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of Contents
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The 2017 Tax Act will provide us with flexibility in
deploying our cash resources to advance our
business interests. We expect that it will have a
modest positive effect on our income tax rate in 2018
and a potential incremental benefit thereafter.
Article 20 Procedure of ZINBRYTA
As a result of the CHMP's recommendation of
restrictions on the use of ZINBRYTA, we impaired
prepaid tax balances totaling $142.6 million.
Offsetting these amounts was an unrecorded tax
benefit related to certain ZINBRYTA related assets
totaling approximately $93.8 million. For additional
information on the Article 20 Procedure of ZINBRYTA
and resulting impairment of ZINBRYTA related assets,
please read Note 20, Collaborative and Other
Relationships, to our consolidated financial
statements included in this report.
Excluding the effect of the 2017 Tax Act and the
ZINBRTYA impairments, our
income tax rate would
have decreased due to a lower percentage of our
earnings being recognized in the U.S., a higher tax
jurisdiction. The geographic split of our earnings was
affected by milestone and upfront payments in the
current year and the spin-off of our hemophilia
business, partially offset by growth from the U.S.
launch of SPINRAZA and increases in our revenues
from anti-CD20 therapeutic programs in the U.S. In
addition, in 2017 we earned a lower benefit from the
orphan drug credit due to the FDA's approval of
SPINRAZA.
Our effective tax rate for 2016 compared to
2015 increased primarily due to a net state tax
benefit in 2015 of $27.0 million resulting from the
remeasurement of one of our uncertain tax positions
and a higher relative percentage of our earnings being
attributed to the U.S., a higher tax jurisdiction.
Accounting for Uncertainty in Income Taxes
For additional information on our uncertain tax
positions and income tax rate reconciliation for 2017,
2016 and 2015, please read Note 17, Income Taxes,
to our consolidated financial statements included in
this report.
Equity in Loss of Investee, Net of Tax
In February 2012
we entered into an agreement
with Samsung Biologics, establishing an entity,
Samsung Bioepis, to develop, manufacture and
market biosimilar pharmaceuticals. We account for
this investment under the equity method of
accounting. We recognize our share of the results of
operations related to our investment in Samsung
Bioepis one quarter in arrears.
During 2015 our share of losses exceeded the
carrying value of our investment. We therefore
suspended recognizing additional losses and will
continue to do so unless we commit to providing
additional funding.
For additional information on this transaction,
please read Note 20, Collaborative and Other
Relationships, to our consolidated financial
statements included in this report.
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Noncontrolling Interest
For 2017 compared to 2016, the change in net
income (loss) attributable
to noncontrolling interests,
net of tax, was primarily related to a $150.0 million
pre-tax upfront payment made to Neurimmune in
exchange for a 15% reduction in royalty rates payable
on products developed under the agreement, including
on potential commercial sales of aducanumab.
Under the amended agreement, we also have an
option that will expire in April 2018 to further reduce
our royalty rates payable on products developed under
the agreement, including on potential commercial
sales of aducanumab, by an additional 5% in
exchange for a $50.0 million payment to
Neurimmune.
For 2016 compared to 2015, the change in net
income (loss) attributable to noncontrolling interests,
net of tax, was primarily related to a $60.0 million pre-
tax milestone payment made to Neurimmune in 2015.
For additional information on our collaboration
arrangement with Neurimmune, please read Note 19,
Investments
in Variable Interest Entities, to our
consolidated financial statements included in this
report.
