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 Item 8, "Financial Statements and
Supplementary Data." Certain statements in this Item 7 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.

COVID-19 Pandemic

In response to the COVID-19 pandemic, we have focused on maintaining a supply of
our medicines; reducing the strain on the medical system; developing treatments
for COVID-19; protecting the health, safety, and well-being of our employees;
supporting our communities; and ensuring affordability of and access to our
medicines, particularly insulin. As part of our response to the COVID-19
pandemic, and at the request of the United States (U.S.) and international
governments, we invested in large-scale manufacturing of COVID-19 antibodies at
risk, in order to ensure rapid access to patients around the world.

The U.S. Food and Drug Administration (FDA) granted Emergency Use Authorizations
(EUA) for bamlanivimab and etesevimab administered together for higher-risk
patients who have been recently diagnosed with mild-to-moderate COVID-19 and for
baricitinib for treatment with or without remdesivir in hospitalized COVID-19
patients. In the third quarter of 2021, the FDA expanded the EUA for
bamlanivimab and etesevimab administered together to include post-exposure
prophylaxis in certain individuals for the prevention of SARS-CoV-2 infection.
We expect that additional revenue from the sale of bamlanivimab and etesevimab
after the first quarter of 2022 will be limited. In February 2022, the FDA
granted an EUA for bebtelovimab for certain high-risk patients who have been
recently diagnosed with mild-to-moderate COVID-19. We have agreed with the U.S.
government to supply up to 600,000 doses of bebtelovimab no later than March 31,
2022 for at least $720 million with an option of 500,000 additional doses no
later than July 31, 2022. The FDA has revised, and may in the future revise, any
EUA for our COVID-19 therapies in response to the prevalence of variants against
which our therapies have varying degrees of efficacy.

The COVID-19 pandemic has, and may continue to, adversely impact our business
and operations. The focus of resources on COVID-19, widespread protective
measures implemented to control the spread of COVID-19, and the resulting strain
on global transportation, manufacturing, and labor markets have negatively
impacted development, manufacturing, supply, distribution, and sales of our
medicines. In addition to decreases in new prescriptions, changes in payer
segment mix, and the increased use of patient affordability programs in the
U.S., we have experienced, and may continue to experience if the COVID-19
pandemic undergoes resurgent or more severe waves, decreased demand as a result
of lack of "normal" access and fewer in-person interactions by patients and our
employees with healthcare professionals.
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We also face risks and uncertainties related to our COVID-19 therapies,
including heightened regulatory scrutiny of our manufacturing practices, quality
assurance, and similar regulations, restrictions on administration that limit
widespread and timely access to our therapies, and risks related to handling,
return, and/or refund of product after delivery by us. The availability of
superior or competitive therapies, including therapies that can be administered
more easily, or preventative measures such as vaccines, coupled with the
unpredictable nature of pandemics, have and could further negatively impact or
eliminate demand for our COVID-19 therapies. Mutations or the spread of other
variants of the coronavirus have in some cases impacted the effectiveness of our
COVID-19 therapies, and may further render our therapies more or less effective
or ineffective.

The strain on global transportation, logistics, and labor markets caused by the
COVID-19 pandemic and an increase in overall demand in our industry for certain
materials resulting in changed buying patterns and constrained supply have had,
and may continue to have, a number of impacts on our business, including
increased costs to provide a consistent supply of our medicines where they are
needed and potential disruptions in the supply of our medications. These factors
may negatively affect our results of operations.

It remains difficult to reasonably assess or predict the full extent of the
ongoing impact of the COVID-19 pandemic on us. The degree to which the COVID-19
pandemic continues to affect us will depend on developments that are highly
uncertain and beyond our knowledge or control. We are currently unable to
predict the full extent to which the COVID-19 pandemic or any future pandemic,
epidemic or similar public health threat will adversely impact our business and
operations in the future.

See Item 1A, "Risk Factors" for additional information on risk factors that could impact our business and operations.

Financial Results

The following table summarizes our key operating results:



                                                           Year Ended 

December 31


                                                         2021                 2020               Percent Change
Revenue                                             $  28,318.4          $   24,539.8                  15
Gross margin                                           21,005.6              19,056.5                  10
Gross margin as a percent of revenue                       74.2  %               77.7  %
Operating expenses                                  $  13,457.5          $   12,206.9                  10
Acquired in-process research and development              874.9                 660.4                  32

Asset impairment, restructuring, and other special charges

                                                   316.1                 131.2                  NM
Other-net, (income) expense                               201.6              (1,171.9)                 NM
Income before income taxes                              6,155.5               7,229.9                 (15)
Income taxes                                              573.8               1,036.2                 (45)

Net income                                              5,581.7               6,193.7                 (10)

EPS                                                        6.12                  6.79                 (10)


NM - not meaningful

Revenue increased in 2021 driven by increased volume and, to a lesser extent,
the favorable impact of foreign exchange rates, partially offset by lower
realized prices. Operating expenses, defined as the sum of research and
development and marketing, selling, and administrative expenses, increased in
2021, driven primarily by higher development expenses for late-stage assets. The
decreases in net income and EPS in 2021 were driven primarily by reduction in
other-net, (income) expense and higher operating expenses, partially offset by
higher gross margin.


