AbbVie Inc. - Quarter Report: 2015 March (Form 10-Q)

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x                               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2015

 

OR

 

o                                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                                   to                                  

 

Commission File No. 001-35565

 

AbbVie Inc.

 

 

1 North Waukegan Road

North Chicago, Illinois 60064

 

Telephone:  (847) 932-7900

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).        Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer x	Accelerated Filer o
Non-Accelerated Filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes o   No x

 

As of March 31, 2015, AbbVie Inc. had 1,593,076,097 shares of common stock at $0.01 par value outstanding.

 

 

Table of Contents

 

AbbVie Inc. and Subsidiaries

Table of Contents

 

PART I - FINANCIAL INFORMATION			Page
Item 1.	Financial Statements and Supplementary Data		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		35
Item 4.	Controls and Procedures		37
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		38
Item 6.	Exhibits		38

 

2

 

Table of Contents

 

PART I.              FINANCIAL INFORMATION

ITEM 1.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

AbbVie Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings (unaudited)

 

		Three months ended March 31,
(in millions, except per share data)		2015		2014
Net sales		$5,040		$4,563
Cost of products sold		942		1,100
Selling, general and administrative		1,473		1,340
Research and development		811		772
Acquired in-process research and development		127		—
Total operating costs and expenses		3,353		3,212
Operating earnings		1,687		1,351
Interest expense, net		126		65
Net foreign exchange loss		164		3
Other expense (income), net		1		(3	)
Earnings before income tax expense		1,396		1,286
Income tax expense		374		306
Net earnings		$1,022		$980
Per share data
Basic earnings per share		$0.64		$0.61
Diluted earnings per share		$0.63		$0.61
Cash dividends declared per common share		$0.51		$0.42
Weighted-average basic shares outstanding		1,595		1,595
Weighted-average diluted shares outstanding		1,608		1,609

 

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

 

3

Table of Contents

 

AbbVie Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (unaudited)

 

		Three months ended March 31,
(in millions)		2015		2014
Net earnings		$1,022		$980
Foreign currency translation adjustments, net of tax benefit of $(129) and $(3) for the three months ended March 31, 2015 and 2014, respectively		(549	)	(29	)
Pension and post-employment benefits, net of tax expense of $10 and $4 for the three months ended March 31, 2015 and 2014, respectively		55		12
Unrealized gains on marketable equity securities, net of tax expense of $— for the three months ended March 31, 2015		1		—
Hedging activities, net of tax expense of $2 for both the three months ended March 31, 2015 and 2014		57		33
Other comprehensive (loss) income		(436	)	16
Comprehensive income		$586		$996

 

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

 

4

Table of Contents

 

AbbVie Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

 

(in millions, except share data)		March 31, 2015		December 31, 2014
		(unaudited)
Assets
Current assets
Cash and equivalents		$7,906		$8,348
Short-term investments		18		26
Accounts and other receivables, net		4,214		3,735
Inventories, net		1,022		1,124
Income tax receivable		142		556
Deferred income taxes		1,056		896
Prepaid expenses and other		1,050		1,403
Total current assets		15,408		16,088
Investments		93		92
Property and equipment, net		2,431		2,485
Intangible assets, net of amortization		1,478		1,513
Goodwill		5,534		5,862
Other assets		1,755		1,507
Total assets		$26,699		$27,547
Liabilities and Equity
Current liabilities
Short-term borrowings		$569		$425
Current portion of long-term debt and lease obligations		4,021		4,021
Accounts payable and accrued liabilities		6,460		6,954
Total current liabilities		11,050		11,400
Long-term liabilities		3,589		3,840
Long-term debt and lease obligations		10,683		10,565
Commitments and contingencies
Stockholders’ equity
Common stock, $0.01 par value, authorized 4,000,000,000 shares, issued 1,617,065,448 and 1,609,519,046 shares as of March 31, 2015 and December 31, 2014, respectively		16		16
Common stock held in treasury, at cost, 23,989,351 and 18,129,715 shares as of March 31, 2015 and December 31, 2014, respectively		(1,314	)	(972	)
Additional paid-in-capital		4,403		4,194
Retained earnings		739		535
Accumulated other comprehensive loss		(2,467	)	(2,031	)
Total stockholders’ equity		1,377		1,742
Total liabilities and equity		$26,699		$27,547

 

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

 

5

Table of Contents

 

AbbVie Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)

 

