UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2020~~2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39329

Royalty Pharma plc

(Exact name of registrant as specified in its charter)

England and Wales

~~Not applicable~~

98-1535773

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

110 ~~E 59th~~East 59th Street

New York,

New York

10022

(Address of principal executive offices and zip code)

(212) 883-0200

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading ~~Symbol(s)~~symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001	RPRX	The Nasdaq ~~Global Select~~Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate web site, if any,~~ every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

~~As of August 7, 2020, Royalty Pharma plc had 365,899,235 shares of Class A ordinary shares outstanding.~~

As of August 6, 2021, Royalty Pharma plc had 427,005,888 shares of Class A ordinary shares outstanding and 180,166,365 Class B ordinary shares outstanding.

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

INDEX

PART I.

FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets atas of June 30, ~~2020 (unaudited)~~2021 and December 31, ~~2019~~2020 (unaudited)

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020 (unaudited)

Condensed Consolidated Statements of ~~Shareholder's~~Shareholders’ Equity for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020 (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

Item 2.

~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

2935

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

5469

Item 4.

Controls and Procedures

5670

PART II.

OTHER INFORMATION

5670

Item 1.

Legal Proceedings

5671

Item 1A.

Risk Factors

5671

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

5671

Item 3.

Defaults Upon Senior Securities

5771

Item 4.

Mine Safety Disclosures

5771

Item 5.

Other Information

5771

Item 6.

Exhibits

5771

Special Note Regarding ~~Forward Looking~~Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by ~~forward looking~~forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective assets, our industry, our beliefs and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking ~~statements, including those factors discussed under Part II, Item 1A. Risk Factors~~ statements.You should ~~specifically consider~~evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of the numerous risks outlined in Part I under ~~Risk Factors~~Item 1A. under “Risk Factors” in our ~~prospectus (the “Prospectus”) relating to our Registration Statement~~Annual Report on Form ~~S-1, as amended (Registration No. 333-238632), filed with~~10-K for the ~~SEC pursuant to Rule 424(b) under the Securities Act.~~fiscal year ended December 31, 2020.

These risks and uncertainties include factors related to:

•sales risks of biopharmaceutical products on which we receive royalties;

•the ability of ~~the Manager~~RP Management, LLC (the “Manager”) to locate suitable assets for us to acquire;

•uncertainties related to the acquisition of interests in development-stage biopharmaceutical product candidates and our strategy to add development-stage product candidates ~~and late stage funding opportunities~~ to our product portfolio;

•the assumptions underlying our business model;

•our ability to successfully execute our royalty acquisition strategy;

•our ability to leverage our competitive strengths;

•actual and potential conflicts of interest with the Manager and its affiliates;

•the ability of the Manager or its affiliates to attract and retain highly talented professionals;

•the effect of changes to tax legislation and our tax position; and

•the risks, uncertainties and other factors we identify elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the ~~SEC.~~U.S. Securities and Exchange Commission.

Although we believe the expectations reflected in the forward-looking statements are reasonable, any of those expectations could prove to be inaccurate, and as a result, the forward-looking statements based on those expectations also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and business objectives will be achieved. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform our prior statements to actual results or revised expectations.

PART 1. FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(Unaudited)~~

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value) As of June 30, As of December 31,
2020 2019
Assets (unaudited)
Current Assets
Cash and cash equivalents $ 2,443,430 $ 283,682
Marketable securities 343,679 56,972
Financial royalty assets, net 526,937 452,560
Accrued royalty receivable 32,307 33,525
Available for sale debt securities 28,500 —
Other royalty income receivable 3,147 5,241
Other current assets 12,789 92
Total current assets 3,390,789 832,072
Financial royalty assets, net 11,169,857 10,842,052
Intangible royalty assets, net 40,258 51,724
Equity securities 477,185 380,756
Available for sale debt securities 162,454 131,280
Derivative financial instruments 14,717 42,315
Investments in non-consolidated affiliates 430,296 124,061
Other assets — 45,635
Total assets $ 15,685,556 $ 12,449,895
Liabilities and equity
Current liabilities
Royalty distribution payable to affiliates $ 122,771 $ 31,041
Accounts payable and accrued expenses 34,366 11,177
Accrued purchase obligation 111,610 —
Current portion of long-term debt 182,226 281,984
Derivative financial instruments — 9,215
Total current liabilities 450,973 333,417
Long-term debt 5,729,622 5,956,138
Derivative financial instruments — 18,902
Other liabilities 110,000 —
Total liabilities 6,290,595 6,308,457
Commitments and contingencies
Shareholders'/Unitholders' equity
Shareholders' contributions — 3,282,516
Class A ordinary shares, $0.0001 par value; 365,899 and 0 issued and outstanding, respectively 37 —
Class B shares, $0.000001 par value; 241,207 and 0 issued and outstanding, respectively — —
Class R redeemable shares, £1 par value; 50 and 0 issued and outstanding, respectively 63 —
Deferred shares, $0.000001 par value, 294,176 and 0 issued and outstanding, respectively — —
Additional paid-in capital 2,557,237 —
Retained earnings 1,571,399 2,825,212
Non-controlling interest 5,237,829 35,883
Accumulated other comprehensive income 30,515 2,093
Treasury interests (2,119) (4,266)
Total shareholders'/unitholders' equity 9,394,961 6,141,438
Total liabilities and shareholders'/unitholders' equity $ 15,685,556 $ 12,449,895
(In thousands, except par value)

(Unaudited)


	As of June 30,		As of December 31,
	2021		2020
Assets
Current assets
Cash and cash equivalents	$	1,142,281	$	1,008,680

Marketable securities	842,685		983,279
Financial royalty assets	596,851		587,193
Accrued royalty receivable	34,143		33,155

Available for sale debt securities	68,702		69,984

Other royalty income receivable	10,694		6,011
Other current assets	12,098		8,596
Total current assets	2,707,454		2,696,898

Financial royalty assets, net	12,932,077		12,368,084
Intangible royalty assets, net	17,262		28,666
Equity securities	184,042		298,689
Available for sale debt securities	202,498		163,016

Investments in non-consolidated affiliates	465,620		454,936
Other assets	5,960		9,997

Total assets	$	16,514,913	$	16,020,286

Liabilities and equity
Current liabilities
Distribution payable to non-controlling interest	$	117,378	$	126,366
Accounts payable and accrued expenses	9,393		10,775
Interest payable	42,904		42,146
Accrued purchase obligation	110,000		110,000



Other current liabilities	4,314		18,600
Total current liabilities	283,989		307,887

Long-term debt	5,825,559		5,816,584



Total liabilities	6,109,548		6,124,471

Commitments and contingencies	0		0
Shareholders’ equity

Class A ordinary shares, $0.0001 par value; 427,006 and 388,135 issued and outstanding, respectively	42		39
Class B ordinary shares, $0.000001 par value; 180,166 and 218,976 issued and outstanding, respectively	0		0
Class R redeemable shares, £1 par value; 50 and 50 issued and outstanding, respectively	63		63
Deferred shares, $0.000001 par value, 355,217 and 316,407 issued and outstanding, respectively	0		0

Additional paid-in capital	3,415,598		2,865,964
Retained earnings	2,291,966		1,920,635
Non-controlling interest	4,671,686		5,077,036
Accumulated other comprehensive income	28,672		34,395
Treasury interests	(2,662)		(2,317)

Total shareholders’ equity	10,405,365		9,895,815

Total liabilities and shareholders’ equity	$	16,514,913	$	16,020,286

See accompanying notes to these unaudited condensed consolidated financial statements.