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The following highlighted items affect comparisons of our 2021 and 2020 financial results:

2021

Cost of Sales (See Note 6 to the consolidated financial statements)



•We recognized a net inventory impairment charge related to our COVID-19
antibodies of $339.7 million. As part of our response to the COVID-19 pandemic,
and at the request of the U.S. and international governments, we invested in
large-scale manufacturing of COVID-19 antibodies at risk, in order to ensure
rapid access to patients around the world. As the COVID-19 pandemic evolved
during 2021, we incurred a net inventory impairment charge primarily due to the
combination of changes to current and forecasted demand from U.S. and
international governments, including changes to our agreement with the U.S.
government, and near-term expiry dates of COVID-19 antibodies.

Acquired In-Process Research and Development (IPR&D) (Note 3 to the consolidated financial statements)

•We recognized acquired IPR&D charges of $874.9 million related to business development transactions.

Asset Impairment, Restructuring, and Other Special Charges (Note 5 to the consolidated financial statements)



•We recognized charges of $316.1 million primarily related to an impairment of a
contract-based intangible asset from our acquisition of Loxo Oncology, Inc.
(Loxo), an intangible asset impairment resulting from the sale of the rights to
Qbrexza®, as well as acquisition and integration costs associated with the
acquisition of Prevail Therapeutics Inc. (Prevail).

Other-Net, (Income) Expense (Note 18 to the consolidated financial statements)

•We recognized a debt extinguishment loss of $405.2 million related to the repurchase of debt.

•We recognized $176.9 million of net investment gains on equity securities.

2020

Acquired IPR&D (Note 3 to the consolidated financial statements)

•We recognized acquired IPR&D charges of $660.4 million related to business development transactions.

Asset Impairment, Restructuring, and Other Special Charges (Note 5 to the consolidated financial statements)

•We recognized charges of $131.2 million primarily related to severance costs incurred as a result of actions taken worldwide to reduce our cost structure.

Other-Net, (Income) Expense (Note 18 to the consolidated financial statements)



•We recognized $1.44 billion of net investment gains on equity securities.
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Late-Stage Pipeline

Our long-term success depends on our ability to continually discover or acquire, develop, and commercialize innovative new medicines. We currently have approximately 45 new medicine candidates in clinical development or under regulatory review, and a larger number of projects in the discovery phase.



The following certain new molecular entities (NMEs) are currently in Phase II or
Phase III clinical trials or have been submitted for regulatory review in the
U.S., Europe, or Japan. The following table reflects the status of certain NMEs,
including certain other developments since our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2021.

Compound                   Indication                   Status                          Developments

COVID-19 Antibodies


                                                                                        The FDA granted EUA for certain high-risk
Bebtelovimab (LY-CoV1404)  COVID-19                     Emergency Use 

Authorization patients recently diagnosed with


                                                                                        mild-to-moderate COVID-19 in February 2022.
Diabetes
                           Type 2 diabetes              Submitted                       Submitted in the U.S. using a priority review
                                                                                        voucher and in Europe and Japan in 2021.
Tirzepatide                Heart failure with preserved
                           ejection fraction            Phase III                       Phase III trials are ongoing.
                           Obesity
                           Nonalcoholic steatohepatitis Phase II                        Phase II trial is ongoing.
Basal Insulin-Fc           Type 1 and 2 diabetes        Phase II                        Phase II trials are ongoing.
GGG Tri-Agonist            Obesity                      Phase II                        Phase II trials are ongoing.
                           Type 2 diabetes
GLP-1R NPA                 Obesity                      Phase II                        Phase II trials are ongoing.
                           Type 2 diabetes
Immunology
                                                                                        Granted FDA Fast Track designation(2).
Lebrikizumab(1)            Atopic dermatitis            Phase III                       Announced in 2021 that Phase III trials met
                                                                                        primary and all key secondary endpoints.
                                                                                        Phase III trials are ongoing.
                           Crohn's Disease                                              Phase III trials are ongoing.
Mirikizumab                Ulcerative colitis           Phase III                       Announced in 2021 that Phase III trials met
                                                                                        primary and all key secondary endpoints.
CXCR1/2 Ligands Monoclonal Hidradenitis suppurativa     Phase II                        Phase II trial is ongoing.

Antibody


IL-2 Conjugate             Systemic lupus erythematosus Phase II                        Phase II trials are ongoing.
                           Ulcerative colitis
PD-1 MAB Agonist           Rheumatoid arthritis         Phase II                        Phase II trial is ongoing.


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Compound                          Indication                     Status                      Developments
Neuroscience
                                                                                             Granted FDA Breakthrough Therapy
                                                                                             designation(3). Initiated a rolling
                                  Early Alzheimer's disease      Submission initiated        submission in the U.S. for accelerated
Donanemab                                                                                    approval in 2021. Phase III trials are
                                                                                             ongoing.
                                  Preclinical Alzheimer's        Phase III                   Phase III trial is ongoing.
                                  disease
Solanezumab                       Preclinical Alzheimer's        Phase III                   Phase III trial is ongoing.
                                  disease
Epiregulin/TGF? MAB               Chronic pain                   Phase II                    Phase II trials are ongoing.
GBA1 Gene Therapy (PR001)         Parkinson's disease            Phase II                    Acquired in the Prevail acquisition in 2021.
                                                                                             Granted FDA Fast Track designation(2). Phase

GRN Gene Therapy (PR006) Frontotemporal dementia Phase II


                 II trials are ongoing.

