AbbVie Inc. - Quarter Report: 2016 June (Form 10-Q)

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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 June 30, 2016

 

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.

 

(Exact name of registrant as specified in its charter)

 

 

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.

 

 

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 June 30, 2016, AbbVie Inc. had 1,628,542,359 shares of common stock at $0.01 par value outstanding.

 

 

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AbbVie Inc. and Subsidiaries

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PART I.	FINANCIAL INFORMATION
		Page
ITEM 1.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	2
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	41
ITEM 4.	CONTROLS AND PROCEDURES	43
PART II.	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	43
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	44
ITEM 6.	EXHIBITS	44

 

 

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PART I.                         FINANCIAL INFORMATION

 

ITEM 1.                         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

AbbVie Inc. and Subsidiaries

 

Condensed Consolidated Statements of Earnings (unaudited)

 

		Three months ended June 30,				Six months ended June 30,
(in millions, except per share data)		2016		2015		2016		2015
Net revenues		$6,452		$5,475		$12,410		$10,515
Cost of products sold		1,405		916		2,774		1,858
Selling, general and administrative		1,466		1,703		2,821		3,176
Research and development		1,124		981		2,070		1,792
Acquired in-process research and development		70		23		80		150
Total operating costs and expenses		4,065		3,623		7,745		6,976
Operating earnings		2,387		1,852		4,665		3,539
Interest expense, net		225		164		425		290
Net foreign exchange loss		15		14		317		178
Other expense (income), net		51		(4	)	51		(3	)
Earnings before income tax expense		2,096		1,678		3,872		3,074
Income tax expense		486		312		908		686
Net earnings		$1,610		$1,366		$  2,964		$  2,388
Per share data
Basic earnings per share		$  0.99		$  0.84		$    1.82		$    1.48
Diluted earnings per share		$  0.98		$  0.83		$    1.81		$    1.47
Cash dividends declared per common share		$  0.57		$  0.51		$    1.14		$    1.02
Weighted-average basic shares outstanding		1,624		1,620		1,620		1,608
Weighted-average diluted shares outstanding		1,632		1,633		1,629		1,621

 

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

 

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AbbVie Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (unaudited)

 

		Three months ended June 30,				Six months ended June 30,
(in millions)		2016		2015		2016		2015
Net earnings		$1,610		$1,366		$2,964		$2,388
Foreign currency translation adjustments, net of tax (benefit) expense of ($21) and $21 for the three months ended June 30, 2016 and 2015, respectively, and $20 and ($108) for the six months ended June 30, 2016 and 2015, respectively		(55	)	133		133		(416	)
Pension and post-employment benefits, net of tax expense of $7 and $8 for the three months ended June 30, 2016 and 2015, respectively, and $15 and $18 for the six months ended June 30, 2016 and 2015, respectively		18		13		33		68
Unrealized gains on marketable equity securities, net of tax (benefit) expense of ($1) and $1 for the three months ended June 30, 2016 and 2015, respectively, and ($8) and $1 for the six months ended June 30, 2016 and 2015, respectively		32		8		7		9
Hedging activities, net of tax expense (benefit) of $3 and ($1) for the three months ended June 30, 2016 and 2015, respectively, and ($4) and ($2) for the six months ended June 30, 2016 and 2015, respectively		38		(61	)	(2	)	(4	)
Other comprehensive income (loss)		33		93		171		(343	)
Comprehensive income		$1,643		$1,459		$3,135		$2,045

 

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

 

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AbbVie Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

 

(in millions, except share data)		June 30, 2016		December 31, 2015
		(unaudited)
Assets
Current assets
Cash and equivalents		$  6,327		$  8,399
Short-term investments		1,675		8
Accounts receivable, net		5,048		4,730
Inventories, net		1,756		1,719
Prepaid expenses and other		1,985		1,458
Total current assets		16,791		16,314
Investments		1,400		145
Property and equipment, net		2,618		2,565
Intangible assets, net of accumulated amortization		29,450		19,709
Goodwill		15,507		13,168
Other assets		1,445		1,149
Total assets		$67,211		$53,050
Liabilities and Equity
Current liabilities
Short-term borrowings		$     494		$     406
Current portion of long-term debt and lease obligations		23		2,025
Accounts payable and accrued liabilities		8,755		8,463
Total current liabilities		9,272		10,894
Long-term debt and lease obligations		37,328		29,240
Deferred income taxes		7,180		5,276
Other long-term liabilities		7,791		3,695
Commitments and contingencies
Stockholders’ equity
Common stock, $0.01 par value, authorized 4,000,000,000 shares, issued 1,761,253,463 and 1,749,027,140 shares as of June 30, 2016 and December 31, 2015, respectively		18		17
Common stock held in treasury, at cost, 132,711,104 and 139,134,205 shares as of June 30, 2016 and December 31, 2015, respectively		(8,383	)	(8,839	)
Additional paid-in capital		13,046		13,080
Retained earnings		3,349		2,248
Accumulated other comprehensive loss		(2,390	)	(2,561	)
Total stockholders’ equity		5,640		3,945
Total liabilities and equity		$67,211		$53,050

