Table
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BIOGEN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F- 19
Royalty Cost of Sales
We make royalty payments to a number of third parties under license or purchase agreements associated with
our acquisition of intellectual property. These royalty payments are typically calculated as a percentage (royalty rate)
of the sales of our products in a particular year. That royalty rate may remain constant, increase or decrease within
each year based on the total amount of sales during the annual period. Each quarterly period, we estimate our total
royalty obligation for the full year and recognize the proportional amount as cost of sales based on actual quarterly
sales as a percentage of full year estimated sales. For example, if the level of net sales in any calendar year
increases the royalty rate within the year, we will record our cost of sales
at an even rate over the year, based on the
estimated blended royalty rate.
Accounting for Share-Based Compensation
Our share-based compensation programs grant awards that have included stock options, restricted stock units
that vest based on stock performance known as market stock units (MSUs), performance-vested restricted stock
units that settle in cash (CSPUs), time-vested restricted stock units (RSUs), performance-vested restricted stock
units that can be settled in cash or shares of our common stock (PUs) at the sole discretion of the Compensation
and Management Development Committee of the Board of Directors and shares issued under our employee stock
purchase plan (ESPP). We charge the estimated fair value of awards against income over the requisite service period,
which is generally the vesting period. Where awards are made with non-substantive vesting periods (for instance,
where a portion of the award vests upon retirement eligibility), we estimate and recognize expense based on the
period from the grant date to the date the employee becomes retirement eligible.
The fair values of our stock option grants are estimated as of the date of grant
using a Black-Scholes option
valuation model. The estimated fair values of the stock options are then expensed over the options’ vesting periods.
The fair values of our MSUs are estimated using a lattice model with a Monte Carlo simulation. We apply an
accelerated attribution method to recognize share-based compensation expense over the applicable service period,
net of estimated forfeitures when accounting for our MSUs. The probability of actual shares expected to be earned is
considered in the grant date valuation, therefore the expense is not adjusted to reflect the actual units earned.
The fair values of our RSUs are based on the market value of our stock on the date of grant. Compensation
expense, net of forfeitures, for RSUs is recognized straight-line over the applicable service period.
We apply an accelerated attribution method to recognize share-based compensation expense when accounting
for our CSPUs and PUs and the fair value of the liability is remeasured at the end of each reporting period through
expected settlement. Compensation expense associated with CSPUs and PUs are based upon the stock price and
the number of units expected to be earned after assessing the probability that certain performance criteria will be
met and the associated targeted payout level that is forecasted will be achieved, net of estimated forfeitures.
Cumulative adjustments are recorded each quarter to reflect changes in the stock price
and estimated outcome of
the performance-related conditions until the date results are determined and settled.
The purchase price of common stock under our ESPP is equal to 85% of the lesser of (i) the fair market value
per share of the common stock on the first business day of an offering period and (ii) the fair market value per share
of the common stock on the purchase date. The fair value of the discounted purchases made under our ESPP is
calculated using the Black-Scholes model. The fair value of the look-back provision plus the 15% discount is
recognized as compensation expense over the 90-day purchase period.
Research and Development Expenses
Research and development expenses consist of upfront fees and milestones paid to collaborators and
expenses incurred in performing research and development activities, which include compensation and benefits,
facilities and overhead expenses, clinical trial expenses and fees paid to contract research organizations (CROs),
clinical supply and manufacturing expenses, write-offs of inventory that was previously capitalized in anticipation of
product launch and determined to no longer be realizable and other outside expenses. Research and development
expenses are expensed as incurred. Payments we make for research and development services
prior to the services
being rendered are recorded as prepaid assets in our consolidated balance sheets and are expensed as the
services are provided. We also accrue the costs of ongoing clinical trials associated with programs that have been
terminated or discontinued for which there is no future economic benefit at the time the decision is made to
terminate or discontinue the program.
Table of Contents
BIOGEN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F- 20
From time to time, we enter into development agreements in which we share expenses with a collaborative
partner. We record payments received from our collaborative partners for their share of the development costs as a
reduction of research
and development expense, except as discussed in Note 20, Collaborative and Other
Relationships, to these consolidated financial statements. Because an initial indication has been approved for both
RITUXAN and GAZYVA, expenses incurred by Genentech in the ongoing development of RITUXAN and GAZYVA are not
recorded as research and development expense, but rather reduce our share of profits recorded as a component of
revenues from anti-CD20 therapeutic programs.
For collaborations with commercialized products, if we are the principal, we record revenues and the
corresponding operating costs in their respective line items in our consolidated statements of income. If we are not
the principal, we record operating costs as a reduction of revenue.
Selling, General and Administrative Expenses
Selling, general and administrative expenses are primarily comprised of compensation and benefits associated
with sales and
marketing, finance, human resources, legal, information technology and other administrative
personnel, outside marketing, advertising and legal expenses and other general and administrative costs.
Advertising costs are expensed as incurred. For the years ended December 31, 2017, 2016 and 2015,
advertising costs totaled $75.2 million, $106.3 million and $108.6 million, respectively.
Income Taxes
The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for
under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax
consequences of temporary differences between the financial statement carrying amounts and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability
of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of
deferred tax assets will not be realized.
All tax effects associated with intercompany transfers of assets within our consolidated group, both current and
deferred, are recorded as a prepaid tax or deferred charge and recognized through our consolidated statements of
income when the asset transferred is sold to a third party or otherwise recovered through amortization of the asset's
remaining economic life. If the asset transferred becomes impaired, for example through the obsolescence of
inventory or discontinuation
of a research program, we will expense any remaining deferred charge or prepaid tax.
We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving
uncertain tax positions. We evaluate uncertain tax positions on a quarterly basis and consider various factors
including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in
tax returns, the effective settlement of matters subject to audit, information obtained during in process audit
activities and changes in facts or circumstances related to a tax position. We also accrue for potential interest and
penalties related to unrecognized tax benefits in income tax expense.
Contingencies
We are currently involved in various claims and legal proceedings. Loss contingency provisions are recorded if
the potential loss from any claim, asserted or unasserted, or legal proceeding is
considered probable and the
amount can be reasonably estimated or a range of loss can be determined. These accruals represent management’s
best estimate of probable loss. Disclosure also is provided when it is reasonably possible that a loss will be incurred
or when it is reasonably possible that the amount of a loss will exceed the recorded provision. On a quarterly basis,
we review the status of each significant matter and assess its potential financial exposure. Significant judgment is
required in both the determination of probability and the determination as to whether an exposure is reasonably
estimable. Because of uncertainties related to these matters, accruals are based only on the best information
available at the time. As additional information becomes available, we reassess the potential liability related to
pending claims and litigation and may change our estimates. These changes in the estimates of the potential
liabilities could have a material impact on our consolidated results of operations and financial position.
Earnings per Share
Basic earnings per share is computed by dividing undistributed net income attributable to Biogen Inc. by the
weighted-average number of common shares outstanding during the period.