O-glc-NAcase                      Alzheimer's disease            Phase II                    Phase II trial initiated in the fourth
                                                                                             quarter of 2021.
PACAP38 Antibody                  Chronic pain                   Phase II                    Phase II trial is ongoing.
SSTR4 Agonist                     Chronic pain                   Phase II                    Phase II trials are ongoing.
TRPA1 Antagonist                  Pain                           Phase II                    Phase II trials are ongoing.
Oncology
Selpercatinib (Retevmo®)          Lung cancer                    Approved(4)                 Phase III trials are ongoing.
                                  Thyroid cancer
                                                                                             In February 2022, the Oncologic Drugs
Sintilimab injection(5)           Lung cancer                    Submitted                   Advisory Committee recommended that the FDA
                                                                                             require additional clinical trials prior to a
                                                                                             final regulatory decision.
                                                                                             Initiated a rolling submission in the U.S.
                                  Mantle cell lymphoma           Submission

initiated for accelerated approval in the fourth Pirtobrutinib (LOXO-305)


                 quarter of 2021. Phase II and Phase III
                                                                                             trials are ongoing.
                                  Chronic lymphocytic leukemia   Phase III                   Phase III trials are ongoing.
                                  B-cell malignancies            Phase II                    Phase II trial is ongoing.
Imlunestrant                      ER+HER2- metastatic breast     Phase III                   Phase III trial is ongoing.
                                  cancer


(1) In collaboration with Almirall, S.A. in Europe.
(2) Fast Track designation is designed to expedite the development and review of
new therapies to treat serious conditions and address unmet medical needs.
(3) 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.
(4) Continued approval may be contingent on verification and description of
clinical benefit in confirmatory Phase III trials.
(5) In collaboration with Innovent Biologics, Inc.


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Our pipeline also contains several new indication line extension (NILEX)
products. The following certain NILEX products for use in the indication
described are currently in Phase II or Phase III clinical trials or have been
submitted for regulatory review in the U.S., Europe, or Japan. The following
table reflects the status of certain NILEX products, including certain other
developments since our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021:

Compound                             Indication                  Status                            Developments
Diabetes
                                                                                                   Granted FDA Breakthrough Therapy
                                                                                                   designation(2) and FDA Fast Track
                                     Heart failure with                                            designation(3). Submitted in the U.S. and
                                     preserved ejection fraction Submitted                         Europe in 2021 and in Japan in January 2022.
Empagliflozin (Jardiance®)(1)                                                                      The FDA granted priority review for adults
                                                                                                   with heart failure independent of left
                                                                                                   ventricular ejection fraction.
                                     Chronic kidney disease      Phase III                         Granted FDA Fast Track designation(3). Phase
                                                                                                   III trials are ongoing.
Immunology
                                     COVID-19                    Emergency Use Authorization(4)    Submitted in the U.S. and the FDA granted
                                                                                                   priority review in January 2022.
                                                                                                   Granted FDA Breakthrough Therapy
Baricitinib (Olumiant®)              Alopecia areata             Submitted                         designation(2). Submitted in U.S., Europe and
                                                                                                   Japan in 2021.
                                     Systemic lupus                                                Announced in January 2022 that, based on
                                     erythematosus               Discontinued                      top-line efficacy results from Phase III
                                                                                                   trials, we discontinued development.

Oncology
                                     HR+, HER2- Adjuvant breast  Approved                          Approved in the U.S. and Japan in the fourth
                                     cancer                                                        quarter of 2021.
                                     Prostate cancer             Phase III                         Phase III trial is ongoing.
Abemaciclib (Verzenio®)                                                                            Announced in January 2022 that we will
                                     HR+, HER2+ Adjuvant breast  Discontinued                      discontinue the Phase III trial in response
                                     cancer                                                        to the changing treatment landscape and
                                                                                                   global enrollment challenges.


(1) In collaboration with Boehringer Ingelheim.
(2) 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.
(3) Fast Track designation is designed to expedite the development and review of
new therapies to treat serious conditions and address unmet medical needs.
(4) The FDA granted EUA for treatment with or without remdesivir in hospitalized
COVID-19 patients.

There are many difficulties and uncertainties inherent in pharmaceutical
research and development and the introduction of new products, as well as 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, label changes,
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 establish high hurdles for the efficacy and safety of new
products and indications. 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 and indications.
                                                                            

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We manage research and development spending across our portfolio of potential
new medicines. 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 any 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.

Other Matters

Patent Matters

We depend on patents or other forms of intellectual property protection for most of our revenue, cash flows, and earnings.



In 2021, our vitamin regimen patents for Alimta® expired worldwide. Following
the loss of patent exclusivity in major European countries and Japan, we faced,
and remain exposed to, generic competition which has eroded revenue and is
likely to continue to rapidly and severely erode revenue from current levels. In
the U.S., we expect pediatric data exclusivity to provide us with protection
through May 2022. However, we and Eagle Pharmaceuticals, Inc. (Eagle) reached an
agreement in December 2019 to settle all pending U.S. patent 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. We expect that the entry of generic competition in
the U.S. following the loss of exclusivity will cause a rapid and severe decline
in revenue and will 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 regarding, among others, our Alimta patents.

Our 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 has similar version of insulin lispro in the U.S.
and in certain European markets. 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 may
continue over time.

Our formulation and use patents for Forteo® have expired in major markets. We expect further decline in revenue as a result of the entry of generic and biosimilar competition due to the loss of patent exclusivity in major markets.