		Three months ended March 31,
(in millions) (brackets denote cash outflows)		2015		2014
Cash flows from operating activities
Net earnings		$1,022		$980
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation		90		89
Amortization of intangible assets		68		110
Stock-based compensation		119		106
Upfront costs related to collaborations		127		—
Other, net		249		(47	)
Changes in operating assets and liabilities, net of acquisitions:
Accounts and other receivables		(544	)	167
Inventories		(75	)	50
Prepaid expenses and other assets		341		(219	)
Accounts payable and other liabilities		188		(612	)
Cash flows from operating activities		1,585		624
Cash flows from investing activities
Acquisitions and investments, net of cash acquired		(736	)	—
Acquisitions of property and equipment		(145	)	(137	)
Purchases of investment securities		—		(660	)
Sales and maturities of investment securities		8		—
Cash flows from investing activities		(873	)	(797	)
Cash flows from financing activities
Net change in short-term borrowings		144		(410	)
Dividends paid		(786	)	(641	)
Debt issuance cost		(59	)	—
Purchases of treasury stock		(342	)	(329	)
Proceeds from the exercise of stock options		47		85
Other, net		66		18
Cash flows from financing activities		(930	)	(1,277	)
Effect of exchange rate changes on cash and equivalents		(224	)	(5	)
Net decrease in cash and equivalents		(442	)	(1,455	)
Cash and equivalents, beginning of period		8,348		9,595
Cash and equivalents, end of period		$7,906		$8,140

 

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

 

6

 

Table of Contents

 

AbbVie Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Background

 

The principal business of AbbVie Inc. (AbbVie or the company) is the discovery, development, manufacture, and sale of a broad line of pharmaceutical products. AbbVie’s products are generally sold worldwide directly to wholesalers, distributors, government agencies, health care facilities, specialty pharmacies, and independent retailers from AbbVie-owned distribution centers and public warehouses. Substantially all of AbbVie’s sales in the United States are to three wholesalers. Outside the United States, products are sold primarily to customers or through distributors, depending on the market served.

 

AbbVie was incorporated in Delaware on April 10, 2012. On January 1, 2013, AbbVie became an independent, publicly-traded company as a result of the distribution by Abbott Laboratories (Abbott) of 100 percent of the outstanding common stock of AbbVie to Abbott’s shareholders (the separation). In connection with the separation, AbbVie and Abbott entered into transition services agreements covering certain corporate support and back office services that AbbVie historically received from Abbott. Such services include information technology, accounts payable, payroll, receivables collection, treasury and other financial functions, as well as order entry, warehousing, engineering support, quality assurance support and other administrative services. These agreements facilitated the separation by allowing AbbVie to operate independently prior to establishing stand-alone back office functions across its organization. The majority of these transition service agreements expired without extension at December 31, 2014; however, some of these services continue to be provided to AbbVie on a temporary basis. The remaining transition services agreements are expected to terminate during 2015.

 

During the three months ended March 31, 2015 and 2014, AbbVie incurred $104 million and $80 million, respectively, of separation-related expenses, which were principally classified in selling, general and administrative (SG&A) expenses in the condensed consolidated statements of earnings.

 

Basis of Historical Presentation

 

The unaudited interim condensed consolidated financial statements of AbbVie have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the company’s financial position and operating results. Net sales and net earnings for any interim period are not necessarily indicative of future or annual results.

 

For a certain portion of AbbVie’s operations, the legal transfer of AbbVie’s assets (net of liabilities) did not occur with the separation of AbbVie on January 1, 2013 due to the time required to transfer marketing authorizations and satisfy other regulatory requirements in certain countries. Under the terms of the separation agreement with Abbott, AbbVie is responsible for the business activities conducted by Abbott on its behalf, and is subject to the risks and entitled to the benefits generated by these operations and assets. As a result, the related assets and liabilities and results of operations have been reported in AbbVie’s condensed consolidated financial statements as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014. Net sales related to these operations for the three months ended March 31, 2015 totaled approximately $49 million. The majority of these operations are expected to be transferred to AbbVie by the end of 2015.

 

7

Table of Contents

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs–Contracts with Customers (Subtopic 340-40). The amendments in ASU 2014-09 supersede most current revenue recognition requirements. The core principal of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. AbbVie can apply the amendments using one of the following two methods: (i) retrospectively to each prior reporting period presented, or (ii) retrospectively with the cumulative effect of initially applying the amendments recognized at the date of initial application. AbbVie is currently assessing the impact of adopting this guidance on its consolidated financial statements and the implementation approach to be used. In April 2015, the FASB voted for a one-year deferral of the effective date of ASU 2014-09. If approved, the new guidance will be effective for annual and interim periods beginning on or after December 15, 2017.

 

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015.

 

 

Interest Expense, Net

 

		Three months ended March 31,
(in millions)		2015		2014
Interest expense		$132		$70
Interest income		(6	)	(5	)
Interest expense, net		$126		$65

 

Interest expense, net for the three months ended March 31, 2015 included $59 million of financing-related costs incurred in connection with the proposed acquisition of Pharmacyclics, Inc. (Pharmacyclics).

