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require us to assume responsibility for obligations allocated to Bioverativ. Third parties could also seek to hold us
responsible for any of these liabilities or obligations, and the indemnity rights we have under the separation and
distribution agreement may not be sufficient to fully cover all of these liabilities and obligations. Even if we are
successful in obtaining indemnification, we may have to bear costs temporarily. In
addition, our indemnity obligations
to Bioverativ may be significant. These risks could negatively affect our business, financial
condition or results of
operations.
The spin-off of Bioverativ continues to involve a number of risks, including, among other things, the
indemnification risks described above. Certain of the agreements described above provide for the performance of
services by each company for the benefit of the other for a period of time. If Bioverativ is unable to satisfy its
obligations under these agreements, including its indemnification obligations, we could incur losses. These
arrangements could also lead to disputes over rights to certain shared property and over the allocation of costs and
revenues for products and operations. Our inability to effectively manage the separation activities and related events
could
adversely affect our business, financial condition or results of operations.
We may not achieve some or all of the anticipated benefits of the spin-off
of our hemophilia business, which may
adversely affect our business.
We may not be able to achieve the full strategic and financial benefits expected to result from the spin-off of
our hemophilia business, or such benefits may not occur at all. If we fail to achieve some or all of the expected
benefits of the spin-off, our business, financial condition, results of operations and the value of our stock could be
adversely impacted.
Item 1B.
Unresolved
Staff Comments
None.
Item 2.
Properties
Below is a summary of our owned and leased properties as of December 31, 2017.
Massachusetts
In Cambridge, MA, we own approximately 508,000 square feet of real estate space, consisting of a building
that houses a research laboratory and a cogeneration plant totaling approximately 263,000 square feet and a
building that contains research, development and quality laboratories totaling approximately 245,000 square feet.
In addition, we lease a total of approximately 1,157,000 square feet in Massachusetts, which is summarized as
follows:
• 800,000 square feet in Cambridge, MA, which is comprised of offices for our corporate headquarters, and other
administrative and development
functions and laboratories, of which 242,000 square feet is subleased by
multiple companies for general office space, laboratories and manufacturing facilities; and
• 357,000 square feet of office space in Weston, MA, of which 174,000 square feet has been subleased through
the remaining term of our lease agreement.
Our Massachusetts lease agreements expire at various dates through the year 2028.
North Carolina
In RTP, NC, we own approximately 1,022,000 square feet of real estate space, which is summarized as follows:
• 357,000 square feet of laboratory and office space;
• 188,000 square feet related to an oral solid dose manufacturing facility;
• 175,000 square feet related to a large-scale biologics manufacturing facility;
• 105,000 square feet related to a small-scale biologics manufacturing facility;
• 84,000 square feet of warehouse space and utilities;
• 70,000 square feet related to a parenteral fill-finish facility; and
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• 43,000 square feet related to a large-scale purification facility.
In addition, we own approximately 40,000 square feet of warehouse space in Durham, NC.
Denmark
We own a large-scale biologics manufacturing facility totaling approximately 228,000 square feet located in
Hillerød, Denmark.
We also own approximately 306,000 square feet of additional space, which is summarized as follows:
• 139,000 square feet of warehouse, utilities and support space;
• 70,000 square feet related to a label and packaging facility;
• 50,000 square feet related to a laboratory facility; and
• 47,000 square feet of administrative space.
Switzerland
In December 2015 we purchased land in Solothurn, Switzerland and are building a large-scale biologics
manufacturing facility at this site. We expect this facility to be operational by the end of the decade. Upon
completion, the facility will include 393,000 square feet related to a large-scale biologics manufacturing facility,
290,000 square feet of warehouse, utilities and support space and 51,000 square feet of administrative space.
Other
International
We lease office space in Zug, Switzerland, our international headquarters, the U.K., Germany, France, Denmark
and numerous other countries. Our international lease agreements expire at various dates through the year 2028.
Item 3.
Legal Proceedings
For a discussion of legal matters as of December 31, 2017, please read Note 21, Litigation, to our consolidated
financial statements included in this report, which is incorporated into this item by reference.
Item 4.
Mine Safety Disclosures
Not applicable.
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PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Market
and Stockholder Information
Our common stock trades on The Nasdaq Global Select Market under the symbol “BIIB.” The following table
shows the high and low sales price for our common stock as reported by The Nasdaq Global Select Market for each
quarter in the years ended December 31, 2017 and 2016:
Common Stock Price
2017
2016
High
Low
High
Low
First Quarter
$
298.00 $
254.15
$
301.02 $
242.07
Second Quarter
$
291.90 $
244.28
$
292.69 $
223.02
Third Quarter
$
330.00 $
269.50
$
333.65 $
240.07
Fourth Quarter
$
348.84 $
301.81
$
329.83 $
268.00
The sales prices in the first quarter of 2017 in the tables above have been adjusted for the impact of the spin-
off of our hemophilia business. For additional information on the spin-off of our hemophilia business, please read
Note 3, Hemophilia Spin-Off, to our consolidated financial statements included in this report.
As of January 26, 2018, there were approximately 665 shareholders of record of our common stock.
Dividends
We have not paid cash dividends since our inception. While we historically have not paid cash dividends and do
not have a current intention to pay cash dividends, we continually review our capital allocation strategies, including,
among other things, payment of cash dividends, stock repurchases or acquisitions.
Issuer Purchases of Equity Securities
In July 2016 our Board of Directors authorized our 2016 Share Repurchase Program, which
is a program to
repurchase up to $5.0 billion of our common stock. This authorization does not have an expiration date. All share
repurchases under this authorization will be retired.
During the year ended December 31, 2017, we repurchased and retired approximately 3.7 million shares of
common stock at a cost of $1.0 billion under our 2016 Share Repurchase Program. As of December 31, 2017,
approximately $3.0 billion remains available for share repurchases under our 2016 Share Repurchase Program.
In February 2011 our Board of Directors authorized a program to repurchase up to 20.0 million shares of our
common stock (2011 Share Repurchase Program). Shares repurchased under this authorization were principally
used to offset common stock issuances under our share-based compensation programs.
During the year ended December 31, 2017, we repurchased approximately 1.2 million shares of common stock
at a cost of $365.4 million under our 2011 Share Repurchase Program. Our 2011 Share Repurchase Program was
completed as of March 31, 2017.