Our regulatory data and patent exclusivity for Cymbalta® expired in Japan.
Beginning in mid-2021, we have faced, and remain exposed to, generic competition
which has eroded revenue and is likely to continue to rapidly and severely erode
revenue from current levels.

Foreign Currency Exchange Rates



As a global company, we face foreign currency risk exposure from fluctuating
currency exchange rates, primarily the U.S. dollar against the euro, Japanese
yen, and Chinese yuan. While we seek to manage a portion of these exposures
through hedging and other risk management techniques, significant fluctuations
in currency rates can have a material impact, either positive or negative, on
operating expenses. While there is uncertainty in the future movements in
foreign exchange rates, fluctuations in these rates could adversely impact our
future consolidated results of operations and cash flows.
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Trends Affecting Pharmaceutical Pricing, Reimbursement, and Access



Global concern over access to and affordability of pharmaceutical products
continues to drive regulatory and legislative debate, as well as worldwide cost
containment efforts by governmental authorities. Such measures may include the
use of mandated discounts, price reporting requirements, mandated reference
prices, restrictive formularies, changes to available intellectual property
protections, as well as other efforts. In addition, consolidation of private
payors in the U.S. has significantly impacted the market for pharmaceuticals by
increasing payor leverage in negotiating manufacturer price concessions and
pharmacy reimbursement rates. Furthermore, restrictive or unfavorable pricing,
coverage, or reimbursement determinations for our medicines or product
candidates by governments, regulatory agencies, or private payers, such as the
recently proposed Alzheimer's Monoclonal Antibody national coverage
determination, may adversely impact our business and financial results. We
expect that these actions may intensify and could particularly affect certain
products, such as insulin, as governments manage and emerge from the COVID-19
pandemic, which could adversely affect our business. In addition, we are engaged
in litigation and investigations related to our 340B program that, if resolved
adversely to us, could negatively impact our business and consolidated results
of operations. It is not currently possible to predict the overall potential
adverse impact to us or the general pharmaceutical industry of continued cost
containment efforts worldwide.

In addition, evolving regulatory priorities have intensified governmental
scrutiny of our operations and our industry, including with respect to current
Good Manufacturing Practices, quality assurance, and similar regulations, and
increased focus on business combinations in our industry. Any regulatory issues
concerning these matters could lead to regulatory and legal actions, product
recalls and seizures, fines and penalties, interruption of production leading to
product shortages, import bans or denials of import certifications, delays or
denials in the approvals of new products or supplemental approvals of current
products pending resolution of the issues, impediments to the completion of
business combinations, and reputational harm, any of which would adversely
affect our business.

See Item 1, "Business - Regulations and Private Payer Actions Affecting Pharmaceutical Pricing, Reimbursement, and Access" and Note 16 to the consolidated financial statements for additional information.

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 have affected and may affect our effective tax rate, results
of operations, and cash flows. In 2017, the U.S. enacted the Tax Cuts and Jobs
Act (the 2017 Tax Act), which contains a provision that requires capitalization
and amortization of research and development expenses for tax purposes starting
in 2022. Previously, these expenses could be deducted in the year incurred.
While this provision of the 2017 Tax Act is expected to have an immaterial
impact on our consolidated results of operations, if it is not deferred or
repealed by Congress, we expect that the implementation of this provision will
increase our cash payments of income taxes by up to $1.50 billion in 2022 and
subsequently decrease our cash payments of income taxes moderately over the
five-year amortization period.

The U.S. and countries around the world are actively considering and enacting
tax law changes. Tax proposals introduced by Congress and the U.S. presidential
administration contain significant changes, including increases to the tax rates
at which both domestic and foreign income of U.S. companies would be taxed. In
addition, tax authorities in the U.S. and other jurisdictions in which we do
business routinely examine our tax returns and are intensifying their scrutiny
and examinations of profit allocations among jurisdictions, which could
adversely impact our future consolidated results of operations and cash flows.
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 laws in countries in which we operate.


                                                                            

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Acquisitions



We opportunistically invest in external research and technologies that we
believe complement and strengthen our own efforts. These investments can take
many forms, including acquisitions, collaborations, investments, and licensing
arrangements. We view our business development activity as a way to enhance our
pipeline and strengthen our business.

In January 2021, we acquired all shares of Prevail for a purchase price that
included $22.50 per share in cash (or an aggregate of $747.4 million, net of
cash acquired) plus one non-tradable contingent value right (CVR) per share. The
CVR entitles Prevail stockholders up to an additional $4.00 per share in cash
(or an aggregate of approximately $160 million) payable, subject to certain
terms and conditions, upon the first regulatory approval of a Prevail product in
one of the following countries: U.S., Japan, United Kingdom, Germany, France,
Italy, or Spain. Under the terms of the agreement, we acquired potentially
disease-modifying AAV9-based gene therapies for patients with neurodegenerative
diseases. The acquisition establishes a new modality for drug discovery and
development, extending our research efforts through the creation of a gene
therapy program that is being anchored by Prevail's portfolio of assets.