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

~~(Unaudited)~~

(in thousands, except per share amounts) For the three months ended
June 30, For the six months ended
June 30,
2020 2019 2020 2019
Total income and revenues
Income from financial royalty assets $ 474,177 $ 416,945 $ 937,021 $ 799,161
Revenue from intangible royalty assets 33,445 35,476 68,428 78,722
Other royalty income 3,310 5,187 6,362 14,608
Total income and other revenues 510,932 457,608 1,011,811 892,491
Operating expenses
Research and development funding expense 5,776 21,457 13,415 44,448
Provision for changes in expected cash flows from financial royalty assets 47,278 72,210 135,290 22,177
Amortization of intangible assets 5,733 5,733 11,466 12,332
General and administrative expenses 42,799 30,349 80,864 54,775
Total operating expenses, net 101,586 129,749 241,035 133,732
Operating income 409,346 327,859 770,776 758,759
Other (income)/expense
Equity in (earnings)/loss of non-consolidated affiliates (29,292) 8,144 (20,218) 13,673
Interest expense 34,189 69,168 87,773 136,434
Unrealized (gain)/loss on derivative contracts (647) 39,414 32,798 65,254
Unrealized (gain)/loss on equity securities (193,895) 36,800 (40,729) (16,944)
Interest income (2,724) (4,474) (5,582) (14,501)
Other non-operating (income)/expense, net (261) 37 5,662 (21)
Total other (income)/expense, net (192,630) 149,089 59,704 183,895
Consolidated net income before tax 601,976 178,770 711,072 574,864
Income tax expense — — — —
Consolidated net income 601,976 178,770 711,072 574,864
Less: Net income attributable to non-controlling interest (159,902) (27,057) (197,758) (55,707)
Net income attributable to controlling interest 442,074 151,713 513,314 519,157
Other comprehensive income
Reclassification of loss on interest rate swaps included in net income — 1,602 4,066 3,189
Change in unrealized movement on available for sale debt securities 6,949 2,939 59,674 2,939
Other comprehensive income 6,949 4,541 63,740 6,128
Comprehensive income 449,023 156,254 577,054 525,285
Less: Other comprehensive income attributable to non-controlling interest (1,624) — (11,296) —
Comprehensive income attributable to controlling interest $ 447,399 $ 156,254 $ 565,758 $ 525,285
Earnings per share of Class A ordinary shares (1):
     Basic $ 0.09 N/A $ 0.09 N/A
     Diluted $ 0.09 N/A $ 0.09 N/A
Weighted-average shares of Class A shares outstanding (1):
     Basic 353,979 N/A 353,979 N/A
     Diluted 353,980 N/A 353,980 N/A

~~(1) Represents earnings~~(In thousands, except per share ofamounts)

(Unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Total income and revenues
Income from financial royalty assets	$	503,414	$	474,177	$	1,033,039	$	937,021
Revenue from intangible royalty assets	40,127		33,445		76,188		68,428
Other royalty income	11,422		3,310		18,763		6,362
Total income and other revenues	554,963		510,932		1,127,990		1,011,811

Operating expenses

Provision for changes in expected cash flows from financial royalty assets	(243,762)		47,278		48,499		135,290
Research and development funding expense	3,122		5,776		5,763		13,415
Amortization of intangible assets	5,733		5,733		11,404		11,466
General and administrative expenses	44,921		42,799		88,077		80,864

Total operating (income)/expense, net	(189,986)		101,586		153,743		241,035

Operating income	744,949		409,346		974,247		770,776

Other (income)/expense
Equity in earnings of non-consolidated affiliates	(17,701)		(29,292)		(15,783)		(20,218)
Interest expense	37,426		34,189		74,841		87,773

Loss/(gain) on derivative financial instruments	1,909		(647)		4,464		32,798
Gain on equity securities	(55,495)		(193,895)		(1,309)		(40,729)

Unrealized gain on available for sale debt securities	(14,015)		0		(23,130)		0
Interest income	(14,037)		(2,724)		(30,635)		(5,582)
Other non-operating expense/(income), net	107		(261)		65		5,662
Total other (income)/expense, net	(61,806)		(192,630)		8,513		59,704
Consolidated net income before tax	806,755		601,976		965,734		711,072
Income tax expense	0		0		0		0
Consolidated net income	806,755		601,976		965,734		711,072

Net income attributable to non-controlling interest	365,979		159,902		455,839		197,758

Net income attributable to controlling interest	440,776		442,074		509,895		513,314

Other comprehensive income/(loss)
Reclassification of loss on interest rate swaps	0		0		0		4,066

Unrealized gain on available for sale debt securities	6,025		6,949		11,150		59,674
Reclassification of unrealized gain on available for sale debt securities	(13,299)		0		(28,790)		0
Other comprehensive (loss)/income	(7,274)		6,949		(17,640)		63,740


Other comprehensive (loss)/income attributable to non-controlling interest	(3,231)		1,624		(8,112)		11,296
Other comprehensive (loss)/income attributable to controlling interest	(4,043)		5,325		(9,528)		52,444

Comprehensive income attributable to controlling interest	$	436,733	$	447,399	$	500,367	$	565,758

Earnings per Class A ordinary share (1):
Basic	$	1.08	$	0.09	$	1.28	$	0.09
Diluted	$	1.08	$	0.09	$	1.25	$	0.09
Weighted average Class A ordinary shares outstanding (1):
Basic	409,344		353,979		399,606		353,979
Diluted	607,163		353,980		607,151		353,980

(1) Prior year figures represent earnings per Class A ordinary ~~shares~~share and ~~weighted-average~~weighted average Class A ordinary shares outstanding for the period from June 16, 2020 through June 30, 2020, the period following our initial public offering ~~(see~~(“IPO”). See Note ~~13).~~

13–Earnings per Share.

See accompanying notes to these unaudited condensed consolidated financial statements.

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES IN SHAREHOLDERS'~~SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

Class A Ordinary Shares Class B Ordinary Shares Class R Redeemable Shares Deferred Shares Additional Paid-In Capital Shareholders' Contributions Retained Earnings Accumulated Other Comprehensive Income/(Loss) Non-Controlling Interest Treasury Interests Total Equity
(in thousands) Shares Amount Shares Amount Shares Amount Shares Amount
Balance at March 31, 2020 — $ — — $ — — $ — — $ — $ — $ 2,553,001 $ 2,561,971 $ 49,212 $ 2,002,775 $ (4,266) $ 7,162,693
Contributions — — — — — — — — — — — — 6,691 — 6,691
Distributions — — — — — — — — — — (171,632) — (124,851) — (296,483)
Initial share issuance upon registration of plc — — — — 50 63 — — — — — — — — 63
Net income prior to IPO — — — — — — — — — — 408,602 — 107,187 — 515,789
Issuance of Class B shares to Continuing Investors Partnerships — — 535,383 1 — — — — — — — — — — 1
Effect of exchange by Continuing Investors of Class B shares for Class A shares and reallocation of historical equity 294,176 30 (294,176) (1) — — 294,176 — 1,402,762 (2,553,001) (1,261,014) (24,022) 2,433,098 2,147 (1)
Issuance of Class A shares sold in initial public offering, net of offering costs 71,652 7 — — — — — — 1,150,735 — — — 758,590 — 1,909,332
Share based compensation — — — — — — — — 3,740 — — — — — 3,740
Issuance of Class A shares under equity incentive plan 71 — — — — — — — — — — — — — —
Net income subsequent to IPO — — — — — — — — — — 33,472 — 52,715 — 86,187
Other comprehensive income:
Change in unrealized movement on available for sale debt securities — — — — — — — — — — — 5,325 1,624 — 6,949
Balance at June 30, 2020 365,899 $ 37 241,207 $ — 50 $ 63 294,176 $ — $ 2,557,237 $ — $ 1,571,399 $ 30,515 $ 5,237,829 $ (2,119) $ 9,394,961