 

Inventories

 

(in millions)		March 31, 2015		December 31, 2014
Finished goods		$291		$341
Work-in-process		568		629
Raw materials		163		154
Inventories, net		$1,022		$1,124

 

8

Table of Contents

 

Property and Equipment

 

(in millions)		March 31, 2015		December 31, 2014
Property and equipment, gross		$6,988		$7,105
Less accumulated depreciation		(4,557	)	(4,620	)
Property and equipment, net		$2,431		$2,485

 

Depreciation expense for the three months ended March 31, 2015 and 2014 was $90 million and $89 million, respectively.

 

 

AbbVie calculates earnings per share (EPS) using the more dilutive of the treasury stock or the two-class method. For both the three months ended March 31, 2015 and 2014, the two-class method was more dilutive. As such, the dilutive effect of outstanding restricted stock units (RSUs) and restricted stock awards (RSAs) for the three months ended March 31, 2015 and 2014 of approximately 3 million and 4 million, respectively, was excluded from the denominator for the calculation of diluted EPS. These awards otherwise would have been included in the calculation of EPS under the treasury stock method. Additionally, all earnings (distributed and undistributed) allocable to participating securities, including performance-based awards not otherwise included in the calculation of EPS under the treasury stock method, were excluded from the numerator for the calculation of basic and diluted earnings per share under the two-class method. Earnings allocable to participating securities for the three months ended March 31, 2015 and 2014 were $5 million and $4 million, respectively.

 

For the three months ended March 31, 2015 and 2014, approximately 0.5 million and 1 million, respectively, of common shares issuable under stock-based compensation plans were excluded from the computation of earnings per common share assuming dilution because the effect would have been antidilutive.

 

 

For the three months ended March 31, 2015, the company recorded acquired in-process research and development (IPR&D) charges of $127 million. Cash outflows related to collaborations, the acquisition of product rights and other arrangements totaled $736 million for the three months ended March 31, 2015, and included a $500 million payment to Calico Life Sciences LLC (Calico) as a result of the satisfaction of certain conditions under the research and development (R&D) collaboration with Calico for which a charge to IPR&D was recorded in 2014.

 

In March 2015, AbbVie entered into an exclusive worldwide license agreement with C2N Diagnostics to develop and commercialize anti-tau antibodies for the treatment of Alzheimer’s disease and other neurological disorders. As part of the agreement, AbbVie made an initial upfront payment of $100 million, which was expensed to IPR&D in the three months ended March 31, 2015. Upon the achievement of certain development, regulatory and commercial milestones, AbbVie could make additional payments of up to $685 million, as well as royalties on net sales.

 

No material transactions or cash flows related to significant arrangements were recognized during the three months ended March 31, 2014.

 

9

Table of Contents

 

Proposed Acquisition of Pharmacyclics, Inc.

 

On March 4, 2015, AbbVie announced it had entered into a definitive agreement to acquire all of the outstanding shares of Pharmacyclics. Pharmacyclics is a biopharmaceutical company that develops and commercializes novel therapies intended to improve quality of life, increase duration of life and resolve medical needs for people impacted by cancer and immune-mediated diseases. Pharmacyclics markets IMBRUVICA® (ibrutinib) and has several other product candidates in clinical development and preclinical molecules in lead optimization.

 

Under the terms of the agreement, AbbVie will acquire all of the outstanding shares of common stock of Pharmacyclics through a tender offer, followed by a second-step merger. In the tender offer, AbbVie has offered to acquire all of the outstanding shares of Pharmacyclics common stock for $261.25 per share, consisting of cash and AbbVie common stock. Pharmacyclics stockholders will be permitted to elect to exchange each outstanding Pharmacyclics share for (i) $152.25 in cash and $109.00 in fair market value of shares of AbbVie common stock, (ii) $261.25 in cash, or (iii) $261.25 in fair market value of shares of AbbVie common stock, subject to election and proration procedures. The aggregate consideration will consist of approximately 58 percent cash and 42 percent AbbVie common stock. The aggregate purchase price to acquire Pharmacyclics is expected to be approximately $21 billion and was approved by the boards of directors of both companies. AbbVie expects to close the transaction in the second quarter of 2015.

 

The obligation of AbbVie to accept for exchange, and to exchange, Pharmacyclics shares for cash and shares of AbbVie common stock in the offer is subject to a number of conditions, including that a majority of the outstanding Pharmacyclics shares have been validly tendered (and not properly withdrawn) in the offer and the receipt of the required regulatory approvals.