In February 2020, we acquired all shares of Dermira, Inc. for a purchase price
of $849.3 million, net of cash acquired. Under the terms of the agreement, we
acquired lebrikizumab, a novel, investigational, monoclonal antibody being
evaluated for the treatment of moderate-to-severe atopic dermatitis.
Lebrikizumab was granted Fast Track designation from the FDA. We also acquired
Qbrexza cloth, a medicated cloth for the topical treatment of primary axillary
hyperhidrosis (uncontrolled excessive underarm sweating). In 2021, we sold the
rights to Qbrexza. See Note 5 to the consolidated financial statements for
additional information regarding the sale of the rights to Qbrexza.

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, an oral RET
inhibitor, and LOXO-305 (pirtobrutinib), an oral BTK inhibitor. In the second
quarter of 2020, the FDA approved selpercatinib (Retevmo) under its Accelerated
Approval regulations and continued approval may be contingent upon verification
and description of clinical benefit in confirmatory trials.

See Note 3 to the consolidated financial statements for additional information regarding our recent acquisitions.

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Operating Results-2021

Revenue

The following table summarizes our revenue activity by region:



                        Year Ended
                       December 31,
                   2021            2020         Percent Change
U.S.           $ 16,811.0      $ 14,229.3             18
Outside U.S.     11,507.4        10,310.5             12
Revenue        $ 28,318.4      $ 24,539.8             15


The following are components of the change in revenue compared with the prior
year:

                                          2021 vs. 2020
                               U.S.       Outside U.S.   Consolidated
Volume                             19  %          13  %          16  %
Price                              (1) %          (4) %          (2) %
Foreign exchange rates              -  %           3  %           1  %
Percent change                     18  %          12  %          15  %

Numbers may not add due to rounding.

In the U.S the increase in volume in 2021 was primarily driven by COVID-19 antibodies, Trulicity®, and Taltz®.



Outside the U.S. the increase in volume in 2021 was primarily driven by
Trulicity, Olumiant, COVID-19 antibodies, Verzenio, and Taltz. The decrease in
realized prices outside the U.S. was primarily driven by the price impact of the
updated National Reimbursement Drug List formulary for certain products, largely
Tyvyt®, in China.
                                                                            

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The following table summarizes our revenue activity in 2021 compared with 2020:
                                                                          Year Ended
                                                                         December 31,
                                                                   2021                                     2020
Product                                      U.S.              Outside U.S.             Total               Total             Percent Change
Trulicity                                $  4,914.4          $     1,557.6          $  6,471.9          $  5,068.1                  28
Humalog(1)                                  1,320.7                1,132.3             2,453.0             2,625.9                  (7)
COVID-19 antibodies(2)                      1,978.0                  261.4             2,239.3               871.2                  NM
Taltz                                       1,542.4                  670.4             2,212.8             1,788.5                  24
Alimta                                      1,233.9                  827.5             2,061.4             2,329.9                 (12)
Jardiance(3)                                  807.3                  683.5             1,490.8             1,153.8                  29
Verzenio                                      834.9                  515.0             1,349.9               912.7                  48
Humulin®                                      832.9                  389.6             1,222.6             1,259.6                  (3)
Olumiant(4)                                   324.1                  791.0             1,115.1               638.9                  75
Cyramza®                                      358.1                  674.8             1,033.0             1,032.6                   -
Basaglar®                                     588.3                  304.2               892.5             1,124.4                 (21)
Forteo                                        441.6                  360.3               801.9             1,046.3                 (23)
Cialis®                                        10.6                  707.9               718.4               607.1                  18
Cymbalta                                       38.7                  542.8               581.5               767.7                 (24)
Emgality®                                     434.5                  142.7               577.2               362.9                  59
Erbitux®                                      481.8                   66.4               548.3               536.4                   2
Zyprexa®                                       39.6                  390.7               430.3               406.5                   6
Tyvyt                                             -                  418.1               418.1               308.7                  35
Trajenta®(5)                                   82.1                  290.4               372.5               358.5                   4
Other products                                547.1                  780.8             1,327.9             1,340.1                  (1)
Revenue                                  $ 16,811.0          $    11,507.4          $ 28,318.4          $ 24,539.8                  15


Numbers may not add due to rounding.
NM - Not meaningful
(1) Humalog revenue includes insulin lispro.
(2) COVID-19 antibodies include sales for bamlanivimab administered alone as
well as sales for bamlanivimab and etesevimab administered together and were
made pursuant to EUAs or similar regulatory authorizations.
(3) Jardiance revenue includes Glyxambi®, Synjardy®, and Trijardy® XR.
(4) Olumiant revenue includes sales for baricitinib, for treatment in
hospitalized COVID-19 patients, that were made pursuant to EUA or similar
regulatory authorizations.
(5) Trajenta revenue includes Jentadueto®.