	Class A Ordinary Shares			Class B Ordinary Shares			Class R Redeemable Shares			Deferred Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Non-Controlling Interest		Treasury Interests		Total Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at March 31, 2021	392,857	$	39	214,255	$	0	50	$	63	321,128	$	0	$	2,931,249	$	1,923,771	$	29,452	$	4,954,818	$	(2,359)	$	9,837,033
Contributions	—	—		—	—		—	—		—	—		—		—		—		11,519		—		11,519
Distributions	—	—		—	—		—	—		—	—		—		—		—		(170,808)		—		(170,808)
Dividends ($0.17 per Class A ordinary share)	—	—		—	—		—	—		—	—		—		(72,581)		—		—		—		(72,581)
Other exchanges	34,089	3		(34,089)	—		—	—		34,089	—		483,628		—		3,263		(486,591)		(303)		0
Share based compensation and related issuance of Class A ordinary shares	60	—		—	—		—	—		—	—		721		—		—		—		—		721
Net income	—	—		—	—		—	—		—	—		—		440,776		—		365,979		—		806,755
Other comprehensive income/(loss):																							—
Unrealized gain on available for sale debt securities	—	—		—	—		—	—		—	—		—		—		3,348		2,677		—		6,025
Reclassification of unrealized gain on available for sale debt securities	—	—		—	—		—	—		—	—		—		—		(7,391)		(5,908)		—		(13,299)

Balance at June 30, 2021	427,006	$	42	180,166	$	0	50	$	63	355,217	$	0	$	3,415,598	$	2,291,966	$	28,672	$	4,671,686	$	(2,662)	$	10,405,365


	Class A Ordinary Shares			Class B Ordinary Shares			Class R Redeemable Shares			Deferred Shares			Additional Paid-In Capital		Shareholders’ Contributions		Retained Earnings		Accumulated Other Comprehensive Income		Non-Controlling Interest		Treasury Interests		Total Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at March 31, 2020	0	$	0	0	$	0	0	$	0	0	$	0	$	0	$	2,553,001	$	2,561,971	$	49,212	$	2,002,775	$	(4,266)	$	7,162,693
Contributions	—	—		—	—		—	—		—	—		—		—		—		—		6,691		—		6,691
Distributions	—	—		—	—		—	—		—	—		—		—		(171,632)		—		(124,851)		—		(296,483)
Initial share issuance upon registration of Royalty Pharma plc	—	—		—	—		50	63		—	—		—		—		—		—		—		—		63
Net income prior to IPO	—	—		—	—		—	—		—	—		—		—		408,602		—		107,187		—		515,789
Issuance of Class B ordinary shares to Continuing Investors Partnerships	—	—		535,383	1		—	—		—	—		—		—		—		—		—		—		1
Effect of exchange by Continuing Investors of Class B ordinary shares for Class A ordinary shares and reallocation of historical equity	294,176	30		(294,176)	(1)		—	—		294,176	—		1,402,762		(2,553,001)		(1,261,014)		(24,022)		2,433,098		2,147		(1)
Issuance of Class A ordinary shares sold in IPO, net of offering costs	71,652	7		—	—		—	—		—	—		1,150,735		—		—		—		758,590		—		1,909,332
Share based compensation and related issuance of Class A ordinary shares	71	—		—	—		—	—		—	—		3,740		—		—		—		—		—		3,740
Net income subsequent to IPO	—	—		—	—		—	—		—	—		—		—		33,472		—		52,715		—		86,187
Other comprehensive income:
Unrealized gain on available for sale debt securities	—	—		—	—		—	—		—	—		—		—		—		5,325		1,624		—		6,949

Balance at June 30, 2020	365,899	$	37	241,207	$	0	50	$	63	294,176	$	0	$	2,557,237	$	0	$	1,571,399	$	30,515	$	5,237,829	$	(2,119)	$	9,394,961

(in thousands) Unitholders' Contributions Retained Earnings Accumulated Other Comprehensive Income/(Loss) Non-Controlling Interest Treasury Interests Total Equity
Balance at March 31, 2019 $ 3,282,516 $ 1,385,728 $ (8,668) $ 48,088 $ (2,327) $ 4,705,337
Distributions — (198,380) — (35,153) — (233,533)
Net income — 151,713 — 27,057 — 178,770
Other comprehensive income/(loss):
Change in unrealized movement on available for sale debt securities — — 2,939 — — 2,939
Reclassification of loss on interest rate swaps — — 1,602 — — 1,602
Purchase of treasury interests — — — — (1,901) (1,901)
Balance at June 30, 2019 $ 3,282,516 $ 1,339,061 $ (4,127) $ 39,992 $ (4,228) $ 4,653,214

See accompanying notes to these unaudited condensed consolidated financial ~~statements~~.statements.

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES IN SHAREHOLDERS'~~SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

Class A Ordinary Shares Class B Ordinary Shares Class R Redeemable Shares Deferred Shares Additional Paid-In Capital Shareholders' Contributions Retained Earnings Accumulated Other Comprehensive Income/(Loss) Non-Controlling Interest Treasury Interests Total Equity
(in thousands) Shares Amount Shares Amount Shares Amount Shares Amount
Balance at December 31, 2019 — $ — — $ — $ — $ — — $ — $ — $ 3,282,516 $ 2,825,212 $ 2,093 $ 35,883 $ (4,266) $ 6,141,438
Contributions — — — — — — — — — 307,646 — — 1,140,319 — 1,447,965
Transfer of interests — — — — — — — — — (1,037,161) — — 1,037,161 — —
Cumulative adjustment for adoption of ASU 2016-13 — — — — — — — — — — (192,705) — — — (192,705)
Distributions — — — — — — — — — — (313,408) — (376,276) — (689,684)
Initial share issuance upon registration of plc — — — — 50 63 — — — — — — — — 63
Net income prior to IPO — — — — — — — — — — 479,842 — 145,043 — 624,885
Issuance of Class B shares to Continuing Investors Partnerships — — 535,383 1 — — — — — — — — — — 1
Effect of exchange by Continuing Investors of Class B shares for Class A shares and reallocation of historical equity 294,176 30 (294,176) (1) — — 294,176 — 1,402,762 (2,553,001) (1,261,014) (24,022) 2,433,098 2,147 (1)
Issuance of Class A shares sold in initial public offering, net of offering costs 71,652 7 — — — — — — 1,150,735 — — — 758,590 — 1,909,332
Share based compensation — — — — — — — — 3,740 — — — — — 3,740
Issuance of Class A shares under equity incentive plan 71 — — — — — — — — — — — — — —
Net income subsequent to IPO — — — — — — — — — — 33,472 — 52,715 — 86,187
Other comprehensive income:
Change in unrealized movement on available for sale debt securities — — — — — — — — — — — 48,378 11,296 — 59,674
Reclassification of loss on interest rate swaps — — — — — — — — — — — 4,066 — — 4,066
Balance at June 30, 2020 365,899 $ 37 241,207 $ — 50 $ 63 294,176 $ — $ 2,557,237 $ — $ 1,571,399 $ 30,515 $ 5,237,829 $ (2,119) $ 9,394,961