 

On March 27, 2015, in connection with the proposed acquisition of Pharmacyclics, AbbVie entered into an $18 billion, 364-Day Bridge Term Loan Credit Agreement (the bridge loan). No amounts have been drawn under the bridge loan. AbbVie intends to issue approximately $17 billion aggregate principal amount of senior notes to fund the proposed acquisition of Pharmacyclics. Upon this issuance, AbbVie intends to terminate in whole the unused commitments of the lenders under the bridge loan.

 

During the three months ended March 31, 2015, the company incurred financing-related costs totaling $59 million, which was recorded in interest expense.

 

10

Table of Contents

 

 

Goodwill

 

The carrying amount of goodwill was $5.5 billion and $5.9 billion at March 31, 2015 and December 31, 2014, respectively. Changes in the goodwill balance for the three months ended March 31, 2015 were due to foreign currency translation. As of March 31, 2015, there were no accumulated goodwill impairment losses. Future impairment tests for goodwill will be performed annually in the third quarter, or earlier if indicators of impairment exist.

 

Intangible Assets, Net

 

The following table summarizes AbbVie’s intangible assets:

 

		March 31, 2015						December 31, 2014
(in millions)		Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Definite-lived intangible assets
Developed product rights		$4,526		$(3,742	)	$784		$4,546		$(3,706	)	$840
License agreements		1,176		(889	)	287		1,097		(869	)	228
Total definite-lived intangible assets		5,702		(4,631	)	1,071		5,643		(4,575	)	1,068
Indefinite-lived research and development		407		—		407		445		—		445
Total intangible assets, net		$6,109		$(4,631	)	$1,478		$6,088		$(4,575	)	$1,513

 

Intangible assets with finite useful lives are amortized over their estimated useful lives. Amortization expense was $68 million and $110 million for the three months ended March 31, 2015 and 2014, respectively, and is included in cost of products sold in the condensed consolidated statements of earnings.

 

The indefinite-lived intangible assets represent acquired IPR&D associated with products that have not yet received regulatory approval. The latest impairment assessment of intangible assets not subject to amortization was completed in the third quarter of 2014. No impairment charges were recorded in the three months ended March 31, 2015 and 2014. Future impairment tests for indefinite-lived intangible assets will be performed annually in the third quarter, or earlier if indicators of impairment exist.

 

 

In 2014 and prior years, AbbVie management approved plans to realign its worldwide manufacturing operations, selected domestic and international commercial, and R&D operations in order to reduce costs in conjunction with the loss and expected loss of exclusivity of certain products. Restructuring charges recorded for the three months ended March 31, 2015 were $9 million and were recorded in cost of products sold in the condensed consolidated statements of earnings. These charges were cash costs and primarily related to employee severance.

 

The following summarizes the cash activity in the restructuring reserve for the three months ended March 31, 2015:

 

(in millions)
Accrued balance at December 31, 2014		$122
2015 restructuring charges		9
Payments and other adjustments		(12	)
Accrued balance at March 31, 2015		$119

 

11

Table of Contents

 

 

Risk Management Policy

 

The company is exposed to foreign currency exchange rate and interest rate risks related to its business operations. The company’s hedging policy attempts to manage these risks to an acceptable level based on the company’s judgment of the appropriate trade-off between risk, opportunity and costs. The company uses derivative instruments to reduce its exposure to foreign currency exchange rates. The company is also exposed to the risk that its earnings and cash flows could be adversely impacted by fluctuations in interest rates. The company periodically enters into interest rate swaps, based on judgment, to manage interest costs in which the company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional amount. Derivative instruments are not used for trading purposes or to manage exposure to changes in interest rates for investment securities, and none of the company’s outstanding derivative instruments contain credit risk related contingent features; collateral is generally not required.

 

Financial Instruments

 

Various AbbVie foreign subsidiaries enter into foreign currency forward exchange contracts to manage exposures to changes in foreign exchange rates for anticipated intercompany transactions denominated in a currency other than the functional currency of the local entity. These contracts, with notional amounts totaling $915 million and $1.4 billion at March 31, 2015 and December 31, 2014, respectively, are designated as cash flow hedges and are recorded at fair value. Accumulated gains and losses as of March 31, 2015 will be included in cost of products sold at the time the products are sold, generally not exceeding twelve months.

 

The company enters into foreign currency forward exchange contracts to manage its exposure to foreign currency denominated trade payables and receivables and intercompany loans. The contracts are marked-to-market, and resulting gains or losses are reflected in income and are generally offset by losses or gains on the foreign currency exposure being managed. At March 31, 2015 and December 31, 2014, AbbVie held notional amounts of $5.0 billion and $6.8 billion, respectively, of such foreign currency forward exchange contracts.