Revenue of Trulicity, a treatment for type 2 diabetes and to reduce the risk of
major adverse cardiovascular events in adult patients with type 2 diabetes and
established cardiovascular disease or multiple cardiovascular risk factors,
increased 28 percent in the U.S., driven by increased demand. Revenue outside
the U.S. increased 26 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 Humalog, an injectable human insulin analog for the treatment of
diabetes, decreased 11 percent in the U.S., primarily driven by lower realized
prices. Humalog's lower realized prices in the U.S. in 2021 were driven by
higher contracted rebates and discounts and increased utilization in more
highly-rebated government segments, partially offset by lower utilization in the
340B segment. Revenue outside the U.S. decreased 1 percent, driven by decreased
volume and, to a lesser extent, lower realized prices, largely offset by the
favorable impact of foreign exchange rates. Included in the revenue of Humalog
in the U.S. are our own insulin lispro authorized generics. 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
and 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 COVID-19 antibodies, treatments for mild to moderate COVID-19 for
higher-risk patients and for post-exposure prophylaxis in certain individuals
for the prevention of SARS-CoV-2 infection, was $1.98 billion in the U.S. during
the year ended December 31, 2021. Revenue outside the U.S. was $261.4 million
during the year ended December 31, 2021. The availability of superior or
competitive therapies, including therapies that can be administered more easily,
or preventative measures, such as vaccines, coupled with the unpredictable
nature of pandemics, have and could further negatively impact or eliminate
demand for these COVID-19 antibodies. The FDA has revised, and may in the future
revise, any EUA for our COVID-19 antibodies in response to the prevalence of
variants against which our antibodies have varying degrees of efficacy. We
expect that additional revenue from the sale of bamlanivimab and etesevimab
after the first quarter of 2022 will be limited.

Revenue of Taltz, a treatment for moderate-to-severe plaque psoriasis, active
psoriatic arthritis, ankylosing spondylitis, and active non-radiographic axial
spondyloarthritis, increased 20 percent in the U.S., driven by increased demand,
partially offset by lower realized prices due to increased rebates to gain
commercial access. Revenue outside the U.S. increased 34 percent, primarily
driven by increased volume.

Revenue of Alimta, a treatment for various cancers, decreased 2 percent in the
U.S., driven by decreased volume, partially offset by higher realized prices.
Revenue outside the U.S. decreased 22 percent, primarily driven by decreased
volume due to the entry of generic competition in certain markets and, to a
lesser extent, lower realized prices, partially offset by the favorable impact
of foreign exchange rates. Following the loss of exclusivity in major European
countries and Japan in June 2021, we faced, and remain exposed to, generic
competition which has eroded revenue and is likely to continue to rapidly and
severely erode revenue from current levels. In the U.S., we expect the limited
entry of generic competition starting February 2022 and subsequent unlimited
entry starting April 2022. We expect that the entry of generic competition
following the loss of exclusivity in the U.S. will cause a rapid and severe
decline in revenue. See "Executive Overview - Other Matters- Patent Matters" for
additional information.

Revenue of Jardiance, a treatment for type 2 diabetes, to reduce the risk of
cardiovascular death in adult patients with type 2 diabetes and established
cardiovascular disease, and to reduce the risk of cardiovascular death and
hospitalization for heart failure in adults with heart failure and reduced
ejection fraction, increased 30 percent in the U.S., primarily driven by
increased demand. Revenue outside the U.S. increased 28 percent, primarily
driven by increased volume. See Note 4 to the consolidated financial statements
for information regarding our collaboration with Boehringer Ingelheim involving
Jardiance.

Revenue of Verzenio, a treatment for HR+, HER2- metastatic breast cancer and high risk early breast cancer, increased 35 percent in the U.S., driven by increased demand. Revenue outside the U.S. increased 75 percent, driven by increased volume.



Revenue of Humulin, an injectable human insulin for the treatment of diabetes,
decreased 4 percent in the U.S., driven by decreased demand and, to a lesser
extent, lower realized prices. Revenue outside the U.S. decreased 1 percent,
driven by decreased volume, largely offset by higher realized prices and the
favorable impact of foreign exchange rates.

Revenue of Olumiant, a treatment for adults with moderately-to-severely active
rheumatoid arthritis, moderate to severe atopic dermatitis, and of baricitinib,
a treatment, with or without remdesivir, of hospitalized patients with COVID-19,
increased $260.3 million in the U.S., driven by increased volume and, to a
lesser extent, higher realized prices. Revenue outside the U.S. increased 38
percent, driven by increased volume and, to a lesser extent, the favorable
impact of foreign exchange rates, partially offset by lower realized prices.
Increased volume worldwide was partially driven by utilization of Olumiant for
the treatment of hospitalized patients with COVID-19.

Revenue of Cyramza, a treatment for various cancers, decreased 6 percent in the
U.S., driven by decreased demand, partially offset by higher realized prices.
Revenue outside the U.S. increased 4 percent, driven by increased volume,
partially offset by lower realized prices.


                                                                            

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Gross Margin, Costs, and Expenses

Gross margin as a percent of revenue was 74.2 percent in 2021, a decrease of 3.5 percentage points compared with 2020, driven by higher sales of COVID-19 antibodies.

Research and development expenses increased 15 percent to $7.03 billion in 2021, primarily driven by higher development expenses for late-stage assets.



Marketing, selling, and administrative expenses increased 5 percent to $6.43
billion in 2021, primarily due to increased marketing costs to continue to drive
growth for certain products, investment in preparation for new launches, and
lower marketing activities in 2020 as a result of pandemic-related spending
reductions.

We recognized acquired IPR&D charges of $874.9 million and $660.4 million in
2021 and 2020, respectively, related to business development transactions. See
Note 3 to the consolidated financial statements for additional information.

We recognized asset impairment, restructuring, and other special charges of
$316.1 million in 2021. The charges were primarily related to an impairment of a
contract-based intangible asset from our acquisition of Loxo, an intangible
asset impairment resulting from the sale of the rights to Qbrexza, as well as
acquisition and integration costs associated with the acquisition of Prevail. In
2020, we recognized $131.2 million of asset impairment, restructuring, and other
special charges primarily related to severance costs incurred as a result of
actions taken worldwide to reduce our cost structure.