 

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

 

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

 

		Six months ended June 30,
(in millions) (brackets denote cash outflows)		2016		2015
Cash flows from operating activities
Net earnings		$ 2,964		$  2,388
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation		211		194
Amortization of intangible assets		346		154
Change in fair value of contingent consideration		41		—
Stock-based compensation		209		174
Upfront costs and milestones related to collaborations		150		150
Devaluation loss related to Venezuela		298		—
Other, net		74		395
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(194	)	(588	)
Inventories		—		(160	)
Prepaid expenses and other assets		(142	)	301
Accounts payable and other liabilities		89		409
Cash flows from operating activities		4,046		3,417
Cash flows from investing activities
Acquisitions of businesses, net of cash acquired		(2,455	)	(11,488	)
Other acquisitions and investments		(132	)	(794	)
Acquisitions of property and equipment		(252	)	(260	)
Purchases of investment securities		(4,020	)	(851	)
Sales and maturities of investment securities		1,103		9
Cash flows from investing activities		(5,756	)	(13,384	)
Cash flows from financing activities
Net change in short-term borrowings		88		(425	)
Proceeds from issuance of long-term debt		7,771		16,655
Repayments of long-term debt and lease obligations		(2,005	)	(11	)
Debt issuance cost		(52	)	(179	)
Dividends paid		(1,851	)	(1,604	)
Purchases of treasury stock		(4,212	)	(5,344	)
Proceeds from the exercise of stock options		169		101
Other, net		37		46
Cash flows from financing activities		(55	)	9,239
Effect of exchange rate changes on cash and equivalents		(307	)	(220	)
Net decrease in cash and equivalents		(2,072	)	(948	)
Cash and equivalents, beginning of period		8,399		8,348
Cash and equivalents, end of period		$ 6,327		$  7,400
Supplemental schedule of non-cash investing and financing activities
Issuance of common shares associated with acquisitions of businesses		$ 3,923		$  8,405

 

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

 

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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 net revenues 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% of the outstanding common stock of AbbVie to Abbott’s shareholders. 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 included 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 transition services agreements had original terms of up to 24 months, with an option for a one-year extension. The majority of these transaction service agreements expired without extension at December 31, 2014. With certain limited exceptions, the remaining transition services agreements terminated on or prior to December 31, 2015.

 

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, 2015.

 

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 revenues and net earnings for any interim period are not necessarily indicative of future or annual results. Certain reclassifications were made to conform the prior period interim condensed consolidated financial statements to the current period presentation.

 

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 this standard 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. AbbVie can apply the amendments using one of the following two methods: (i) retrospectively to each prior reporting period presented, or (ii) modified retrospectively with the cumulative effect of initially applying the amendments recognized at the date of initial application. In July 2015, the FASB issued ASU No. 2015-4, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 by one year for all entities. Accordingly, this standard will be effective for AbbVie starting with the first quarter of 2018. Early application is permitted for AbbVie only for annual reporting periods starting with the first quarter of 2017. AbbVie is currently assessing the impact and timing of adopting this guidance on its consolidated financial statements and the implementation approach to be used.

 

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The standard requires several targeted changes including that equity investments (except

 

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those accounted for under the equity method of accounting, or those that result in consolidation of the investee) be measured at fair value with changes in fair value recognized in net earnings. The new guidance also changes certain disclosure requirements and other aspects of current U.S. GAAP. Amendments are to be applied as a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. This standard will be effective for AbbVie starting with the first quarter of 2018. The standard does not permit early adoption with the exception of certain targeted provisions. AbbVie is currently assessing the impact and timing of adopting this guidance on its consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 outlines a comprehensive lease accounting model and supercedes the current lease guidance. The new standard requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new standard must be adopted using the modified retrospective approach and will be effective for AbbVie starting with the first quarter of 2019. Early adoption is permitted. AbbVie is currently assessing the impact and timing of adopting this guidance on its consolidated financial statements.

 

In March 2016, FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Under the new guidance, excess tax benefits associated with share-based awards will be recognized in the statement of earnings when the awards vest or settle, rather than in stockholders’ equity. In addition, the standard will increase the number of shares an employer can withhold to cover income taxes on share-based payment awards and still qualify for the exemption to liability classification. The standard also permits entities to make a policy election to account for forfeitures as they occur as well as clarifies the statement of cash flows presentation for certain components of share-based awards. The guidance will be effective for AbbVie starting with the first quarter of 2017. Early adoption is permitted with any adjustments reflected as of the beginning of the fiscal year of adoption. AbbVie is currently assessing the impact and timing of adopting this guidance on its consolidated financial statements.