 

AbbVie is a party to interest rate hedge contracts, designated as fair value hedges, totaling $8.0 billion at both March 31, 2015 and December 31, 2014. The effect of the hedge is to change a fixed-rate interest obligation to a floating rate for that portion of the debt. AbbVie recorded the contracts at fair value and adjusted the carrying amount of the fixed-rate debt by an offsetting amount.

 

The following table summarizes the amounts and location of AbbVie’s derivative instruments as of March 31, 2015:

 

		Fair value – Derivatives in asset position				Fair value – Derivatives in liability position
(in millions)		Balance sheet caption		Amount		Balance sheet caption		Amount
Foreign currency forward exchange contracts —
Hedging instruments		Prepaid expenses and other		$149		Accounts payable and accrued liabilities		$—
Others not designated as hedges		Prepaid expenses and other		50		Accounts payable and accrued liabilities		34
Interest rate swaps designated as fair value hedges		n/a		—		Long-term liabilities		59
Total derivatives				$199				$93

 

12

Table of Contents

 

The following table summarizes the amounts and location of AbbVie’s derivative instruments as of December 31, 2014:

 

		Fair value — Derivatives in asset position				Fair value — Derivatives in liability position
(in millions)		Balance sheet caption		Amount		Balance sheet caption		Amount
Foreign currency forward exchange contracts —
Hedging instruments		Prepaid expenses and other		$141		Accounts payable and accrued liabilities		$—
Others not designated as hedges		Prepaid expenses and other		70		Accounts payable and accrued liabilities		63
Interest rate swaps designated as fair value hedges		n/a		—		Long-term liabilities		180
Total derivatives				$211				$243

 

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

 

The unrealized gains for the effective portions of the derivative instruments designated as cash flow hedges recognized in other comprehensive income were $87 million and $21 million for the three months ended March 31, 2015 and 2014, respectively. The amount of hedge ineffectiveness was not significant for the three months ended March 31, 2015 and 2014.

 

The following table summarizes the location in the condensed consolidated statements of earnings and the amount of gain/(loss) recognized into net earnings for derivative instruments, including the effective portions of the gain/(loss) reclassified out of accumulated other comprehensive loss into net earnings:

 

				Three months ended March 31,
(in millions)		Income statement caption		2015		2014
Foreign currency forward exchange contracts —
Designated as cash flow hedges		Cost of products sold		$31		$(12	)
Not designated as hedges		Net foreign exchange loss		(169	)	(1	)
Interest rate swaps designated as fair value hedges		Interest expense, net		121		86
Total				$(17	)	$73

 

The gain/(loss) related to fair value hedges is recognized in interest expense, net and directly offsets the (loss)/gain on the underlying hedged item, the fixed-rate debt, resulting in no net impact to interest expense, net for the three months ended March 31, 2015 and 2014.

 

Fair Value Measures

 

The fair value hierarchy under the accounting standard for fair value measurements consists of the following three levels:

 

·            Level 1– Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access;

 

·            Level 2 – Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market; and

 

·            Level 3 – Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company’s management about the assumptions market participants would use in pricing the asset or liability.

 

13

Table of Contents

 

The following table summarizes the bases used to measure certain assets and liabilities that are carried at fair value on a recurring basis in the condensed consolidated balance sheet as of March 31, 2015:

 

				Basis of fair value measurement
(in millions)		Balance at March 31, 2015		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Cash and equivalents		$7,906		$992		$6,914		$—
Equity securities		15		15		—		—
Foreign currency contracts		199		—		199		—
Total assets		$8,120		$1,007		$7,113		$—
Liabilities
Interest rate hedges		$59		$—		$59		$—
Foreign currency contracts		34		—		34		—
Total liabilities		$93		$—		$93		$—

 

The following table summarizes the bases used to measure certain assets and liabilities that are carried at fair value on a recurring basis in the condensed consolidated balance sheet as of December 31, 2014:

 

				Basis of fair value measurement
(in millions)		Balance at December 31, 2014		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Cash and equivalents		$8,348		$1,214		$7,134		$—
Time deposits		9		—		9		—
Equity securities		13		13		—		—
Foreign currency contracts		211		—		211		—
Total assets		$8,581		$1,227		$7,354		$—
Liabilities
Interest rate hedges		$180		$—		$180		$—
Foreign currency contracts		63		—		63		—
Total liabilities		$243		$—		$243		$—

 

The fair values for time deposits included in cash and equivalents and short-term investments are determined based on a discounted cash flow analysis reflecting quoted market rates for the same or similar instruments. The fair values of time deposits approximate their amortized cost due to the short maturities of these instruments. Available-for-sale equity securities consists of investments for which the fair values are determined by using the published market price per unit multiplied by the number of units held, without consideration of transaction costs. The derivatives entered into by the company are valued using publicized spot curves for interest rate hedges and publicized forward curves for foreign currency contracts.