(in thousands) Unitholders' Contributions Retained Earnings Accumulated Other Comprehensive Income/(Loss) Non-Controlling Interest Treasury Interests Total Equity
Balance at December 31, 2018 $ 3,282,516 $ 1,215,953 $ (10,255) $ 63,865 $ — $ 4,552,079
Distributions — (396,049) — (79,580) — (475,629)
Net income — 519,157 — 55,707 — 574,864
Other comprehensive income/(loss):
Change in unrealized movement on available for sale debt securities — — 2,939 — — 2,939
Reclassification of loss on interest rate swaps — — 3,189 — — 3,189
Purchase of treasury interests — — — — (4,228) (4,228)
Balance at June 30, 2019 $ 3,282,516 $ 1,339,061 $ (4,127) $ 39,992 $ (4,228) $ 4,653,214


	Class A Ordinary Shares			Class B Ordinary Shares			Class R Redeemable Shares			Deferred Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Non-Controlling Interest		Treasury Interests		Total Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2020	388,135	$	39	218,976	$	0	50	$	63	316,407	$	0	$	2,865,964	$	1,920,635	$	34,395	$	5,077,036	$	(2,317)	$	9,895,815
Contributions	—	—		—	—		—	—		—	—		—		—		—		14,772		—		14,772
Distributions	—	—		—	—		—	—		—	—		—		—		—		(316,186)		—		(316,186)
Dividends ($0.34 per Class A ordinary share)	—	—		—	—		—	—		—	—		—		(138,564)		—		—		—		(138,564)
Other exchanges	38,810	3		(38,810)	—		—	—		38,810	—		548,200		—		3,805		(551,663)		(345)		0
Share based compensation and related issuance of Class A ordinary shares	61	—		—	—		—	—		—	—		1,434		—		—		—		—		1,434
Net income	—	—		—	—		—	—		—	—		—		509,895		—		455,839		—		965,734
Other comprehensive income/(loss):
Unrealized gain on available for sale debt securities	—	—		—	—		—	—		—	—		—		—		6,060		5,090		—		11,150
Reclassification of unrealized gain on available for sale debt securities	—	—		—	—		—	—		—	—		—		—		(15,588)		(13,202)		—		(28,790)

Balance at June 30, 2021	427,006	$	42	180,166	$	0	50	$	63	355,217	$	0	$	3,415,598	$	2,291,966	$	28,672	$	4,671,686	$	(2,662)	$	10,405,365

See accompanying notes to these unaudited condensed consolidated financial ~~statements~~statements.

ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Class A Ordinary Shares			Class B Ordinary Shares			Class R Redeemable Shares			Deferred Shares			Additional Paid-In Capital		Shareholders’ Contributions		Retained Earnings		Accumulated Other Comprehensive Income		Non-Controlling Interest		Treasury Interests		Total Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2019	0	$	0	0	$	0	0	$	0	0	$	0	$	0	$	3,282,516	$	2,825,212	$	2,093	$	35,883	$	(4,266)	$	6,141,438
Contributions	—	—		—	—		—	—		—	—		—		307,646		—		—		1,140,319		—		1,447,965
Transfer of interests	—	—		—	—		—	—		—	—		—		(1,037,161)		—		—		1,037,161		—		0
Cumulative adjustment for adoption of ASU 2016-13	—	—		—	—		—	—		—	—		—		—		(192,705)		—		—		—		(192,705)
Distributions	—	—		—	—		—	—		—	—		—		—		(313,408)		—		(376,276)		—		(689,684)
Initial share issuance upon registration of Royalty Pharma plc	—	—		—	—		50	63		—	—		—		—		—		—		—		—		63
Net income prior to IPO	—	—		—	—		—	—		—	—		—		—		479,842		—		145,043		—		624,885
Issuance of Class B ordinary shares to Continuing Investors Partnerships	—	—		535,383	1		—	—		—	—		—		—		—		—		—		—		1
Effect of exchange by Continuing Investors of Class B ordinary shares for Class A ordinary shares and reallocation of historical equity	294,176	30		(294,176)	(1)		—	—		294,176	—		1,402,762		(2,553,001)		(1,261,014)		(24,022)		2,433,098		2,147		(1)
Issuance of Class A ordinary shares sold in IPO, net of offering costs	71,652	7		—	—		—	—		—	—		1,150,735		—		—		—		758,590		—		1,909,332
Share based compensation and related issuance of Class A ordinary shares	71	—		—	—		—	—		—	—		3,740		—		—		—		—		—		3,740
Net income subsequent to IPO	—	—		—	—		—	—		—	—		—		—		33,472		—		52,715		—		86,187
Other comprehensive income:
Unrealized gain on available for sale debt securities	—	—		—	—		—	—		—	—		—		—		—		48,378		11,296		—		59,674
Reclassification of loss on interest rate swaps	—	—		—	—		—	—		—	—		—		—		—		4,066		—		—		4,066

Balance at June 30, 2020	365,899	$	37	241,207	$	0	50	$	63	294,176	$	0	$	2,557,237	$	0	$	1,571,399	$	30,515	$	5,237,829	$	(2,119)	$	9,394,961

See accompanying notes to these unaudited condensed consolidated financial statements.

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(unaudited)~~(In thousands)

(in thousands) For the six months ended
June 30,
2020 2019
Cash flows from operating activities:
Cash collections from financial royalty assets $ 1,003,504 $ 895,150
Cash collections from intangible royalty assets 69,646 73,821
Other royalty cash collections 8,548 20,456
Interest received 3,597 14,458
Swap collateral received 45,252 360
Swap collateral posted — (26,670)
Swap termination payments (35,448) —
Distributions from non-consolidated affiliates 31,840 14,059
Development-stage funding payments - ongoing (13,415) (44,448)
Payments for operating and professional costs (69,985) (47,144)
Interest paid (83,431) (130,265)
Net cash provided by operating activities 960,108 769,777
Cash flows from investing activities:
Distributions from non-consolidated affiliates 15,084 —
Purchases of available for sale debt securities — (125,117)
Purchase of equity securities (50,000) —
Proceeds from available for sale debt securities — 150,000
Purchase of marketable securities (637,235) —
Proceeds from sales and maturities of marketable securities 353,717 —
Investments in non-consolidated affiliates (29,262) (18,684)
Acquisitions of financial royalty assets (574,620) (1,231,736)
Milestone payments — (250,000)
Net cash used in investing activities (922,316) (1,475,537)
Cash flows from financing activities:
Distributions to shareholders/unitholders (285,355) (396,049)
Distributions to non-controlling interest (284,546) (77,858)
Distributions to non-controlling interest- other (28,055) —
Contributions from non-controlling interest- acquisitions 17,359 —
Contributions from non-controlling interest- R&D 5,114 —
Contributions from non-controlling interest- other 12,625 —
Scheduled repayments of long-term debt (94,200) (147,000)
Repayments of long-term debt (5,170,396) —
Proceeds from issuance of long-term debt 6,040,000 —
Debt issuance costs and other (8,819) —
Purchase of treasury interests — (4,228)
Proceeds from issuance of ordinary shares upon initial public offering, net of offering costs 1,918,229 —
Net cash provided by/(used in) financing activities 2,121,956 (625,135)
Net change in cash and cash equivalents 2,159,748 (1,330,895)
Cash and cash equivalents, beginning of period 283,682 1,924,211
Cash and cash equivalents, end of period $ 2,443,430 $ 593,316
(Unaudited)