 

 

Interest Expense, Net

 

		Three months ended June 30,				Six months ended June 30,
(in millions)		2016		2015		2016		2015
Interest expense		$245		$172		$460		$304
Interest income		(20	)	(8	)	(35	)	(14	)
Interest expense, net		$225		$164		$425		$290

 

Interest expense, net for the three and six months ended June 30, 2016 increased due to the May 2015 issuance of $16.7 billion aggregate principal amount of senior notes, which were issued primarily to finance the acquisition of Pharmacyclics, Inc. (Pharmacyclics), as well as the May 2016 issuance of $7.8 billion aggregate principal amount of senior notes, which were issued primarily to finance the acquisition of Stemcentrx, Inc. (Stemcentrx) and to repay the company’s outstanding $2.0 billion term loan maturing in November 2016. These increases were partially offset by the absence of bridge financing-related costs of $27 million and $86 million for the three and six months ended June 30, 2015, respectively, incurred in connection with the acquisition of Pharmacyclics. Refer to Note 4 for additional information related to the acquisitions of Stemcentrx and Pharmacyclics.

 

Inventories

 

(in millions)		June 30, 2016		December 31, 2015
Finished goods		$   556		$   469
Work-in-process		1,068		1,081
Raw materials		132		169
Inventories, net		$1,756		$1,719

 

Inventories, net as of June 30, 2016 and December 31, 2015 included $246 million and $356 million acquired through the acquisition of Pharmacyclics on May 26, 2015. The amortization of the fair market value step-up for acquired inventory was included in cost of

 

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products sold in the condensed consolidated statements of earnings. The related amortization was $46 million and $91 million for the three and six months ended June 30, 2016, respectively, and was $19 million for both the three and six months ended June 30, 2015, respectively.

 

Property and Equipment

 

(in millions)		June 30, 2016		December 31, 2015
Property and equipment, gross		$7,601		$7,334
Less accumulated depreciation		(4,983	)	(4,769	)
Property and equipment, net		$2,618		$2,565

 

Depreciation expense for the three months ended June 30, 2016 and 2015 was $108 million and $104 million, respectively, and was $211 million and $194 million for the six months ended June 30, 2016 and 2015, respectively.

 

 

AbbVie calculates earnings per share (EPS) using the more dilutive of the treasury stock or the two-class method. For all periods presented, the two-class method was more dilutive. As such, the dilutive effect of unvested restricted stock units (RSUs) and restricted stock awards (RSAs) of approximately 2 million and 3 million shares for the three and six months ended June 30, 2016, respectively, were 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 and six months ended June 30, 2016 were $8 million and $15 million, respectively. The dilutive effect of unvested RSUs and RSAs excluded from the denominator for the calculation of diluted EPS for both the three and six months ended June 30, 2015 were approximately 3 million shares, respectively. Earnings allocable to participating securities for the three and six months ended June 30, 2015 were $7 million and $11 million, respectively.

 

As further described in Note 10, AbbVie entered into and executed a $3.8 billion and a $5.0 billion accelerated share repurchase agreement (ASR) with two separate third party financial institutions on June 1, 2016 and May 26, 2015, respectively. For purposes of calculating EPS for the periods presented, AbbVie reflected both ASRs as a repurchase of AbbVie common stock and as a forward contract indexed to its own common stock in the relevant periods.

 

Certain common shares, including shares expected to be received under the final settlement of the ASRs and certain shares issuable under stock-based compensation plans, were excluded from the computation of EPS because the effect would have been antidilutive.  The number of common shares excluded were not material for any period presented.

 

 

Acquisition of Stemcentrx

 

On June 1, 2016, AbbVie acquired all of the outstanding equity interests in Stemcentrx, a privately held biotechnology company. The transaction expands AbbVie’s oncology pipeline by adding the late-stage asset rovalpituzumab tesirine (Rova-T), four additional early-stage clinical compounds in solid tumor indications, and a significant portfolio of pre-clinical assets. Rova-T is currently in registrational trials for small cell lung cancer.

 

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The aggregate upfront consideration for the acquisition of Stemcentrx consisted of approximately 62.4 million shares of AbbVie common stock, issued from common stock held in treasury, valued at $3.9 billion and $1.9 billion in cash. In addition, AbbVie paid $65 million to holders of unvested Stemcentrx options where the vesting of those awards was accelerated as a result of the acquisition and such acceleration was attributable to the post-combination service period. This payment was recorded as post-acquisition stock-based compensation expense. AbbVie may make up to $4.0 billion in additional payments upon the achievement of certain development and regulatory milestones. The acquisition-date fair value of the contingent consideration totaled $370 million and was classified as other long-term liabilities and was estimated using a combination of probability-weighted discounted cash flow models and Monte Carlo simulation models. The estimate is based on significant inputs that are not observable in the market, referred to as Level 3 inputs, as described in more detail in Note 8. The total consideration for the acquisition of Stemcentrx was $6.2 billion and is summarized as follows:

 

(in millions)
Cash		$1,860
Fair value of AbbVie common stock		3,923
Contingent consideration		370
Total consideration		$6,153

 

The acquisition of Stemcentrx has been accounted for as a business combination using the acquisition method of accounting. This method required, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. A preliminary purchase price allocation has been made and the recorded amounts are subject to change. Finalization of valuation efforts could result in a change in the amounts recorded for the acquisition-date fair value of contingent consideration, intangible assets, goodwill, and associated deferred tax liabilities. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year from the acquisition date.

