1 Year         Years         Years        5 Years
Long-term debt, including
interest payments(1)             $ 20,934.9     $    382.2     $ 2,173.8     $ 1,381.3     $ 16,997.6
Finance lease obligations              19.0            7.0           8.8           3.2              -
Operating lease liabilities           720.4          138.1         193.3         116.3          272.7
Purchase obligations(2)            15,897.1       15,452.8         239.6         204.7              -
2017 Tax Act Toll Tax(3)            2,630.0          225.3         507.4       1,109.9          787.4
Other long-term liabilities
reflected on our balance
sheet(4)                            1,800.1              -         421.2         193.8        1,185.1
Total                            $ 42,001.5     $ 16,205.4     $ 3,544.1     $ 3,009.2     $ 19,242.8


(1) Our long-term debt obligations include both our expected principal and
interest obligations and our interest rate swaps. We used the interest rate
forward curve at December 31, 2019, to compute the amount of the contractual
obligation for interest on the variable rate debt instruments and swaps.
(2) We have included the following:
•       Purchase obligations consisting primarily of all open purchase orders as

of December 31, 2019. Some of these purchase orders may be cancelable;


        however, for purposes of this disclosure, we have not distinguished
        between cancelable and noncancelable purchase obligations.

• Contractual payment obligations with each of our significant vendors,

which are noncancelable and are not contingent.




(3) The 2017 Tax Act provided an election to taxpayers subject to the Toll Tax
to make payments over an eight-year period. We made this election; therefore, we
have included future Toll Tax payments accordingly.
(4) We have included long-term liabilities consisting primarily of our
nonqualified supplemental pension funding requirements and other post-employment
benefit liabilities. We excluded long-term income taxes payable of $1.20
billion, because we cannot reasonably estimate the timing of future cash
outflows associated with those liabilities.
The contractual obligations table is as of December 31, 2019. We expect the
amount of these obligations to change materially over time as new contracts are
initiated and existing contracts are completed, terminated, or modified.
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES
In preparing our financial statements in accordance with accounting principles
generally accepted in the U.S. (GAAP), we must often make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues,
expenses, and related disclosures. Some of those judgments can be subjective and
complex, and consequently actual results could differ from those estimates. For
any given individual estimate or assumption we make, it is possible that other
people applying reasonable judgment to the same facts and circumstances could
develop different estimates. We believe that, given current facts and
circumstances, it is unlikely that applying any such other reasonable judgment
would cause a material adverse effect on our consolidated results of operations,
financial position, or liquidity for the periods presented in this report. Our
most critical accounting estimates have been discussed with our audit committee
and are described below.
Revenue Recognition and Sales Return, Rebate, and Discount Accruals
We recognize revenue primarily from two different types of contracts, product
sales to customers (net product revenue) and collaborations and other
arrangements. For product sales to customers, provisions for returns, rebate and
discounts are established in the same period the related product sales are
recognized. To determine the appropriate transaction price for our product sales
at the time we recognize a sale to a direct customer, we estimate any rebates or
discounts that ultimately will be due to the direct customer and other customers
in the distribution chain under the terms of our contracts. Significant
judgments are required in making these estimates. The largest of our sales
rebate and discount amounts are rebates associated with sales covered by managed
care, Medicare, Medicaid, and chargeback contracts in the U.S. In determining
the appropriate accrual amount, we consider our historical rebate payments for
these programs by product as a percentage of our historical sales as well as any
significant changes in sales trends (e.g., patent expiries and product
launches), an evaluation of the current contracts for these programs, the
percentage of our products that are sold via these programs, and our product
pricing.