 

Cumulative net unrealized holding gains on available-for-sale equity securities totaled $4 million and $3 million at March 31, 2015 and December 31, 2014, respectively.

 

There have been no transfers of assets or liabilities between the fair value measurement levels.

 

14

Table of Contents

 

In addition to the financial instruments that the company is required to recognize at fair value on the condensed consolidated balance sheets, the company has certain financial instruments that are recognized at historical cost or some basis other than fair value. The carrying values and fair values of certain financial instruments as of March 31, 2015 and December 31, 2014 are shown in the table below:

 

		Book values				Approximate fair values
(in millions)		March 31, 2015		December 31, 2014		March 31, 2015		December 31, 2014
Assets
Investments		$96		$95		$129		$145
Liabilities
Short-term borrowings		569		425		569		425
Current portion of long-term debt and lease obligations		4,021		4,021		4,029		4,033
Long-term debt and lease obligations, excluding fair value hedges		10,742		10,745		10,893		10,830

 

The following table summarizes the bases used to measure the approximate fair values of the financial instruments as of March 31, 2015:

 

				Basis of fair value measurement
(in millions)		Fair value at March 31, 2015		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Investments		$129		$47		$16		$66
Total assets		$129		$47		$16		$66
Liabilities
Short-term borrowings		$569		$—		$569		$—
Current portion of long-term debt and lease obligations		4,029		4,007		22		—
Long-term debt and lease obligations, excluding fair value hedges		10,893		10,803		90		—
Total liabilities		$15,491		$14,810		$681		$—

 

The following table summarizes the bases used to measure the approximate fair values of the financial instruments as of December 31, 2014:

 

				Basis of fair value measurement
(in millions)		Fair value at December 31, 2014		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Investments		$145		$68		$13		$64
Total assets		$145		$68		$13		$64
Liabilities
Short-term borrowings		$425		$—		$425		$—
Current portion of long-term debt and lease obligations		4,033		4,012		21		—
Long-term debt and lease obligations, excluding fair value hedges		10,830		10,737		93		—
Total liabilities		$15,288		$14,749		$539		$—

 

15

Table of Contents

 

Investments consist of cost method investments and held-to-maturity debt securities. Cost method investments include certain investments for which the fair value is determined by using the published market price per unit multiplied by the number of units held, without consideration of transaction costs. To determine the fair value of other cost method investments, the company takes into consideration recent transactions, as well as the financial information of the investee, which represents a Level 3 basis of fair value measurement. The fair values of held-to-maturity debt securities were estimated based upon the quoted market prices for the same or similar debt instruments. The fair values of short-term and current borrowings approximate the carrying values due to the short maturities of these instruments.

 

The fair values of long-term debt, excluding fair value hedges, were determined by using the published market price for the debt instruments, without consideration of transaction costs, which represents a Level 1 basis of fair value measurement. The counterparties to financial instruments consist of select major international financial institutions.

 

Concentrations of Risk

 

The company invests excess cash in time deposits, money market funds and U.S. Treasury securities and diversifies the concentration of cash among different financial institutions. The company monitors concentrations of credit risk associated with deposits with financial institutions. Credit exposure limits have been established to limit a concentration with any single issuer or institution.

 

At March 31, 2015, AbbVie had approximately $265 million of net monetary assets denominated in the Venezuelan bolivar (converted at a rate of 6.3 VEF/USD) in its Venezuelan entity, which had net sales of $46 million for the three months ended March 31, 2015. If AbbVie’s net monetary assets denominated in the Venezuelan bolivar had been converted at a rate of 12 VEF/USD at March 31, 2015, it would have resulted in a devaluation loss of $126 million for the three months ended March 31, 2015. The company cannot predict whether there will be further devaluations of the Venezuelan currency or whether the use of the official rate of 6.3 will continue to be supported by evolving facts and circumstances. If circumstances change such that the company concludes it would be appropriate to use a different rate, or if a devaluation of the official rate occurs, it could result in a significant change to AbbVie’s results of operations.

 

Three U.S. wholesalers accounted for 48 percent and 49 percent of total net accounts receivable as of March 31, 2015 and December 31, 2014, respectively, and substantially all of AbbVie’s sales in the United States are to these three wholesalers. In addition, net governmental receivables outstanding in Greece, Portugal, Italy and Spain totaled $479 million at March 31, 2015 and $446 million at December 31, 2014.

 

HUMIRA® (adalimumab) is AbbVie’s single largest product and accounted for approximately 62 percent and 58 percent of AbbVie’s total net sales in the three months ended March 31, 2015 and 2014, respectively.