 

The following table summarizes preliminary fair values of assets acquired and liabilities assumed as of the June 1, 2016 acquisition date:

 

(in millions)
Assets acquired and liabilities assumed
Accounts receivable	$       1
Prepaid expenses and other	7
Property and equipment	17
Intangible assets - Indefinite-lived research and development	5,770
Accounts payable and accrued liabilities	(31	)
Deferred income taxes	(1,855	)
Other long-term liabilities	(7	)
Total identifiable net assets	3,902
Goodwill	2,251
Total assets acquired and liabilities assumed	$6,153

 

Intangible assets relate to acquired in-process research and development (IPR&D) for Rova-T, four additional early-stage clinical compounds in solid tumor indications, and several additional pre-clinical compounds. The estimated fair value of the acquired IPR&D was determined using the multi-period excess earnings model of the “income approach,” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated annual cash flows for each asset or product (including net revenues, cost of sales, R&D costs, selling and marketing costs and working capital/contributory asset charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, the regulatory approval probabilities, commercial success risks, competitive landscape, as well as other factors.

 

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized.

 

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Specifically, the goodwill recognized from the acquisition of Stemcentrx includes expected synergies, including the ability to leverage the respective strengths of each business, expanding the combined company’s product portfolio, acceleration of clinical and commercial presence in oncology, establishment of a strong leadership position in oncology and impacted by establishing a deferred tax liability for the acquired identifiable intangible assets which have no tax basis. The goodwill is not deductible for tax purposes.

 

From the acquisition date through June 30, 2016, AbbVie’s condensed consolidated statements of earnings included immaterial net revenues and an operating loss of $90 million associated with the acquisition. The operating loss included $65 million of post-acquisition stock-based compensation expense related to the acceleration of vesting of Stemcentrx options.

 

Pro Forma Financial Information

 

The following table presents the unaudited pro forma combined results of operations of AbbVie and Stemcentrx for the three and six months ended June 30, 2016 and 2015 as if the acquisition of Stemcentrx had occurred on January 1, 2015:

 

		Three months ended June 30,				Six months ended June 30,
(in millions, except per share information)		2016		2015		2016		2015
Net revenues		$6,454		$5,479		$12,413		$10,521
Net earnings		$1,649		$1,324		$  2,936		$  2,221
Basic earnings per share		$  0.99		$  0.79		$    1.76		$    1.33
Diluted earnings per share		$  0.99		$  0.78		$    1.75		$    1.32

 

The unaudited pro forma financial information was prepared using the acquisition method of accounting and was based on the historical financial information of AbbVie and Stemcentrx. In order to reflect the occurrence of the acquisition on January 1, 2015 as required, the unaudited pro forma financial information includes adjustments to reflect the additional interest expense associated with the issuance of debt to finance the acquisition and the reclassification of acquisition, integration, and financing-related costs incurred during the three and six months ended June 30, 2016 to the three and six months ended June 30, 2015. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the acquisition been completed on January 1, 2015. In addition, the unaudited pro forma financial information is not a projection of the future results of operations of the combined company nor does it reflect the expected realization of any cost savings or synergies associated with the acquisition.

 

Acquisition of BI 655066 and BI 655064 from Boehringer Ingelheim

 

On April 1, 2016, AbbVie acquired all rights to risankizumab (BI 655066), an anti-IL-23 monoclonal biologic antibody in Phase 3 development for psoriasis, from Boehringer Ingelheim (BI) pursuant to a global collaboration agreement. AbbVie is also evaluating the potential of this biologic therapy in Crohn’s disease, psoriatic arthritis, and asthma. In addition to risankizumab, AbbVie also gained rights to an anti-CD40 antibody, BI 655064, currently in Phase 1 development. BI will retain responsibility for further development of BI 655064, and AbbVie may elect to advance the program after completion of certain clinical achievements. The acquired assets include all patents, data, know-how, third-party agreements, regulatory filings, and manufacturing technology related to BI 655066 and BI 655064.

 

Under the terms of the agreement, AbbVie made an upfront payment of $595 million. AbbVie estimates it will make an additional $20 million payment to BI pursuant to a contractual obligation to reimburse BI for certain development costs it incurred prior to the acquisition date. In addition, AbbVie may make additional contingent payments upon the achievement of defined development, regulatory, and commercial milestones as well as royalty payments based on net sales of licensed products. The maximum aggregate amount payable for development and regulatory milestones is approximately $1.6 billion. The acquisition-date fair value of these milestones was $625 million. In addition, the acquisition-date fair value of contingent royalty payments was $3,135 million.