	For the Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Cash collections from financial royalty assets	$	1,094,094	$	1,003,504
Cash collections from intangible royalty assets	75,200		69,646
Other royalty cash collections	14,088		8,548
Distributions from non-consolidated affiliates	22,003		31,840
Interest received	2,332		3,597
Derivative collateral received	11,470		45,252
Derivative collateral posted	(9,340)		0
Termination payments on derivative instruments	0		(35,448)
Ongoing development-stage funding payments	(5,763)		(13,415)

Payments for operating and professional costs	(81,764)		(69,985)

Interest paid	(64,500)		(83,431)
Net cash provided by operating activities	1,057,820		960,108

Cash flows from investing activities:
Distributions from non-consolidated affiliates	523		15,084
Investments in non-consolidated affiliates	(17,427)		(29,262)
Purchases of equity securities	0		(50,000)
Proceeds from equity securities	109,367		0
Purchases of available for sale debt securities	(35,170)		0
Proceeds from available for sale debt securities	31,250		0
Purchases of marketable securities	(728,025)		(703,934)
Proceeds from sales and maturities of marketable securities	868,689		336,012

Acquisitions of financial royalty assets	(683,741)		(574,620)
Milestone payments	(18,600)		0
Net cash used in investing activities	(473,134)		(1,006,720)

Cash flows from financing activities:
Distributions to shareholders/unitholders	0		(285,355)
Distributions to non-controlling interest	(238,197)		(284,546)
Distributions to non-controlling interest- other	(86,978)		(28,055)
Dividends to shareholders	(138,564)		0

Contributions from non-controlling interest- R&D	4,080		5,114
Contributions from non-controlling interest- other	8,574		29,984
Scheduled repayments of long-term debt	0		(94,200)
Repayments of long-term debt	0		(5,170,396)
Proceeds from issuance of long-term debt	0		6,040,000
Debt issuance costs and other	0		(8,819)

Proceeds from issuance of Class A ordinary shares upon IPO, net of offering costs	0		1,918,229

Net cash (used in)/provided by financing activities	(451,085)		2,121,956
Net change in cash and cash equivalents	133,601		2,075,344
Cash and cash equivalents, beginning of period	1,008,680		246,199
Cash and cash equivalents, end of period	$	1,142,281	$	2,321,543

See accompanying notes to these unaudited condensed consolidated financial statements.

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

1. Organization and Purpose

Following our IPO, we ~~operate and~~ control ~~the business affairs of~~ Royalty Pharma Holdings Ltd. (“RP Holdings”), a private limited company incorporated under the laws of England and Wales and U.K. tax ~~resident. Through~~resident through our ~~controlling~~ ownership of RP Holdings’ Class A ordinary shares (the “RP Holdings Class A Interests”) and RP ~~Holdings'~~Holdings’ Class B ordinary shares (the “RP Holdings Class B Interests”)~~, we~~. We conduct our business through RP Holdings and its subsidiaries and include RP Holdings and its subsidiaries in our condensed consolidated financial statements.

RP Holdings is the sole owner of Royalty Pharma Investments 2019 ICAV (“RPI 2019 ICAV”), which is an Irish collective asset management entity formed to facilitate our Exchange Offer Transactions (defined below), and is the successor to Royalty Pharma Investments, an Irish ~~Unit Trust~~unit trust (“Old RPI”), for accounting and financial reporting purposes. RP Holdings is owned ~~directly~~ by RPI US Partners 2019, LP, a Delaware limited partnership, RPI International Holdings 2019, LP, a Cayman Islands exempted limited partnership (together, the “Continuing Investors Partnerships”), and Royalty Pharma plc. Old RPI is a unit trust established in August 2011 under the laws of Ireland and authorized by the Central Bank of Ireland pursuant to the Unit Trusts Act, 1990. Prior to the Exchange Offer Transactions, Old RPI was owned by various partnerships (the “Legacy Investors Partnerships”).

“Royalty Pharma,” “Royalty Pharma Investments,” “RPI,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc and its subsidiaries on a consolidated basis. After the consummation of the Reorganization Transactions (defined below) and before the consummation of the Offering, “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma Investments 2019 ICAV. Prior to the Reorganization Transactions, “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Old RPI.

We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. We fund innovation in the biopharmaceutical industry both directly and indirectly—directly when we partner with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when we acquire existing royalties from the original innovators. We acquire royalties in a variety of ways that can be tailored to the needs of our partners. We classify our acquisitions according to the following structures:

~~Third-party Royalties~~ - A royalty is the contractual right to a percentage of top-line sales from a licensee’s use of a product, technology or intellectual property. The majority of our current portfolio consists of royalties that had been previously created by other parties prior to our acquisition.

~~Synthetic / Hybrid Royalties~~ - A synthetic royalty is the contractual right to a percentage of top-line sales created by the developer and/or marketer of a therapy in exchange for funding. In many of our synthetic royalty acquisitions, we also make investments in the public equity of the company, where the main value driver of the company is the product on which we concurrently acquired a royalty.

~~R&D Funding~~ ~~- We fund R&D, typically for large biopharmaceutical companies, in exchange for future royalties and/or milestones if the product or indication we are funding is approved.~~

~~Acquisitions of Companies~~ - We acquire royalties in connection with M&A transactions, often from the buyers of biopharmaceutical companies when they dispose of the non-strategic assets of the target company following the closing of the acquisition. We also seek to partner with companies to acquire other biopharmaceutical companies that own significant royalties. We may also seek to acquire biopharmaceutical companies that have significant royalties or where we can create royalties in subsequent transactions.

RP Management, LLC (the “Manager”), a Delaware limited liability company, is an external adviser which is responsible for ~~the management of Royalty Pharma.~~our management. RP Management (Ireland) Ltd. (“RP Ireland”), is the manager of Old RPI and equivalent to the board of directors of a company or general partner of a partnership and is responsible for the day to day operations of Old RPI. Its functions can be delegated to third parties. RP Ireland delegated responsibility for investment management of Old RPI to its parent company, the Manager, in accordance with the investment objectives and policies of Old RPI.

“Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc and its subsidiaries on a consolidated basis. After the consummation of the Reorganization Transactions (defined below) and before the consummation of the IPO, “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to RPI 2019 ICAV. Prior to the Reorganization Transactions, “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Old RPI.

Reorganization Transactions

In connection with our IPO, we consummated an exchange offer on February 11, 2020 (the “Exchange Date”). Through the exchange offer, investors representing 82% of the aggregate limited partnership in the Legacy Investors Partnerships, exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in the

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Continuing Investors Partnerships. The exchange offer transaction together with (i) the concurrent incurrence of indebtedness under our new credit facility and (ii) the issuance of additional interests in Continuing Investors Partnerships to satisfy performance payments payable in respect of assets acquired prior to the date of the IPO are referred to as the “Exchange Offer Transactions.”