 

Debt and Credit Facilities

 

Short-term borrowings include commercial paper borrowings of $569 million and $416 million as of March 31, 2015 and December 31, 2014, respectively. The weighted-average interest rate on outstanding commercial paper borrowings for the three months ended March 31, 2015 and 2014 was 0.3 percent and 0.2 percent, respectively.

 

At March 31, 2015, AbbVie was in compliance with the financial covenants of its $3.0 billion unsecured credit facility. No amounts were outstanding under this facility as of March 31, 2015 and December 31, 2014.

 

On March 27, 2015, in connection with the proposed acquisition of Pharmacyclics, AbbVie entered into the bridge loan. See Note 4 for additional information.

 

16

 

The following is the summary of net periodic benefit costs relating to the company’s defined benefit and other post-employment plans:

 

		Defined benefit plans				Other post- employment plans
For the three months ended March 31 (in millions)		2015		2014		2015		2014
Service cost		$58		$43		$6		$5
Interest cost		56		55		6		6
Expected return on plan assets		(81	)	(75	)	—		—
Amortization of actuarial losses (gains) and prior service costs		34		17		1		(1	)
Net periodic benefit cost		$67		$40		$13		$10

 

AbbVie made voluntary contributions of $150 million in the three months ended March 31, 2015 and $370 million in the three months ended March 31, 2014 to its main domestic defined benefit pension plan.

 

 

Stock-Based Compensation

 

Stock-based compensation expense was $119 million and $106 million for the three months ended March 31, 2015 and 2014, respectively, and is principally classified in SG&A expense with the remainder classified in R&D expense and cost of products sold.

 

Prior to separation, AbbVie employees participated in Abbott’s incentive stock program. The AbbVie 2013 Incentive Stock Program, adopted at the time of separation, facilitated the assumption of certain awards granted under Abbott’s incentive stock program and authorizes the post-separation grant of several different forms of benefits, including nonqualified stock options, RSAs, RSUs and performance-based RSAs and RSUs.

 

In connection with the separation, outstanding Abbott employee stock options, RSAs and RSUs previously issued under Abbott’s incentive stock program, were adjusted and converted into new Abbott and AbbVie stock-based awards using a formula designed to preserve the intrinsic value and fair value of the awards immediately prior to the separation. Upon the separation on January 1, 2013, holders of Abbott stock options, RSAs and RSUs, generally received one AbbVie stock-based award for each Abbott stock-based award outstanding. These adjusted awards retained the vesting schedule and expiration date of the original awards. No awards have been granted to Abbott employees other than in connection with the separation.

 

17

Table of Contents

 

Stock Options

 

The exercise price for options granted is equal to at least 100 percent of the market value on the date of grant. Stock options typically have a contractual term of 10 years and generally vest in one-third increments over a three-year period.

 

The fair value of stock options is determined using the Black-Scholes model. The weighted-average grant-date fair values of the stock options granted during the three months ended March 31, 2015 and 2014 were $9.96 and $9.83, respectively. Stock-based compensation expense attributable to options during each of the periods presented was not material.

 

The following table summarizes AbbVie stock option activity for both AbbVie and Abbott employees for the three months ended March 31, 2015:

 

(options in thousands, aggregate intrinsic value in millions)		Options		Weighted- average exercise price		Weighted- average remaining life (in years)		Aggregate intrinsic value
Outstanding at December 31, 2014		28,280		$28.53		3.3		$1,044
Granted		1,205		58.88
Exercised		(2,356	)	25.03
Lapsed		(34	)	25.92
Outstanding at March 31, 2015		27,095		30.19		3.6		$768
Exercisable at March 31, 2015		24,579		$27.99		3.0		$751

 

The aggregate intrinsic value in the table above represents the difference between the exercise price and the company’s closing stock price on the last day of trading for the three months ended March 31, 2015. The total intrinsic value of options exercised was $83 million and $72 million for the three months ended March 31, 2015 and 2014, respectively.

 

As of March 31, 2015, $8 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next two years.

 

RSAs & RSUs

 

The following table summarizes AbbVie RSA and RSU activity (including performance-based awards) for both AbbVie and Abbott employees for the three months ended March 31, 2015:

 

(share units in thousands)		Share units		Weighted-average grant date fair value
Outstanding at December 31, 2014		12,815		$40.98
Granted		4,336		58.89
Vested		(5,293	)	36.99
Lapsed		(155	)	44.42
Outstanding at March 31, 2015		11,703		$49.37

 

The weighted-average grant date fair value per share of RSAs and RSUs (including performance-based awards) is determined based on the number of shares granted and the quoted price of the company’s common stock on the date of the grant. The fair market value of RSAs and RSUs vested was $310 million and $314 million for the three months ended March 31, 2015 and 2014, respectively.