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Refer to Note 2 to the consolidated financial statements for further information
on revenue recognition and sales return, rebate, and discount accruals.
Revenue recognized from collaborations and other arrangements will include our
share of profits from the collaboration, as well as royalties, upfront and
milestone payments we receive under these types of contracts.
Financial Statement Impact
We believe that our accruals for sales returns, rebates, and discounts are
reasonable and appropriate based on current facts and circumstances. Our global
rebate and discount liabilities are included in sales rebates and discounts on
our consolidated balance sheet. Our global sales return liability is included in
other current liabilities and other noncurrent liabilities on our consolidated
balance sheet. As of December 31, 2019, a 5 percent change in our global sales
return, rebate, and discount liability would have led to an approximate $270
million effect on our income before income taxes.
The portion of our global sales return, rebate, and discount liability resulting
from sales of our products in the U.S. was approximately 90 percent as of
December 31, 2019 and 2018.
The following represents a roll-forward of our most significant U.S. sales
return, rebate, and discount liability balances, including managed care,
Medicare, and Medicaid:
(Dollars in millions)                                                 2019  

2018


Sales return, rebate, and discount liabilities, beginning of year $  4,670.9     $  4,134.0
Reduction of net sales(1)                                           15,490.2       13,424.9
Cash payments                                                     

(15,525.6 ) (12,888.0 ) Sales return, rebate, and discount liabilities, end of year $ 4,635.5 $ 4,670.9




(1) Adjustments of the estimates for these returns, rebates, and discounts to
actual results were approximately 1 percent of consolidated net sales for each
of the years presented.
Product Litigation Liabilities and Other Contingencies
Background and Uncertainties
Product litigation liabilities and other contingencies are, by their nature,
uncertain and based upon complex judgments and probabilities. The factors we
consider in developing our product litigation liability reserves and other
contingent liability amounts include the merits and jurisdiction of the
litigation, the nature and the number of other similar current and past matters,
the nature of the product and the current assessment of the science subject to
the litigation, and the likelihood of settlement and current state of settlement
discussions, if any. In addition, we accrue for certain product liability claims
incurred, but not filed, to the extent we can formulate a reasonable estimate of
their costs based primarily on historical claims experience and data regarding
product usage. We accrue legal defense costs expected to be incurred in
connection with significant product liability contingencies when both probable
and reasonably estimable.
We also consider the insurance coverage we have to diminish the exposure for
periods covered by insurance. In assessing our insurance coverage, we consider
the policy coverage limits and exclusions, the potential for denial of coverage
by the insurance company, the financial condition of the insurers, and the
possibility of and length of time for collection. Due to a very restrictive
market for product liability insurance, we are self-insured for product
liability losses for all our currently marketed products. In addition to
insurance coverage, we consider any third-party indemnification to which we are
entitled or under which we are obligated. With respect to our third-party
indemnification rights, these considerations include the nature of the
indemnification, the financial condition of the indemnifying party, and the
possibility of and length of time for collection.
The litigation accruals and environmental liabilities and the related estimated
insurance recoverables have been reflected on a gross basis as liabilities and
assets, respectively, on our consolidated balance sheets.
Acquisitions
Background and Uncertainties
To determine whether acquisitions or licensing transactions should be accounted
for as a business combination or as an asset acquisition, we make certain
judgments, which include assessing whether the acquired set of activities and
assets would meet the definition of a business under the relevant accounting
rules.

