GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following table summarizes the changes in the carrying amount of Goodwill:


	December 31,
(in millions)	2023		2022
Beginning balance	$	8,314	$	8,332
Measurement period adjustments(1)	—		(18)
Ending balance	$	8,314	$	8,314

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(1) In 2022, goodwill decreased by $18 million as a result of finalizing the amount of acquired net operating losses of MYR, which resulted in a decrease to the net deferred tax liability acquired.

Impairment Losses

As of December 31, 2023, there were no accumulated goodwill impairment losses.

Intangible Assets

The following table summarizes our Intangible assets, net:


	December 31, 2023								December 31, 2022
(in millions)	Gross Carrying Amount		Accumulated Amortization		Foreign Currency Translation Adjustment		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Foreign Currency Translation Adjustment		Net Carrying Amount
Finite-lived assets:
Intangible asset – sofosbuvir	$	10,720	$	(7,050)	$	—	$	3,670	$	10,720	$	(6,350)	$	—	$	4,370
Intangible asset – axicabtagene ciloleucel	7,110		(2,314)		—		4,796		7,110		(1,908)		—		5,202
Intangible asset – Trodelvy(1)	11,730		(2,002)		—		9,728		5,630		(973)		—		4,657
Intangible asset – Hepcludex	845		(243)		—		602		845		(158)		—		687
Other(2)	1,414		(827)		1		588		1,489		(733)		1		758
Total finite-lived assets	31,819		(12,436)		1		19,384		25,794		(10,121)		1		15,674
Indefinite-lived assets – IPR&D(1)(3)	7,070		—		—		7,070		13,220		—		—		13,220
Total intangible assets	$	38,889	$	(12,436)	$	1	$	26,454	$	39,014	$	(10,121)	$	1	$	28,894

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(1) In February 2023, FDA granted approval of Trodelvy for use in adult patients with unresectable locally advanced or metastatic HR+/HER2- breast cancer who have received endocrine-based therapy and at least two additional systemic therapies in the metastatic setting. Accordingly, the related IPR&D intangible asset of $6.1 billion was reclassified to finite-lived assets in the first quarter of 2023.

(2) In the fourth quarter of 2023, in connection with our agreement to terminate our right to receive royalties from Galapagos related to net sales of filgotinib in Europe, we wrote-off the remaining $51 million balance of our related intangible asset. See Note 7. Collaborations and Other Arrangements for additional information.

(3) In the fourth quarter of 2023, due to a change in anticipated timing of FDA approval, we recognized a $50 million partial impairment of our bulevirtide IPR&D intangible asset in In-process research and development impairments on our Consolidated Statements of Income. The remaining IPR&D intangible asset balance as of December 31, 2023 was comprised of $5.9 billion for non-small cell lung cancer (“NSCLC”) indications of Trodelvy and $1.1 billion for bulveritide.

Amortization Expense

Aggregate amortization expense related to finite-lived intangible assets was $2.3 billion, $1.8 billion and $1.7 billion for the years ended December 31, 2023, 2022 and 2021, respectively, primarily included in Cost of goods sold on our Consolidated Statements of Income.

The following table summarizes the estimated future amortization expense associated with our finite-lived intangible assets as of December 31, 2023:


(in millions)	Amount
2024	$	2,384
2025	2,378
2026	2,370
2027	2,370
2028	2,309
Thereafter	7,571
Total	$	19,384

Impairment Assessments

No indicators of impairment were noted for the years ended December 31, 2023, 2022 and 2021, except as described in the “Intangible Assets” table above and under “2022 IPR&D Impairment” below. The weighted-average discount rates used in our quantitative assessments for IPR&D intangible assets during those years, other than for the assessment described below, were 7.5%, 7.5% and 6.5%, respectively.

In January 2024, we announced that our Phase 3 EVOKE-01 study of Trodelvy evaluating sacituzumab govitecan-hziy (SG) did not meet its primary endpoint of overall survival (OS) in previously treated NSCLC. We believe that this new information represents an indicator of potential impairment in the first quarter of 2024 and, as a result, the fair value of the indefinite-lived IPR&D intangible asset related to Trodelvy may be below its carrying value. We expect to complete an interim impairment assessment of the related IPR&D intangible asset during the first quarter of 2024. To the extent that the estimated fair value is less than the carrying value of the asset, we will be required to record an impairment charge on our Consolidated Statements of Income during the three months ended March 31, 2024. Any such impairment charge, which we are unable to reasonably estimate at this time, could have a material impact on our consolidated results of operations.

2022 IPR&D Impairment

In connection with our acquisition of Immunomedics in 2020, we allocated a portion of the purchase price to acquired IPR&D intangible assets. Approximately $8.8 billion was assigned to IPR&D intangible assets related to Trodelvy for treatment of patients with hormone receptor-positive, human epidermal growth factor receptor 2-negative (“HR+/HER2-”) breast cancer. In March 2022, we received data from the Phase 3 TROPiCS-02 study evaluating Trodelvy in patients with HR+/HER2- metastatic breast cancer who have received prior endocrine therapy, cyclin-dependent kinase 4/6 inhibitors and two to four lines of chemotherapy (“third-line plus patients”). Based on our evaluation of the study results, and in connection with the preparation of the financial statements for the first quarter, we updated our estimate of the fair value of our HR+/HER2- IPR&D intangible asset to $6.1 billion as of March 31, 2022. Our estimate of fair value used a probability-weighted income approach that discounts expected future cash flows to the present value, which requires the use of Level 3 fair value measurements and inputs, including estimated revenues, costs, and probability of technical and regulatory success. The expected cash flows included cash flows from HR+/HER2- metastatic breast cancer for third-line plus patients and patients in earlier lines of therapy which are the subject of separate clinical studies. Our revised discounted cash flows were lower primarily due to a delay in launch timing for third-line plus patients which caused a decrease in our market share assumptions based on the expected competitive environment. As of March 2022, there were no changes in our plans or assumptions related to our estimated cash flows for patients in the earlier lines of therapy. We used a discount rate of 6.75% which is based on the estimated weighted-average cost of capital for companies with profiles similar to ours and represents the rate that market participants would use to value the intangible assets. We determined the revised estimated fair value was below the carrying value of the asset and, as a result, we recognized a partial impairment charge of $2.7 billion in In-process research and development impairments on our Consolidated Statements of Income during the three months ended March 31, 2022.