 

The company concluded that the acquired assets met the definition of a business and accounted for the transaction as a business combination using the acquisition method of accounting. Pro forma results of operations for this acquisition have not been presented because this acquisition is not material to AbbVie’s consolidated results of operations.

 

A preliminary purchase price allocation has been made and the recorded amounts are subject to change. Finalization of valuation efforts could result in a change in the amounts recorded for the acquisition-date fair value of contingent consideration, intangible

 

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assets, goodwill, and associated deferred tax assets and liabilities. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year from the acquisition date.

 

The fair value of consideration transferred amounted to:

 

(in millions)
Cash		$   595
Deferred consideration payable		20
Contingent consideration		3,760
Total consideration		$4,375

 

The potential contingent consideration payments were classified as other long-term liabilities, and were estimated by applying a probability-weighted expected payment model for contingent milestone payments and a Monte Carlo simulation model for contingent royalty payments, which were then discounted to present value. The fair value measurement is based on significant inputs that are not observable in the market, referred to as Level 3 inputs, as described in more detail in Note 8.

 

The following table summarizes preliminary fair values of assets acquired and liabilities assumed as of the April 1, 2016 acquisition date:

 

(in millions)
Assets acquired and liabilities assumed
Identifiable intangible assets - Indefinite-lived research and development		$4,350
Goodwill		25
Total assets acquired and liabilities assumed		$4,375

 

The estimated fair value of the acquired IPR&D was determined using the multi-period excess earnings model of the “income approach,” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated annual cash flows for each asset or product (including net revenues, cost of sales, R&D costs, selling and marketing costs and contributory asset charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, the regulatory approval probabilities, commercial success risks, competitive landscape, as well as other factors.

 

Goodwill is calculated as the excess of consideration transferred over the net assets recognized and represents future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recognized from this acquisition includes expected synergies, including an expansion of the combined company’s immunology product portfolio.

 

Acquisition of Pharmacyclics

 

On May 26, 2015, AbbVie acquired Pharmacyclics, a biopharmaceutical company that develops and commercializes novel therapies for people impacted by cancer. Pharmacyclics markets IMBRUVICA® (ibrutinib), a Bruton’s tyrosine kinase (BTK) inhibitor, targeting B-cell malignancies. The total consideration for the acquisition of Pharmacyclics was approximately $20.8 billion, consisting of cash and approximately 128 million shares of AbbVie common stock, and is summarized as follows:

 

(in millions)
Cash		$12,365
Fair value of AbbVie common stock		8,405
Total consideration		$20,770

 

The acquisition of Pharmacyclics was accounted for as a business combination using the acquisition method of accounting. This method required, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition

 

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date. In the second quarter of 2016, the company finalized its valuation of the acquisition date assets acquired and liabilities assumed. There were no measurement period adjustments in the six months ended June 30, 2016.

 

The following table summarizes the final fair values of assets acquired and liabilities assumed as of the May 26, 2015 acquisition date:

 

(in millions)
Assets acquired and liabilities assumed
Cash and equivalents		$     877
Short-term investments		11
Accounts receivable		106
Inventories		492
Other assets		212
Intangible assets
Definite-lived developed product rights		4,590
Definite-lived license agreements		6,780
Indefinite-lived research and development		7,180
Accounts payable and accrued liabilities		(381	)
Deferred income taxes		(6,453	)
Other long-term liabilities		(254	)
Total identifiable net assets		13,160
Goodwill		7,610
Total assets acquired and liabilities assumed		$20,770

 

Pro Forma Financial Information

 

The following table presents the unaudited pro forma combined results of operations of AbbVie and Pharmacyclics for the three and six months ended June 30, 2015 as if the acquisition of Pharmacyclics had occurred on January 1, 2014:

 

		Three months ended June 30,		Six months ended June 30,
(in millions, except per share information)		2015		2015
Net revenues		$5,625		$10,871
Net earnings		$1,567		$  2,448
Basic earnings per share		$  0.92		$    1.43
Diluted earnings per share		$  0.91		$    1.42

 

The unaudited pro forma financial information was prepared using the acquisition method of accounting and was based on the historical financial information of AbbVie and Pharmacyclics. In order to reflect the occurrence of the acquisition on January 1, 2014 as required, the unaudited pro forma financial information includes adjustments to reflect the incremental amortization expense to be incurred based on the fair values of the identifiable intangible assets acquired; the incremental cost of products sold related to the fair value adjustments associated with the acquisition-date inventory; the additional interest expense associated with the issuance of debt to finance the acquisition; and the reclassification of acquisition, integration, and financing-related costs incurred during the three and six months ended June 30, 2015 to the three and six months ended June 30, 2014. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the acquisition been completed on January 1, 2014. In addition, the unaudited pro forma financial information is not a projection of the future results of operations of the combined company nor does it reflect the expected realization of any cost savings or synergies associated with the acquisition.