Financial Condition, Liquidity and Capital Resources
Our financial condition is summarized as follows:
As of December 31,
% Change
(In millions, except percentages)
2017
2016
2017
compared to
2016
Financial assets:
Cash and cash equivalents
$
1,573.8
$
2,326.5
(32.4)%
Marketable securities — current
2,115.2
2,568.6
(17.7)%
Marketable securities — non-current
3,057.3
2,829.4
8.1 %
Total cash, cash equivalents and marketable securities
$
6,746.3
$
7,724.5
(12.7)%
Borrowings:
Current portion of notes payable and other financing
arrangements
$
3.2
$
4.7
(31.9)%
Notes payable and other financing arrangements
5,935.0
6,512.7
(8.9)%
Total borrowings
$
5,938.2
$
6,517.4
(8.9)%
Working Capital:
Current assets
$
7,873.3
$
8,732.2
(9.8)%
Current liabilities
(3,368.2)
(3,419.9)
(1.5)%
Total working capital
$
4,505.1
$
5,312.3
(15.2)%
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For the year ended December 31, 2017, certain
significant cash flows were as follows:
• $4.6 billion in net cash flows provided by
operating activities, net of:
$1.1
billion
in total net payments for
income taxes;
$463.0 million in upfront and milestone
payments to BMS, iPierian, Eisai, Alkermes
and Ionis; and
$454.8 million payment made to Forward
Pharma for the litigation settlement charge
that was accrued as of December 31,
2016;
• $1.4 billion used for share repurchases;
• $1.2 billion in contingent payments made to
former shareholders of Fumapharm AG and
holders
of their rights;
• $867.4 million used for purchases of property,
plant and equipment;
•
$795.2 million payment made to Forward
Pharma to license Forward Pharma's intellectual
property, including Forward Pharma's intellectual
property related to TECFIDERA;
• $557.7 million payment made for the
redemption of our 6.875% Senior Notes due
March 1, 2018
prior to their maturity;
• $302.7 million net cash contribution made in
connection with the spin-off of our hemophilia
business;
• $295.0 million in upfront and milestone
payments made to Remedy, Ionis and Samsung
Bioepis; and
• $132.4 million payment, net of tax, made to
Neurimmune in exchange for a 15% reduction in
royalty rates payable on products developed
under the agreement, including on potential
commercial sales of aducanumab.
For the year ended December 31, 2016, certain
significant cash flows were as follows:
• $4.6 billion in net cash flows provided by
operating activities, net of:
$1.6 billion in total net payments for
income taxes;
$75.0 million license fee payment made
to Ionis; and
$20.0 million upfront payment to UPenn;
• $1.2 billion in contingent payments made to
former shareholders of Fumapharm AG and
holders of their rights;
• $1.0 billion used for share repurchases;
• $616.1 million used for purchases of property,
plant and equipment; and
• $82.0 million in milestone payments made to
Samsung Bioepis and AbbVie.
Overview
We have historically financed our operating and
capital expenditures primarily through cash flows
earned through our operations. We expect to continue
funding our current and planned operating
requirements principally through our cash flows from
operations, as well as our existing cash resources.
We believe that our existing funds, when combined
with cash generated from operations and our access
to additional financing resources, if needed, are
sufficient to satisfy our operating, working capital,
strategic alliance, milestone payment, capital
expenditure and debt service requirements for the
foreseeable future.
In addition, we may choose to
opportunistically return cash to shareholders and
pursue other business initiatives, including acquisition
and licensing activities. We may, from time to time,
also seek additional funding through a combination of
new collaborative agreements, strategic alliances and
additional equity and debt financings or from other
sources should we identify a significant new
opportunity
.
Tax Reform
On December 22, 2017, the 2017 Tax Act was
signed into law and has resulted in significant
changes to the U.S. corporate income tax system.
The 2017 Tax Act eliminates the deferral of U.S.
income tax on the historical unrepatriated earnings by
imposing the Transition Toll Tax, which is a one-time
mandatory deemed repatriation tax on undistributed
foreign earnings. The Transition
Toll Tax is assessed
on the U.S. shareholder's share of the foreign
corporation's accumulated foreign earnings that have
not previously been taxed. Earnings in the form of
cash and cash equivalents will be taxed at a rate of
15.5% and all other earnings will be taxed at a rate of
8.0%. As of December 31, 2017, we have accrued
income tax liabilities of $989.6 million under the
Transition Toll Tax, of which $78.3 million is expected
to be paid within one year. The Transition Toll Tax will
be paid over an eight-year period, starting in 2018,
and will not accrue interest.
Of the total cash, cash equivalents and
marketable securities at December 31, 2017,
approximately $4.0 billion was generated in foreign