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As a result of the Exchange Offer Transactions, we own, through our ~~wholly-owned~~ subsidiary RPI 2019 Intermediate Finance Trust, a Delaware statutory trust (“RPI Intermediate FT”), an 82% economic interest in Old RPI. Through our 82% indirect ownership of Old RPI, we are legally entitled to 82% of the economics of Old RPI’s wholly-owned subsidiaries, RPI Finance Trust, a Delaware statutory trust (“RPIFT”) and RPI Acquisitions (Ireland), Limited (“RPI Acquisitions”), an Irish private limited company, and 66% of Royalty Pharma Collection Trust, a Delaware statutory trust (“RPCT”). The remaining 34% of RPCT is owned by the Legacy Investors Partnerships and Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”), which is wholly owned by Royalty Pharma Select, an Irish ~~Unit trust (“RPS”).~~unit trust. From the Exchange Date until the expiration of the Legacy Investors Partnerships’ investment period on June 30, 2020 (the “Legacy Date”), the Legacy Investors Partnerships were offered to participate proportionately in any investment made by Old RPI. Following the Legacy Date, Old RPI ~~has~~ ceased making new investments and each of Old RPI and the Legacy Investors Partnerships became legacy entities. Following the Legacy Date, we ~~will~~have made and plan to make new investments through our subsidiaries, ~~(together with RPI, the “RPI Group”),~~ including RPI Intermediate FT.

As part of the Exchange Offer Transactions, the Legacy Investors Partnerships and RPI Intermediate FT entered into new credit facilities in the amount of $1.3 billion and $6.0 billion, respectively, the proceeds of which were used to repay the $6.3 billion outstanding debt of RPIFT and, in the case of RPI Intermediate FT, ~~will~~were also available to be used to fund ~~future~~ investments. As part of the new credit facilities, RPI Intermediate FT repaid $5.2 billion, its pro rata portion of RPIFT’s outstanding debt and accrued interest. RPIFT also terminated all outstanding interest rate swaps in connection with the debt refinancing.

Prior to, and as a condition precedent to the closing of the IPO, various reorganization transactions became effective, including the following:

•the Exchange Offer Transactions (as described above); and

•the execution of a new management agreement with the Manager (the ~~"New Management Agreement"~~“Management Agreement”).

We refer to these transactions collectively as the “Reorganization Transactions.”

As Old RPI is our predecessor for financial reporting purposes, we have recorded Old RPI’s assets and liabilities at the carrying value reflected on Old ~~RPI's~~RPI’s balance sheet as of the Exchange Date. The references in the following notes for the periods prior to the Exchange Date refer to the financial results of Old RPI for the same periods.

~~June 2020~~ IPO

~~Our IPO was completed on~~

On June 18, 2020, ~~whereby~~we completed our IPO on the Nasdaq Global Select Market under the ticker symbol “RPRX”, in which we issued ~~89,333,920~~89,334 thousand shares of Class A ordinary shares at a price to the public of $28.00 per share, of which ~~71,652,250~~71,652 thousand and ~~17,681,670~~17,682 thousand shares were offered by the Company and selling shareholders, respectively. The number of Class A ordinary shares issued at closing included the exercise in full of the underwriters’ option to purchase 11,652,250 additional Class A ordinary shares from the Company. The Company received net proceeds of approximately $1.9 billion from the IPO after deducting underwriting discounts and commissions of approximately $86.3 million. The Class A ordinary shares began trading on the Nasdaq Global Select Market under the ticker symbol “RPRX” on June 16, 2020. We used the net proceeds from the IPO to acquire ~~the~~ RP Holdings Class A Interests ~~shortly after completion of the Offering. As~~and, as a result, we own 100% of RP Holdings Class A Interests.

~~In connection with~~Upon consummation of the IPO, ~~pursuant to agreements with the Continuing Investors Partnerships,~~ certain of the Continuing Investors agreed to exchange, ~~upon consummation of~~pursuant to the ~~IPO,~~Exchange Offer Transactions, interests in the Continuing Investors Partnerships represented by their ownership of ~~294,175,555~~294,176 thousand RP Holdings Class B Interests into an aggregate of ~~294,175,555~~294,176 thousand Class A ordinary shares of ~~the Company. Following~~Royalty Pharma plc. Upon completion of the exchange, Royalty Pharma plc indirectly ~~owns 294,175,555~~owned 294,176 thousand RP Holdings Class B Interests. The remaining investors in the Continuing Investors Partnerships who did not elect to exchange into Class A ordinary shares ~~hold 241,207,425~~held 241,207 thousand newly issued Class B ordinary shares of Royalty ~~Pharma.~~Pharma plc. As a result, the Continuing Investors Partnerships ~~hold~~held a number of our Class B ordinary shares equal to the number of RP Holdings Class B Interests indirectly held by them at such time which are exchangeable on a one-for-one basis for Class A ordinary shares of Royalty Pharma plc. Our Class B shares will not be publicly traded and holders of Class B shares only have limited rights to receive a distribution equal to their nominal value upon a liquidation, dissolution or winding up of the Company. However, the RP Holdings Class B Interests will be entitled to dividends and distributions from

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

RP Holdings. Our Class A ordinary and Class B shares will vote together as a single class on all matters submitted to a vote of shareholders, except as otherwise required by applicable law, with each share entitled to one vote.

2. Summary of Significant Accounting Policies

Basis of preparation and use of estimates

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In the opinion of management, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal and recurring adjustments. Certain information and footnote disclosures have been condensed or omitted as permitted under U.S. GAAP. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, ~~2019,~~2020, included in ~~the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended~~our Annual Report on ~~June 17, 2020 (“the Prospectus”).~~Form 10-K.

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts ~~reported in~~of assets and liabilities and the ~~unaudited condensed consolidated~~disclosure of contingent assets and liabilities at the date of the financial statements and accompanying notes. The current outbreak of the novel coronavirus, or COVID-19, could materially and adversely affect our results of operations, financial condition and cash flows. The full extent of the impact due to the COVID-19 pandemic will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the ~~economic impact. Given~~reported amounts of income, revenues and expenses during the uncertainty around the extent and timing of the potential future spread or mitigation efforts related to the current outbreak of COVID-19, the financial impact cannot be reasonably estimated at this time.reporting period. Actual results may differ from those estimates. The results for the interim periods are not necessarily indicative of results for the full year.

The precise extent to which the COVID-19 pandemic will impact our operational and financial performance will depend on various factors. To date, the pandemic has not materially impacted our financial performance and we do not believe it is reasonably likely to in the future. Due to the nature of our business, the effect of the COVID-19 pandemic may not be fully reflected in certain of our results of operations until future periods.

Basis of consolidation

The unaudited condensed consolidated financial statements include the accounts of Royalty Pharma ~~as well as its~~and all majority-owned and controlled ~~subsidiaries. We hold interests in~~subsidiaries, as well as variable interest entities, where we ~~have assessed that we~~ are ~~not~~ the primary ~~beneficiary and therefore do not~~beneficiary. We consolidate ~~these entities.~~based upon evaluation of our power, through voting rights or similar rights, to direct the activities of another entity that most significantly impact the entity’s economic performance. For consolidated entities where we own or are exposed to less than 100% of the economics, we record ~~net (income)/loss~~Net income attributable to non-controlling interest in our unaudited condensed consolidated statements of comprehensive income equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties.

Following management’s determination that a high degree of common ownership existed in ~~RPI~~Royalty Pharma both before and after the Exchange Date, ~~RPI~~Royalty Pharma recognized Old RPI’s assets and liabilities at the carrying value reflected on Old RPI’s balance sheet as of the Exchange Date.

