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jurisdictions and may now be deployed with greater
flexibility to advance our business interests.
For additional information on certain risks that
could negatively impact our consolidated financial
position or future results of operations, please read
Item 1A. Risk Factors and Item 7A. Quantitative and
Qualitative Disclosures About Market Risk included in
this report.
Share Repurchase Programs
In July 2016 our Board
of Directors authorized
our 2016 Share Repurchase 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. Under this authorization, we repurchased and
retired 3.7 million and 3.3 million shares of our
common stock during the years ended December 31,
2017 and 2016, respectively, at a cost of $1.0 billion
for each year. As of December 31, 2017,
approximately $3.0 billion remains available for share
repurchases under this authorization.
In May 2015 our Board of Directors authorized
our 2015 Share Repurchase Program to repurchase
up to $5.0 billion of our common stock. All share
repurchases under this authorization were retired. Our
2015 Share Repurchase Program was completed as
of December 31, 2015. Under this authorization, we
repurchased and retired 16.8 million shares of our
common stock at a cost of $5.0 billion during the year
ended December 31, 2015.
In February 2011 our Board of Directors
authorized our 2011 Share Repurchase Program to
repurchase up to 20.0 million shares of our common
stock. Shares repurchased under this authorization
have been principally used to offset common stock
issuances under our share-based compensation
plans. Our 2011 Share Repurchase Program was
completed as of March 31, 2017. Under this
authorization, we repurchased 1.2
million shares of
our common stock at a cost of $365.4 million during
the year ended December 31, 2017. We did not
repurchase any shares of our common stock under
this authorization during the years ended
December 31, 2016 and 2015.
Cash, Cash Equivalents and Marketable Securities
Until required for another use in our business,
we typically invest our cash reserves in bank deposits,
certificates of deposit, commercial paper, corporate
notes, U.S. and foreign government instruments and
other interest bearing marketable debt instruments in
accordance with our investment policy. It is our policy
to mitigate credit risk in our cash reserves and
marketable securities by maintaining a well-diversified
portfolio that limits the amount of exposure as to
institution, maturity and investment type.
The
net decrease in cash, cash equivalents and
marketable securities at December 31, 2017, from
December 31, 2016, was primarily due to the
payment made to Forward Pharma in connection with
our January 2017 settlement and license agreement,
the payment made for the redemption of our 6.875%
Senior Notes due March 1, 2018 prior to their
maturity in November 2017, cash used for share
repurchases, the net cash contribution made in
connection with the spin-off of our hemophilia
business in February 2017, net purchases of property,
plant and equipment, upfront and milestone payments
made to Remedy, Ionis and Samsung Bioepis and the
payment 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.
Borrowings
The following is a summary of our principal
indebtedness as of December 31, 2017:
• $1.5 billion aggregate principal amount of 2.90%
Senior Notes due September 15, 2020, valued
at 99.792% of par;
• $1.0 billion aggregate principal amount of
3.625% Senior Notes due September 15, 2022,
valued at 99.920% of par;
• $1.75 billion aggregate principal amount of
4.05% Senior Notes due September 15, 2025,
valued at 99.764% of par; and
• $1.75 billion aggregate principal amount of
5.20% Senior Notes due September 15, 2045,
valued at 99.294% of par.
These senior unsecured notes were issued at a
discount and are amortized as additional interest
expense over the period from issuance through
maturity.
In November 2017 we redeemed our 6.875%
Senior Notes due March 1, 2018, with an aggregate
principal amount of $550.0 million. For additional
information on this redemption please read Note 12,
Indebtedness, to our consolidated financial
statements included in this report.
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During the third quarter of 2015, we entered into
a $1.0 billion, five-year senior unsecured revolving
credit facility under which we are permitted to draw
funds for working capital
and general corporate
purposes. The terms of the revolving credit facility
include a financial covenant that requires us not to
exceed a maximum consolidated leverage ratio. As of
December 31, 2017, we had no outstanding
borrowings and were in compliance with all covenants
under this facility.
In connection with our 2006 distribution
agreement with Fumedica, we issued notes totaling
61.4 million Swiss Francs that are payable to
Fumedica in varying amounts from June 2008 through
June 2018. Our remaining note payable to Fumedica,
payable in June 2018, had a carrying value of 3.1
million Swiss Francs ($3.2 million) and 6.2 million
Swiss Francs ($6.0 million) as of December 31, 2017
and 2016, respectively.
For a summary of the fair values of our
outstanding borrowings as of December 31, 2017 and
2016, please read Note 8, Fair Value Measurements,
to our consolidated financial statements included in
this report.
Working
Capital
We define working capital as current assets less
current liabilities. The change in working capital at
December 31, 2017, from December 31, 2016,
reflects a decrease in total current assets of $858.9
million, partially offset by a decrease in current
liabilities of $51.7 million.
The decrease in total current assets was driven
by a decrease in net cash, cash equivalents and
marketable securities, as described above, partially
offset by an increase in accounts receivable due to an
increase in revenues and the timing of customer
payments, including amounts due in connection with
anti-CD20 therapeutic programs.
The decrease in total current liabilities primarily
resulted from a reduction in taxes payable and
accrued expenses primarily due to the payment of the
$454.8 million charge that was accrued as of
December 31, 2016, in relation
to our settlement and
license agreement with Forward Pharma, offset by an
increase in the accrual of contingent payments
related to FUMADERM and TECFIDERA (together, the
Fumapharm Products) upon reaching $15.0 billion
and $16.0 billion in total cumulative sales of
Fumapharm Products in the fourth quarter of 2017.
Cash Flows
The following table summarizes our cash flow activity:
For the Years Ended
December 31,
% Change
2017
compared to
2016
2016
compared to
2015
(In millions, except percentages)
2017
2016
2015
Net cash flows provided by operating
activities
$
4,551.0
$
4,587.2 $
3,919.4
(0.8)%
17.0 %
Net cash flows used in by investing
activities
$
(2,963.1)
$
(2,484.8) $
(4,553.6)
19.2 %
(45.4)%
Net cash flows (used in) provided by
financing activities
$
(2,380.0)
$
(1,052.6) $
783.1
126.1 %
(234.4)%
Operating Activities
Cash flows from operating activities represent
the cash receipts and disbursements related to all of
our activities other than investing and financing
activities. We expect cash provided from operating
activities will continue
to be our primary source of
funds to finance operating needs and capital
expenditures for the foreseeable future.
Operating cash flow is derived by adjusting our
net income for:
• Non-cash operating items such as depreciation
and amortization, impairment charges, acquired
in-process research and development and share-
based compensation;
• Changes in operating assets and liabilities which
reflect timing differences between the receipt
and payment of cash associated with
transactions and when they are recognized in
results of operations; and
• Changes associated with the fair value of
contingent payments associated with our
acquisitions of businesses and payments related
to collaborations.
For 2017 compared to 2016, net
cash flows
provided by operations were relatively consistent.
Higher sales and lower income tax payments were
offset by the $454.8 million payment related to our
settlement and license agreement with Forward
Pharma, which had been accrued as of December 31,
2016, and the timing of customer payments, including