 

As of March 31, 2015, $303 million of unrecognized compensation cost related to RSAs and RSUs is expected to be recognized as expense over approximately the next two years.

 

18

Table of Contents

 

Cash Dividends

 

On February 19, 2015, the board of directors declared a quarterly cash dividend of $0.51 per share, which represents an increase of approximately 4 percent over the previous quarterly rate of $0.49 per share. The dividend is payable May 15, 2015 to stockholders of record at the close of business on April 15, 2015. Additionally, the quarterly cash dividend declared by the board of directors on October 20, 2014 of $0.49 per share of common stock, which represented an increase of nearly 17 percent over the previous quarterly rate of $0.42 per share, for stockholders of record on January 15, 2015 was paid on February 13, 2015.

 

On February 14 and May 15, 2014, AbbVie paid quarterly cash dividends of $0.40 and $0.42 per share of common stock, respectively, which were declared by the board of directors on December 12, 2013 and February 20, 2014, respectively.

 

Stock Repurchase Program

 

On February 15, 2013, AbbVie’s board of directors authorized a $1.5 billion stock repurchase program. On October 20, 2014, AbbVie’s board of directors authorized a new $5.0 billion stock repurchase program, which was effective immediately and superseded the previous authorization. This program is expected to be executed over the next several years. The stock repurchase authorization permits purchases of AbbVie shares from time to time in open market or private transactions at management’s direction depending on the company’s cash flows, net debt level and market conditions. The program has no time limit and can be discontinued at any time. In March 2015, the board of directors authorized a $5.0 billion increase to the existing stock repurchase program. This increase will support AbbVie’s intention to execute an accelerated share repurchase program to repurchase at least half of the equity issued in connection with the proposed acquisition of Pharmacyclics.

 

Under these programs, AbbVie repurchased approximately 4 million shares for $250 million in the open market during the three months ended March 31, 2015 and approximately 5 million shares for $250 million in the open market during the three months ended March 31, 2014. Shares repurchased under this program are recorded at acquisition cost, including related expenses, and are available for general corporate purposes. AbbVie’s remaining stock repurchase authorization was $9.4 billion as of March 31, 2015.

 

Accumulated Other Comprehensive Loss

 

The following table summarizes the changes in balances of each component of accumulated other comprehensive loss, net of tax for the three months ended March 31, 2015:

 

 

(in millions) (brackets denote losses)		Foreign currency translation adjustments		Pension and post- employment benefits		Unrealized gains on marketable equity securities		Hedging activities		Total
Balance as of December 31, 2014		$(603	)	$(1,608	)	$3		$177		$(2,031	)
Other comprehensive (loss) income before reclassifications		(549	)	30		1		87		(431	)
Amounts reclassified from accumulated other comprehensive loss		—		25		—		(30	)	(5	)
Net current-period other comprehensive (loss) income		(549	)	55		1		57		(436	)
Balance as of March 31, 2015		$(1,152	)	$(1,553	)	$4		$234		$(2,467	)

 

Other comprehensive loss for the three months ended March 31, 2015 includes foreign currency translation adjustments totaling a loss of $549 million, which was principally driven by the impact of the continued weakening of the Euro in the three months ended March 31, 2015 on the translation of the company’s Euro-denominated assets.

 

19

Table of Contents

 

The following table summarizes the changes in balances of each component of accumulated other comprehensive loss, net of tax for the three months ended March 31, 2014:

 

(in millions) (brackets denote losses)		Foreign currency translation adjustments		Pension and post- employment benefits		Unrealized gains on marketable equity securities		Hedging activities		Total
Balance as of December 31, 2013		$470		$(827	)	$2		$(87	)	$(442	)
Other comprehensive (loss) income before reclassifications		(29	)	—		—		21		(8	)
Amounts reclassified from accumulated other comprehensive loss		—		12		—		12		24
Net current-period other comprehensive (loss) income		(29	)	12		—		33		16
Balance as of March 31, 2014		$441		$(815	)	$2		$(54	)	$(426	)

 

The table below presents the significant amounts reclassified out of each component of accumulated other comprehensive loss for the three months ended March 31, 2015 and 2014:

 

		Three months ended March 31,
(in millions) (brackets denote losses)		2015		2014
Pension and post-employment benefits
Amortization of actuarial losses and other (a)		$35		$16
Less tax benefit		(10	)	(4		)
Total reclassification, net of tax		$25		$12
Hedging activities
(Gains) losses on designated cash flow hedges (b)		$(31	)	$12
Less tax expense		1		—
Total reclassification, net of tax		$(30	)	$12

 

(a) Amounts are included in the computation of net periodic benefit cost (see Note 8).

(b) Amounts are included in cost of products sold (see Note 7).

 

20