Prior to the Exchange Offer Transactions, our only historical non-controlling interest was attributable to a de minimis interest in RPCT held by RPSFT. As a result of the Exchange Offer Transactions in February 2020, a new non-controlling interest was created related to the Legacy Investors ~~Partnerships'~~Partnerships’ ownership of approximately 18% in Old RPI.

~~As a result~~Following the consummation of ~~the~~our IPO in June 2020, 2 new non-controlling interests were created: 1)(1) a non-controlling interest related to the Continuing Investors ~~Partnerships'~~Partnerships’ ownership ~~of approximately 40%~~ in RP Holdings through their ownership of the RP Holdings Class B Interests, which amounted to approximately 30% as of June 30, 2021 and 2)(2) a non-controlling interest ~~attributable~~related to RPI EPA Holdings, LP (“EPA Holdings”), an affiliate of the Manager through its ownership of the RP Holdings’ Class C ordinary share (the “RP Holdings Class C Special ~~Interest held by EPA Holdings, an affiliate of the Manager.~~Interest”). Income will not be allocated to the latter non-controlling interest until certain conditions are met, which we do not expect to occur for several years.

All intercompany transactions and balances have been eliminated in consolidation.

Adjustment to prior period presentation

In connection with the preparation of our condensed consolidated interim financial statements for the three months ended September 30, 2020, we identified an adjustment to the classification of our short-term investments on our consolidated balance sheet, as of December 31, 2019 based on the original maturity dates of the investments. The adjustments resulted in an increase of $66.7 million and a decrease of $17.7 million in cash activity related to Purchases of marketable securities and Proceeds from sales and maturities of marketable securities, respectively, within Net cash used in investing activities for the six months ended June 30, 2020, with a net impact on net cash flow from investing of $84.4 million. We evaluated the adjustment and determined that, based on our quantitative and qualitative analysis, it was not material to the condensed consolidated financial statements as of and for the six months ended June 30, 2020.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation.

Concentrations of credit risk

Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, financial royalty assets ~~receivables,~~ and ~~derivatives.~~receivables. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds are needed for operations. Our cash and cash equivalents and marketable securities balances atas of June 30, ~~2020~~2021 and

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

December 31, ~~2019~~2020 were held with State Street ~~Bank and Trust, Deutsche Bank, Merrill Lynch, Pierce, Fenner & Smith,~~ and Bank of ~~America, N.A.~~America. Our primary operating accounts significantly exceed the ~~FDIC~~Federal Deposit Insurance Corporation limits.

The majority of our financial royalty assets and receivables arise from contractual royalty agreements that entitle ~~the Company~~us to royalties on the sales of underlying biopharmaceutical products in the United States, Europe and the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The ~~marketers paying us royalties on these products do not always provide, and are not necessarily required to provide, the breakdown of product sales by geography. The~~ products in which we hold royalties are marketed by leading industry participants, including, among others, ~~Abbott,~~ AbbVie, Amgen, Bristol-Myers Squibb, ~~Celgene,~~ Gilead, ~~Sciences,~~ Johnson & Johnson, Lilly, Merck, ~~& Co.,~~ Pfizer, Novartis, ~~Biogen-Idec,~~Biogen, Roche/Genentech and Vertex. As of June 30, 2021 and December 31, 2020, Vertex was the marketer and payor making up the largest balance of our current portion of Financial royalty assets, net, accounting for 29% and 27%, respectively, as the marketer and payor of our royalties on the cystic fibrosis ~~franchise products, accounted for 27%~~franchise.

We monitor the financial performance and ~~17%~~creditworthiness of the counterparties to our ~~current portion~~royalty agreements so that we can properly assess and respond to changes in their credit profile. To date, we have not experienced any significant losses with respect to the collection of ~~Financial~~income or revenue on our royalty ~~assetsas of June 30, 2020 and December 31, 2019, respectively.~~assets.

Recently adopted and issued accounting standards

Upon the January 1, 2020 adoption of ASU 2016-13,, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), we recorded a cumulative adjustment to Retained earnings of $192.7 million to recognize an allowance for current expected credit losses on the portion of our portfolio of financial royalty assets that is subject to credit risk. Refer to Note 7–Cumulative Allowance for Changes in Expected Cash Flows from Financial Royalty Assets for additional discussion.

Significant Accounting Policies

There have been no material changes to ~~the Company’s~~our significant accounting policies ~~described~~ infrom our ~~2019 audited consolidated financial statements included~~ inAnnual Report on Form 10-K for the ~~Prospectus that have had a material impact on the Company’s unaudited condensed consolidated financial statements and related notes, other than those noted below.~~year ended December 31, 2020.

~~Allowance for current expected credit losses~~

As a result of adopting ASU 2016-13, we now recognize an allowance for current expected credit losses on the portion of our portfolio of financial royalty assets that is subject to credit risk. The credit loss allowance is estimated using the probability of default and loss given default methods. The credit rating, which is primarily based on publicly available data and updated on a quarterly basis, is the primary credit quality indicator used to determine the probability of default of the marketers responsible for paying our royalties and resulting loss given default. Current expected credit loss allowance is presented net within the non-current portion of Financial royalty assets, net on the condensed consolidated balance sheets. Any subsequent movement in the allowance for credit losses is recorded as part of the Provision for changes in expected future cash flows from financial royalty assets on the condensed consolidated statements of comprehensive income.

~~Refer to Note 7 for further information.~~

~~Earnings per share~~

Basic earnings per share (“EPS”) is computed by dividing net income attributable to Royalty Pharma plc by the weighted average number of Class A ordinary shares outstanding during the period. Diluted EPS is computed by dividing net income attributable to Royalty Pharma plc, including the impact of potentially dilutive securities, by the weighted average number of Class A ordinary shares outstanding during the period, including the number of Class A ordinary shares that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include the outstanding Class B ordinary shares and restricted stock units (“RSU”) issued under our 2020 Independent Director Equity Incentive Plan. We use the “if-converted” method to determine the potentially dilutive effect of Class B ordinary shares, and the treasury stock method to determine the potentially dilutive effect of the unvested RSUs.

~~There were no shares of Class A or Class B ordinary shares outstanding prior to June 16, 2020; therefore, no earnings per share information has been presented for any period prior to that date.~~

~~3. Fair Value Measurements and Financial Instruments~~

~~Fair value measurements~~

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

3. Available for Sale Debt Securities

Series A Biohaven Preferred Shares

On April 5, 2019, RPIFT funded the purchase of 2,495 Series A Biohaven Preferred Shares from Biohaven Pharmaceutical Holding Company Ltd. (“Biohaven”) at a price of $50,100.00 per preferred share, for a total of $125.0 million (the “First Tranche”). The ~~summary below presents information about our assets~~approval of Nurtec ODT (rimegepant) by the U.S. Food and ~~liabilities that are measured at fair value~~Drug Administration (“FDA”) in February 2020 results in a payment due to us of two times the original purchase price of the Series A Biohaven Preferred Shares payable in equal quarterly installments beginning on ~~a recurring basis as of June 30, 2020 and~~March 31, 2021 through December 31, ~~2019, and~~2024. In the ~~valuation techniques~~three months ended March 31, 2021, we ~~utilized~~began receiving payment from the quarterly redemption of the Series A Biohaven Preferred Shares. If Biohaven effects any change of control event, then we will have the option to ~~determine~~cause Biohaven to redeem, in a single payment, any outstanding Series A Biohaven Preferred Shares at a price equal to two times the original purchase price of the Series A Biohaven Preferred Shares. Biohaven may redeem at their election, any outstanding Series A Biohaven Preferred Shares, in a single payment, at a price equal to two times the original purchase price. In the event that Biohaven defaults on any obligation to redeem Series A Biohaven Preferred Shares when required, the redemption amount shall accrue interest at the rate of 18% annually until the redemption price for such ~~fair value.~~unredeemed Series A Biohaven Preferred Shares is paid in full, subject to applicable law. If any such default continues for at least one year, we will be entitled to convert all unredeemed Series A Biohaven Preferred Shares into common shares equal to the redemption price, plus accrued interest, divided by the five-day volume-weighted trading price immediately preceding the conversion date.