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If the acquired set of activities and assets meets the definition of a business,
assets acquired and liabilities assumed are required to be recorded at their
respective fair values as of the acquisition date. The excess of the purchase
price over the fair value of the acquired net assets, where applicable, is
recorded as goodwill. If the acquired set of activities and assets does not meet
the definition of a business, the transaction is recorded as an acquisition of
assets and, therefore, any acquired IPR&D that does not have an alternative
future use is charged to expense at the acquisition date, and goodwill is not
recorded. Refer to Note 3 to the consolidated financial statements for
additional information.
The judgments made in determining estimated fair values assigned to assets
acquired and liabilities assumed in a business combination, as well as estimated
asset lives, can materially affect our consolidated results of operations. The
fair values of intangible assets, including acquired IPR&D, are determined using
information available near the acquisition date based on estimates and
assumptions that are deemed reasonable by management. Significant estimates and
assumptions include, but are not limited to, probability of technical success,
revenue growth and discount rate. Depending on the facts and circumstances, we
may deem it necessary to engage an independent valuation expert to assist in
valuing significant assets and liabilities.
The fair values of identifiable intangible assets are primarily determined using
an "income method," as described in Note 8 to the consolidated financial
statements.
Impairment of Indefinite-Lived and Long-Lived Assets
Background and Uncertainties
We review the carrying value of long-lived assets (both intangible and tangible)
for potential impairment on a periodic basis and whenever events or changes in
circumstances indicate the carrying value of an asset (or asset group) may not
be recoverable. We identify impairment by comparing the projected undiscounted
cash flows to be generated by the asset (or asset group) to its carrying value.
If an impairment is identified, a loss is recorded equal to the excess of the
asset's net book value over its fair value, and the cost basis is adjusted.
Goodwill and indefinite-lived intangible assets are reviewed for impairment at
least annually, or more frequently if impairment indicators are present, by
first assessing qualitative factors to determine whether it is more likely than
not that the fair value of the intangible asset is less than its carrying
amount. If we conclude it is more likely than not that the fair value is less
than the carrying amount, a quantitative test that compares the fair value of
the intangible asset to its carrying value is performed to determine the amount
of any impairment.
Several methods may be used to determine the estimated fair value of acquired
IPR&D, all of which require multiple assumptions. We utilize the "income
method," as described in Note 8 to the consolidated financial statements.
For acquired IPR&D assets, the risk of failure has been factored into the fair
value measure and there can be no certainty that these assets ultimately will
yield a successful product, as discussed previously in "Results of Operations -
Executive Overview - Late-Stage Pipeline." The nature of the pharmaceutical
business is high-risk and requires that we invest in a large number of projects
to maintain a successful portfolio of approved products. As such, it is likely
that some acquired IPR&D assets will become impaired in the future.
Estimates of future cash flows, based on what we believe to be reasonable and
supportable assumptions and projections, require management's judgment. Actual
results could vary materially from these estimates.
Retirement Benefits Assumptions
Background and Uncertainties
Defined benefit pension plan and retiree health benefit plan costs include
assumptions for the discount rate, expected return on plan assets, and
retirement age. These assumptions have a significant effect on the amounts
reported. In addition to the analysis below, see Note 15 to the consolidated
financial statements for additional information regarding our retirement
benefits.