 

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Other Licensing & Acquisitions Activity

 

For the three and six months ended June 30, 2016, the company recorded IPR&D charges of $70 million and $80 million, respectively. Excluding the acquisition of Stemcentrx and the acquisition of BI, cash outflows related to acquisitions and investments activity totaled $132 million for the six months ended June 30, 2016 and primarily represented upfront payments made in connection with new licensing and collaboration agreements.

 

For the three and six months ended June 30, 2015, the company recorded IPR&D charges of $23 million and $150 million, respectively. Excluding the acquisition of Pharmacyclics, cash outflows related to acquisitions and investments totaled $794 million for the six months ended June 30, 2015, and included a $500 million payment to Calico Life Sciences LLC (Calico) as a result of the satisfaction of certain conditions under the R&D collaboration with Calico for which a charge to other operating expense was recorded in 2014.

 

C2N Diagnostics

 

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 six months ended June 30, 2015. In June 2016, a $35 million development milestone was achieved, which was recorded in R&D expense and subsequently paid in July 2016.

 

Upon the achievement of certain development, regulatory, and commercial milestones, AbbVie could make additional payments of up to $650 million, as well as royalties on net sales.

 

 

In December 2011, Pharmacyclics entered into a worldwide collaboration and license agreement with Janssen Biotech, Inc., one of the Janssen Pharmaceutical companies of Johnson & Johnson (Janssen), for the joint development and commercialization of IMBRUVICA, a novel, orally active, selective covalent inhibitor of BTK, and certain compounds structurally related to IMBRUVICA, for oncology and other indications, excluding all immune and inflammatory mediated diseases or conditions and all psychiatric or psychological diseases or conditions, in the United States and outside the United States.

 

The collaboration provides Janssen with an exclusive license to commercialize IMBRUVICA outside of the United States and co-exclusively with AbbVie in the United States. Both parties are responsible for the development, manufacturing and marketing of any products generated as a result of the collaboration. The collaboration has no set duration or specific expiration date and provides for potential future development, regulatory and approval milestone payments of up to $200 million to AbbVie.

 

The collaboration includes a cost sharing arrangement for associated collaboration activities. Except in certain cases, in general, Janssen is responsible for approximately 60% of collaboration development costs and AbbVie is responsible for the remaining 40% of collaboration development costs. AbbVie and Janssen share pre-tax profits and losses equally from the commercialization of products. Janssen is responsible for and has exclusive rights to commercialize IMBRUVICA outside the United States. While both parties have co-exclusive rights to commercialize the products in the United States, AbbVie is the principal in the end customer product sales. Operating expenses for costs incurred under the collaboration were reported in their respective expense line items, net of any payments due or reimbursements due from Janssen. Revenues and profit share costs related to sales of IMBRUVICA in the United States were included in net revenues and cost of products sold, respectively. Amounts payable to AbbVie by Janssen for IMBRUVICA sales outside the United States were included in net revenues.

 

Janssen’s share of the pre-tax profits in the United States under the collaboration were $175 million and $329 million for the three and six months ended June 30, 2016, respectively, and $45 million for both the three and six months ended June 30, 2015. AbbVie’s share of pre-tax profits outside the United States under the collaboration were $55 million and $111 million for the three and six months ended June 30, 2016, respectively, and $10 million for both the three and six months ended June 30, 2015. AbbVie’s share of the cost sharing expenses under the collaboration were $64 million and $125 million for the three and six months ended June 30, 2016, respectively, and were $22 million for both the three and six months ended June 30, 2015.

 

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Goodwill

 

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

 

(in millions)
Balance as of December 31, 2015		$13,168
Additions		2,276
Foreign currency translation adjustments		63
Balance as of June 30, 2016		$15,507

 

Goodwill additions related to the acquisition of Stemcentrx and BI. Refer to Note 4 for additional information regarding these acquisitions. The latest impairment assessment of goodwill was completed in the third quarter of 2015. As of June 30, 2016, 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:

 

		June 30, 2016						December 31, 2015
(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		$16,464		$(4,045	)	$12,419		$  9,103		$(3,944	)	$  5,159
License agreements		7,757		(911	)	6,846		8,000		(1,023	)	6,977
Total definite-lived intangible assets		24,221		(4,956	)	19,265		17,103		(4,967	)	12,136
Indefinite-lived research and development		10,185		—		10,185		7,573		—		7,573
Total intangible assets, net		$34,406		$(4,956	)	$29,450		$24,676		$(4,967	)	$19,709

 

During the six months ended June 30, 2016, AbbVie reclassified an aggregate $7.5 billion of indefinite-lived research and development intangible assets to developed product rights intangible assets upon receiving certain regulatory approvals related to IMBRUVICA and Zinbryta from the U.S. Food and Drug Administration. These intangible assets will be amortized over their estimated useful lives using the estimated pattern of economic benefit. During the six months ended June 30, 2016, AbbVie adjusted fully amortized amounts totaling $396 million from gross balances and accumulated amortization for developed product rights and license agreements no longer generating cash flow.