Other-net, (income) expense was expense of $201.6 million in 2021 compared to
income of $1.17 billion in 2020, primarily driven by lower net investment gains
on equity securities and a debt extinguishment loss of $405.2 million related to
the repurchase of debt.

Our effective tax rate was 9.3 percent in 2021, compared with an effective tax
rate of 14.3 percent in 2020, primarily driven by the tax impacts of acquired
IPR&D charges, lower net investment gains on equity securities, as well as a net
discrete tax benefit.

Operating Results-2020

For a discussion of our results of operations pertaining to 2020 and 2019 see
Item 7, "Management's Discussion and Analysis of Results of Operations and
Financial Condition" in our Annual Report on   Form 10-K   for the year ended
December 31, 2020.


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FINANCIAL CONDITION AND LIQUIDITY

We believe our available cash and cash equivalents, together with our ability to generate operating cash flow and our access to short-term and long-term borrowings, are sufficient to fund our existing and planned capital requirements, which include:

•working capital requirements, including related to employee payroll, clinical trials, manufacturing materials, and taxes;

•capital expenditures;

•share repurchases and dividends;

•repayment of outstanding short-term and long-term borrowings;

•contributions to our defined benefit pension and retiree health benefit plans;

•milestone and royalty payments; and

•potential business development activities, including acquisitions, collaborations, investments, and licensing arrangements.



Our management continuously evaluates our liquidity and capital resources,
including our access to external capital, to ensure we can adequately and
efficiently finance our capital requirements. As of December 31, 2021, our
material cash requirements primarily related to purchases of goods and services
to produce our products and conduct our operations, capital equipment
expenditures, dividends, repayment of outstanding borrowings, milestone and
royalty payments, the remaining obligations for the one-time repatriation
transition tax (also known as the 'Toll Tax') from the 2017 Tax Act, leases,
unfunded commitments to invest in venture capital funds, and retirement benefits
(see Notes 11, 4, 14, 10, 7, and 15 to the consolidated financial statements).
We anticipate our cash requirements related to ordinary course purchases of
goods and services and capital equipment expenditures will be consistent with
our past levels relative to revenues.

Beginning in 2022, the 2017 Tax Act contains a provision that requires us to
capitalize and amortize research and development expenses for tax purposes,
whereas previously we could fully deduct these expenses in the year incurred.
While this provision of the 2017 Tax Act is expected to have an immaterial
impact on our consolidated results of operations, if it is not deferred or
repealed by Congress, we expect that the implementation of this provision will
increase our cash payments of income taxes by up to $1.50 billion in 2022 and
subsequently decrease our cash payments of income taxes moderately over the
five-year amortization period. See "Results of Operations - Executive Overview -
Other Matters -Tax Matters" for additional information.

We plan to invest more than $1 billion over several years in a new facility in
Concord, North Carolina to manufacture parenteral (injectable) products and
devices. We plan to invest more than 400 million euros over several years in a
new facility in Limerick, Ireland to expand our manufacturing network for
biologic active ingredients.

Cash and cash equivalents increased to $3.82 billion as of December 31, 2021,
compared with $3.66 billion at December 31, 2020. Net cash provided by operating
activities was $7.26 billion in 2021, compared with $6.50 billion in 2020. Refer
to the consolidated statements of cash flows for additional information on the
significant sources and uses of cash for the years ended December 31, 2021 and
2020.

In addition to our cash and cash equivalents, we held total investments of $3.30
billion and $2.99 billion as of December 31, 2021 and 2020, respectively. See
Note 7 to the consolidated financial statements for additional information.

In January 2021, we acquired all shares of Prevail for a purchase price that
included $22.50 per share in cash (or an aggregate of $747.4 million, net of
cash acquired) plus one non-tradable CVR per share. The CVR entitles Prevail
stockholders up to an additional $4.00 per share in cash (or an aggregate of
approximately $160 million) payable, subject to certain terms and conditions.
This acquisition was funded primarily through cash on hand. See Note 3 to the
consolidated financial statements for additional information.
                                                                            

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As of December 31, 2021, total debt was $16.88 billion, an increase of $289.4
million compared with $16.60 billion at December 31, 2020. In September 2021, we
issued euro-denominated notes consisting of €500.0 million of 1.125 percent
fixed-rate notes due in September 2051 and €700.0 million of 1.375 percent
fixed-rate notes due in September 2061, with interest to be paid annually, and
British pound-denominated notes consisting of £250.0 million of 1.625 percent
fixed-rate notes due in September 2043, with interest to be paid annually. We
paid $1.91 billion of the net cash proceeds from the offering to purchase and
redeem certain higher interest rate U.S. dollar-denominated notes with an
aggregate principal amount of $1.50 billion. We used the remaining net proceeds
from the offering to prefund certain 2022 debt maturities and for general
corporate purposes. In addition, in September 2021, we issued euro-denominated
notes consisting of €600.0 million of 0.50 percent fixed-rate notes due in
September 2033, with interest to be paid annually. The net proceeds from the
offering will be used to fund, in whole or in part, eligible projects designed
to advance one or more of our environmental, social, and governance objectives.
See Note 11 to the consolidated financial statements for additional information.

As of December 31, 2021, we had a total of $5.26 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 information. We believe that amounts accessible through existing
commercial paper markets should be adequate to fund any short-term borrowing
needs.