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Annually, we evaluate the discount rate and the expected return on plan assets
in our defined benefit pension and retiree health benefit plans. We use an
actuarially determined, plan-specific yield curve of high quality, fixed income
debt instruments to determine the discount rates. In evaluating the expected
return on plan assets, we consider many factors, with a primary analysis of
current and projected market conditions, asset returns and asset allocations
(approximately 70 percent of which are growth investments); and the views of
leading financial advisers and economists. We may also review our historical
assumptions compared with actual results, as well as the discount rates and
expected return on plan assets of other companies, where applicable. In
evaluating our expected retirement age assumption, we consider the retirement
ages of our past employees eligible for pension and medical benefits together
with our expectations of future retirement ages.
Annually, we determine the fair value of the plan assets in our defined benefit
pension and retiree health benefit plans. Approximately 40 percent of our plan
assets are in hedge funds and private equity-like investment funds
(collectively, alternative assets). We value these alternative investments using
significant unobservable inputs or using the net asset value reported by the
counterparty, adjusted as necessary. Inputs include underlying net asset values,
discounted cash flows valuations, comparable market valuations, and adjustments
for currency, credit, liquidity and other risks.
Financial Statement Impact
If the 2019 discount rate for the U.S. defined benefit pension and retiree
health benefit plans (U.S. plans) were to change by a quarter percentage point,
income before income taxes would change by $29.6 million. If the 2019 expected
return on plan assets for U.S. plans were to change by a quarter percentage
point, income before income taxes would change by $26.5 million. If our
assumption regarding the 2019 expected age of future retirees for U.S. plans
were adjusted by one year, our income before income taxes would be affected by
$45.9 million. The U.S. plans, including Puerto Rico, represent approximately 75
percent and 80 percent of the total projected benefit obligation and total plan
assets, respectively, at December 31, 2019.
Adjustments to the fair value of plan assets are not recognized in pension and
retiree health benefit expense in the year that the adjustments occur. Such
changes are deferred, along with other actuarial gains and losses, and are
amortized into expense over the expected remaining service life of employees.
Income Taxes
Background and Uncertainties
We prepare and file tax returns based upon our interpretation of tax laws and
regulations and record estimates based upon these interpretations. In the normal
course of business, our tax returns are subject to examination by various taxing
authorities, which may result in future tax, interest, and penalty assessments.
Inherent uncertainties exist in estimates of many tax positions due to changes
in tax law resulting from legislation and regulation as concluded through the
various jurisdictions' tax court systems. We recognize the tax benefit from an
uncertain tax position only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the
technical merits of the position. The tax benefits recognized in the financial
statements from such a position are measured based on the largest benefit that
has a greater than 50 percent likelihood of being realized upon ultimate
resolution. The amount of unrecognized tax benefits is adjusted for changes in
facts and circumstances. For example, adjustments could result from changes to
existing tax law, the issuance of regulations by the taxing authorities, new
information obtained during a tax examination, or resolution of a tax
examination. We believe our estimates for uncertain tax positions are
appropriate and sufficient to pay assessments that may result from examinations
of our tax returns. We recognize both accrued interest and penalties related to
unrecognized tax benefits in income tax expense.
We have recorded valuation allowances against certain of our deferred tax
assets, primarily those that have been generated from net operating losses and
tax credit carryforwards in certain taxing jurisdictions. In evaluating whether
we would more likely than not recover these deferred tax assets, we have not
assumed any future taxable income or tax planning strategies in the
jurisdictions associated with these carryforwards where history does not support
such an assumption. Implementation of tax planning strategies to recover these
deferred tax assets or future income generation in these jurisdictions could
lead to the reversal of these valuation allowances and a reduction of income tax
expense.

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Financial Statement Impact
As of December 31, 2019, a 5 percent change in the amount of uncertain tax
positions and the valuation allowance would result in a change in net income of
$76.5 million and $30.8 million, respectively.
LEGAL AND REGULATORY MATTERS
Information relating to certain legal proceedings can be found in Note 16 to the
consolidated financial statements and is incorporated here by reference.
FINANCIAL EXPECTATIONS FOR 2020
For the full year of 2020, we expect EPS to be in the range of $6.18 to $6.28,
which includes the anticipated impact of the Dermira acquisition. We anticipate
that total revenue will be between $23.7 billion and $24.2 billion. Revenue
growth is expected to be driven by volume from Trulicity, Taltz, Basaglar,
Jardiance, Verzenio, Cyramza, Olumiant, Emgality, Baqsimi, and the launch of
Reyvow. Revenue growth is expected to be partially offset by lower revenue for
products that have lost patent exclusivity, including the expected entry of
generic competition for Forteo in the U.S. Revenue growth is also expected to be
partially offset by a low-single digit net price decline in the U.S. driven
primarily by rebates and legislated increases to Medicare Part D cost sharing,
patient affordability programs, and net price declines in China, Japan and
Europe.
We anticipate that gross margin as a percent of revenue will be approximately 79
percent in 2020. Research and development expenses are expected to be in the
range of $5.6 billion to $5.9 billion. Marketing, selling, and administrative
expenses are expected to be in the range of $6.2 billion to $6.4 billion.
Other-net, (income) expense is expected to be expense in the range of $100
million to $250 million.
The 2020 effective tax rate is expected to be approximately 15 percent.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk


You can find quantitative and qualitative disclosures about market risk (e.g.,
interest rate risk) at Item 7, "Management's Discussion and Analysis - Financial
Condition." That information is incorporated in this report by reference.


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