 

Amortization expense was $181 million and $86 million for the three months ended June 30, 2016 and 2015, respectively, and $346 million and $154 million for the six months ended June 30, 2016 and 2015, respectively, and was included in cost of products sold in the condensed consolidated statements of earnings. The anticipated annual amortization expense for definite-lived intangible assets recorded as of June 30, 2016 was $708 million in 2016, $1.1 billion in 2017, $1.3 billion in 2018, $1.6 billion in 2019, and $1.8 billion in 2020. For the six months ended June 30, 2016, an impairment charge of $39 million was recorded related to certain on-market product rights in the United States due to a decline in the market for the product. The fair value was based on a discounted cash flow analysis and the charge was included in cost of products sold in the condensed consolidated statement of earnings.

 

Indefinite-lived intangible assets represent acquired IPR&D associated with products that have not yet received regulatory approval. Indefinite-lived intangible assets as of June 30, 2016 primarily relate to the acquisition of Stemcentrx and Boehringer Ingelheim. Refer to Note 4 for additional information. The latest impairment assessment of intangible assets not subject to amortization was completed in the third quarter of 2015. No impairment charges were recorded in the six months ended June 30, 2016 and 2015. Future impairment tests for indefinite-lived intangible assets will be performed annually in the third quarter, or earlier if indicators of impairment exist.

 

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Restructuring charges recorded for the three and six months ended June 30, 2016 and 2015 were not material.

 

The following summarizes the cash activity in the restructuring reserve for the six months ended June 30, 2016:

 

(in millions)
Accrued balance at December 31, 2015		$148
2016 restructuring charges		30
Payments and other adjustments		(68	)
Accrued balance at June 30, 2016		$110

 

 

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 $2.7 billion and $1.5 billion at June 30, 2016 and December 31, 2015, respectively, were designated as cash flow hedges and were recorded at fair value. The duration of these forward exchange contracts were generally less than eighteen months. Accumulated gains and losses as of June 30, 2016 will be included in cost of products sold at the time the products are sold, generally not exceeding six months from the date of settlement.

 

The company also enters into foreign currency forward exchange contracts to manage its exposure to foreign currency denominated trade payables and receivables and intercompany loans. These contracts were not designated as hedges and were recorded at fair value. Resulting gains or losses were reflected in net foreign exchange loss in the consolidated statements of earnings and were generally offset by losses or gains on the foreign currency exposure being managed. At June 30, 2016 and December 31, 2015, AbbVie held notional amounts of $6.3 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 $15.8 billion at June 30, 2016 and $11.0 billion at December 31, 2015. 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. In the three months ended June 30, 2016, AbbVie entered into treasury rate lock agreements in order to mitigate the risks associated with changes in interest rates related to an issuance of long-term debt. The treasury rate locks were not designated as hedges and were terminated upon the issuance of debt. In the three and six months ended June 30, 2016, AbbVie recorded a charge of $12 million related to the treasury rate locks which was classified in other expense, net in the condensed consolidated statements of earnings.

 

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The following table summarizes the amounts and location of AbbVie’s derivative instruments as of June 30, 2016:

 

		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		$   52		Accounts payable and accrued liabilities		$11
Hedging instruments		Other long-term assets		3		Other long-term liabilities		—
Others not designated as hedges		Prepaid expenses and other		37		Accounts payable and accrued liabilities		44
Interest rate swaps designated as fair value hedges		Other long-term assets		298		Other long-term liabilities		—
Total derivatives				$390				$55

 

The following table summarizes the amounts and location of AbbVie’s derivative instruments as of December 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		$33		Accounts payable and accrued liabilities		$   —
Others not designated as hedges		Prepaid expenses and other		28		Accounts payable and accrued liabilities		21
Interest rate swaps designated as fair value hedges		Other long-term assets		9		Other long-term liabilities		81
Total derivatives				$70				$102

 

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/(losses) for the effective portions of the derivative instruments designated as cash flow hedges recognized in other comprehensive income (loss), net of tax, were $56 million and ($11) million for the three months ended June 30, 2016 and 2015, respectively, and $17 million and $76 million, respectively, for the six months ended June 30, 2016 and 2015. The amount of hedge ineffectiveness was not significant for the three and six months ended June 30, 2016 or 2015.