For the 136th consecutive year, we distributed dividends to our shareholders.
Dividends of $3.40 per share and $2.96 per share were paid in 2021 and 2020,
respectively. In the fourth quarter of 2021, effective for the dividend to be
paid in the first quarter of 2022, the quarterly dividend was increased to $0.98
per share, resulting in an indicated annual rate for 2022 of $3.92 per share.

Capital expenditures of $1.31 billion during 2021, compared to $1.39 billion in 2020.



In 2021, we repurchased $1.00 billion of shares, which completed our $8.00
billion share repurchase program authorized in June 2018. Additionally, our
board authorized a $5.00 billion share repurchase program in May 2021. In 2021,
we repurchased $250.0 million of shares under the $5.00 billion share repurchase
program. As of December 31, 2021, we had $4.75 billion remaining under the $5.00
billion share repurchase program. See Note 13 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.

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, currency values, and fair values of equity securities. 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.

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. As
of December 31, 2021, substantially all of our total long-term debt carries
interest at a fixed rate. We have converted approximately 13 percent of our
long-term fixed-rate notes to floating rates through the use of interest rate
swaps. Based on our overall interest rate exposure at December 31, 2021 and
2020, 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, 2021 and 2020, 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.
48
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Our foreign currency risk exposure results from fluctuating currency exchange
rates, primarily the U.S. dollar against the euro, Japanese yen, and Chinese
yuan. 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 (primarily the euro, the Japanese
yen, and Chinese yuan). 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, 2021
and 2020, 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.

Our fair value risk exposure relates primarily to our public equity investments
and to equity investments that do not have readily determinable fair values. As
of December 31, 2021 and 2020, our carrying values of these investments were
$1.83 billion and $2.04 billion, respectively. A hypothetical 20 percent change
in fair value of the equity instruments would have impacted other-net, (income)
expense by $365.6 million and $407.6 million as of December 31, 2021 and 2020,
respectively.

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.

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 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 information. 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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APPLICATION OF CRITICAL ACCOUNTING ESTIMATES



In preparing our financial statements in accordance with accounting principles
generally accepted in the U.S., 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, rebates
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, chargeback, and patient assistance programs 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.

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 rebate
and discount liabilities are included in sales rebates and discounts on our
consolidated balance sheet. Our sales return liability is included in other
current liabilities and other noncurrent liabilities on our consolidated balance
sheet. As of December 31, 2021, a 5 percent change in our consolidated sales
return, rebate, and discount liability would have led to an approximate $366
million effect on our income before income taxes.

The portion of our consolidated sales return, rebate, and discount liability
resulting from sales of our products in the U.S. was approximately 90 percent as
of December 31, 2021 and 2020.

The following represents a roll-forward of our most significant U.S. sales return, rebate, and discount liability balances, including managed care, Medicare, Medicaid, chargeback, and patient assistance programs:



(Dollars in millions)                                                  2021                2020

Sales return, rebate, and discount liabilities, beginning of year $ 5,400.0 $ 4,635.5 Reduction of net sales(1)

                                            20,106.3            18,668.4
Cash payments                                                       

(19,344.7) (17,903.9) Sales return, rebate, and discount liabilities, end of year $ 6,161.6 $ 5,400.0




(1) Adjustments of the estimates for these returns, rebates, and discounts to
actual results were less than 1 percent of consolidated revenue for each of the
years presented.
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Litigation Liabilities and Other Contingencies

Background and Uncertainties



Litigation liabilities and other contingencies are, by their nature, uncertain
and based upon complex judgments and probabilities. The factors we consider in
developing our 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, as
applicable, and the likelihood of settlement and current state of settlement
discussions, if any. In addition, we accrue for certain 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 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 litigation liability insurance, we are self-insured for litigation
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.

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. See 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.



The fair value of any contingent consideration liability that results from a
business combination is primarily determined using a discounted cash flow
analysis, as described in Note 7 to the consolidated financial statements.
Estimating the fair value of contingent consideration requires the use of
significant estimates and judgments, including, but not limited to, probability
of technical success and the discount rate.

Financial Statement Impact

As of December 31, 2021, a 5 percent change in the contingent consideration liability would result in a change in income before income taxes of $3.5 million.

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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.



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 75 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 38 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.
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Financial Statement Impact



If the 2021 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 $21.6 million. If the 2021 expected
return on plan assets for U.S. plans were to change by a quarter percentage
point, income before income taxes would change by $31.5 million. If our
assumption regarding the 2021 expected age of future retirees for U.S. plans
were adjusted by one year, our income before income taxes would be affected by
$51.1 million. The U.S. plans, including Puerto Rico, represent approximately 80
percent of each of the total projected benefit obligation and total plan assets
at December 31, 2021.

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 we record estimates based upon these interpretations. Our tax
returns are routinely subject to examination by taxing authorities, which could
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 upon
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 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, tax
credits, and other tax carryforwards and carrybacks in certain taxing
jurisdictions. In evaluating whether we would more likely than not recover these
deferred tax assets, we have not assumed future taxable income 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 to generate future taxable income in these jurisdictions
could lead to the reversal of all or a portion of these valuation allowances and
a reduction of income tax expense.

Financial Statement Impact

As of December 31, 2021, a 5 percent change in the amount of uncertain tax positions and the valuation allowance would result in a change in net income of $84.9 million and $43.8 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.

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