 

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 June 30,				Six months ended June 30,
(in millions) (brackets denote losses)		Statement of earnings caption		2016		2015		2016		2015
Foreign currency forward exchange contracts —
Designated as cash flow hedges		Cost of products sold		$  18		$   51		$    19		$   82
Not designated as hedges		Net foreign exchange loss		(42	)	4		(107	)	(165	)
Non-designated treasury rate lock agreements		Other expense (income), net		(12	)	—		(12	)	—
Interest rate swaps designated as fair value hedges		Interest expense, net		116		(121	)	370		—
Total				$  80		$  (66	)	$  270		$  (83	)

 

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 all periods presented.

 

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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.

 

The following table summarizes the bases used to measure certain assets and liabilities that were carried at fair value on a recurring basis in the condensed consolidated balance sheet as of June 30, 2016:

 

				Basis of fair value measurement
(in millions)		Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Cash and equivalents		$6,327		$   949		$5,378		$      —
Time deposits		1,501		—		1,501		—
Debt securities		1,457		—		1,457		—
Equity securities		77		77		—		—
Interest rate hedges		298		—		298		—
Foreign currency contracts		92		—		92		—
Total assets		$9,752		$1,026		$8,726		$      —
Liabilities
Foreign currency contracts		$     55		$      —		$     55		$      —
Contingent consideration		4,171		—		—		4,171
Total liabilities		$4,226		$     —		$     55		$4,171

 

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

 

				Basis of fair value measurement
(in millions)		Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Cash and equivalents		$8,399		$798		$7,601		$—
Time deposits		8		—		8		—
Equity securities		111		111		—		—
Interest rate hedges		9		—		9		—
Foreign currency contracts		61		—		61		—
Total assets		$8,588		$909		$7,679		$—
Liabilities
Interest rate hedges		$     81		$   —		$     81		$—
Foreign currency contracts		21		—		21		—
Total liabilities		$   102		$   —		$   102		$—

 

The fair values for time deposits included in cash and equivalents and short-term investments were 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. The fair values of available-for-sale debt securities were based on prices obtained from commercial pricing services. Available-for-sale equity securities consists of investments for which the fair values were determined by using the published market price per unit multiplied by the number of units held, without consideration of transaction costs. The derivatives entered into by the company were valued using publicized spot curves for interest rate hedges and publicized forward curves for foreign currency contracts. The fair value measurements of the contingent consideration were determined based on significant unobservable inputs, including the estimated probabilities and timing of achieving specified development, regulatory, and commercial milestones and the estimated amount of future sales of the product candidates acquired. Significant changes which increase or decrease the probabilities of achieving the milestones, shorten or lengthen the time required to achieve the milestones, or increase or decrease estimated future sales would result in corresponding changes in the fair values of the contingent consideration.

 

There have been no transfers of assets or liabilities between the fair value measurement levels. The following table is a reconciliation of the fair value measurements that use significant unobservable inputs (Level 3), which consist of contingent payments related to the acquisitions of Stemcentrx and BI. See Note 4 for additional information.

 

(in millions)
Fair value as of December 31, 2015		$      —
Additions		4,130
Change in fair value recognized in net earnings		41
Fair value as of June 30, 2016		$4,171

 

The change in fair value recognized in net earnings was recorded in other expense, net in the condensed consolidated statement of net earnings for the three and six months ended June 30, 2016.

 

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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 were recognized at historical cost or some basis other than fair value. The book values and fair values of certain financial instruments as of June 30, 2016 and December 31, 2015 are shown in the table below:

 

		Book values				Approximate fair values
(in millions)		June 30, 2016		December 31, 2015		June 30, 2016		December 31, 2015
Assets
Investments		$       40		$       34		$       40		$       37
Liabilities
Short-term borrowings		$     494		$     406		$     494		$     406
Current portion of long-term debt and lease obligations		$       23		$  2,025		$       23		$  2,016
Long-term debt and lease obligations, excluding fair value hedges		$37,030		$29,312		$38,190		$29,143

 

The following table summarizes the bases used to measure the approximate fair values of the financial instruments as of June 30, 2016:

 

				Basis of fair value measurement
(in millions)		Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Investments		$      40		$         5		$      —		$35
Total assets		$      40		$         5		$      —		$35
Liabilities
Short-term borrowings		$    494		$        —		$   494		$ —
Current portion of long-term debt and lease obligations		23		—		23		—
Long-term debt and lease obligations, excluding fair value hedges		38,190		36,125		2,065		—
Total liabilities		$38,707		$36,125		$2,582		$ —

 

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

 

				Basis of fair value measurement
(in millions)		Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Investments		$       37		$       —		$     —		$37
Total assets		$       37		$       —		$     —		$37
Liabilities
Short-term borrowings		$     406		$       —		$   406		$—
Current portion of long-term debt and lease obligations		2,016		—		2,016		—
Long-term debt and lease obligations, excluding fair value hedges		29,143		27,061		2,082		—
Total liabilities		$31,565		$27,061		$4,504		$—

 

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