•The Series A Biohaven Preferred Shares are classified as ~~Level 1: Unadjusted quoted prices~~Available for sale debt securities in ~~active markets that are accessible at~~our condensed consolidated balance sheets. The unrealized change in the ~~measurement date for identical, unrestricted assets or liabilities. Our level 1 assets consist~~fair value of ~~equity securities with readily determinable fair values and money market funds.~~

•the Series A Biohaven Preferred Shares is recorded in other comprehensive income within Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. Our level 2 assets generally include marketable securities, warrants, derivatives,Unrealized gain on available for sale debt securities ~~and our interest rate swap contracts, which may be in an asset or liability position.~~

•~~Level 3: Prices or valuation that requires inputs that are both significant to~~on the ~~fair value measurement and unobservable. Our level 3 assets historically consisted~~condensed consolidated statements of ~~our investment in the Biohaven Preferred Shares. See Note 5 for a description of our investment in the Biohaven Preferred Shares.~~comprehensive income.

~~For financial instruments which are carried~~Series B Biohaven Preferred Shares

On August 7, 2020 we entered into a Series B Biohaven Preferred Share Purchase Agreement (“Series B Biohaven Preferred Share Agreement”) with Biohaven where we committed to acquire 3,992 shares of Series B Biohaven Preferred Shares at ~~fair value,~~a price of $50,100 per preferred share (the “Commercial Launch Preferred Equity”), for a total of $200 million payable on a quarterly basis between March 31, 2021 and December 31, 2024. Our commitment to purchase the ~~level~~Series B Biohaven Preferred Shares is recognized as the Series B Forwards. In return, Biohaven will be required to redeem the Series B Biohaven Preferred Shares in a series of equal fixed quarterly payments between March 31, 2025 and December 31, 2030 at a price equal to approximately 1.8 times the original purchase price of the Series B Biohaven Preferred Shares. If Biohaven effects any change of control event, then we will have the option to cause Biohaven to issue to us all unissued Series B Biohaven Preferred Shares and to redeem, in a single payment, any outstanding Series B Biohaven Preferred Shares at a price equal to approximately 1.8 times the Series B original issue price per share. Biohaven may redeem at their election, any outstanding Series B Biohaven Preferred Shares, in a single payment, at a price equal to approximately 1.8 times the Series B original issue price. In the event that Biohaven defaults on any obligation to redeem Series B Biohaven Preferred Shares, the redemption amount shall accrue interest on the applicable original issue price at the rate of 18% annually until the redemption price for such unredeemed Series B Biohaven Preferred Shares is paid in full, subject to applicable law. If any such default continues for at least one year, we will be entitled to convert any or all unredeemed Series B Biohaven Preferred Shares into common shares equal to the redemption price, plus accrued interest, divided by the five-day volume-weighted trading price immediately preceding the conversion date.

In the three months ended March 31, 2021, we began purchasing the Series B Biohaven Preferred Shares. As of June 30, 2021, we have acquired 702 shares of Series B Biohaven Preferred Shares. We have elected the fair value ~~hierarchy is based on~~option to account for the ~~lowest level of inputs that is significant to~~Series B Forwards and the ~~fair value measurement in its entirety.~~

~~Fair value hierarchy~~

~~The following is a summary of the inputs used to value our financial assets and liabilities measured at fair value as of June 30, 2020 and December 31, 2019:~~

As of June 30, 2020
Level 1 Level 2 Level 3 Total
(in thousands)
Assets:
Cash equivalents
Money market funds $ 143,859 $ — $ — $ 143,859
Commercial paper — 107,889 — 107,889
Certificates of deposit — 14,010 — 14,010
Marketable securities
U.S. government securities — 42,994 — 42,994
Corporate debt securities — 38,698 — 38,698
Certificates of deposit — 261,987 — 261,987
Available for sale debt securities — 28,500 — 28,500
Total current assets $ 143,859 $ 494,078 $ — $ 637,937
Equity securities 477,185 — — 477,185
Available for sale debt securities — 162,454 — 162,454
Warrants (1) — 14,717 — 14,717
Total non-current assets $ 477,185 $ 177,171 $ — $ 654,356

~~(1)Related to Epizyme transaction as described in Note 4 and~~Series B Biohaven Preferred Shares, which are recorded in ~~the non-current asset portion of~~ ~~Derivative financial instruments~~ inaggregate on the condensed consolidated balance ~~sheet~~sheets as Available for sale debt securities. We believe the fair value option most accurately reflects the nature of ~~June 30, 2020.~~these instruments. The unrealized change in fair value of the Series B Biohaven Preferred Shares and Series B Forwards is recorded in earnings within Unrealized gain on available for sale debt securities on the condensed consolidated statements of comprehensive income.

1011

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

As of December 31, 2019
Level 1 Level 2 Level 3 Total
(in thousands)
Assets:
Cash equivalents
Money market funds $ 222,296 $ — $ — $ 222,296
Commercial paper — 21,502 — 21,502
Certificates of deposit — 20,011 — 20,011
Marketable securities
U.S. government securities — 12,877 — 12,877
Certificates of deposit — 44,095 — 44,095
Total current assets $ 222,296 $ 98,485 $ — $ 320,781
Equity securities 380,756 — — 380,756
Available for sale debt securities — — 131,280 131,280
Warrants (1) — 30,815 — 30,815
Forward purchase contract (1) — 11,500 — 11,500
Total non-current assets $ 380,756 $ 42,315 $ 131,280 $ 554,351
Liabilities:
Interest rate swaps — (9,215) — (9,215)
Total current liabilities $ — $ (9,215) $ — $ (9,215)
Interest rate swaps — (18,902) — (18,902)
Total non-current liabilities $ — $ (18,902) $ — $ (18,902)
MorphoSys Development Funding Bonds

~~(1)~~

On June 2, 2021, we announced a long-term strategic funding partnership with MorphoSys AG (“MorphoSys”) to support MorphoSys’ acquisition of Constellation Pharmaceuticals, Inc. (“Constellation”), which closed on July 15, 2021. As part of the funding agreement, we agreed to provide MorphoSys up to $350 million of capital (the “Development Funding Bonds”), which MorphoSys may draw over a one-year period from the close of its acquisition of Constellation. MorphoSys is required to draw a minimum of $150 million. Our commitment to fund at least $150 million of the Development Funding Bonds is recognized as the Development Funding Bond Forward. We expect to receive a return of 2.2 times the amount funded on the Development Funding Bonds payable on a quarterly basis over nine years, with the first payment beginning two years after the funding.

We have elected the fair value option to account for the Development Funding Bond Forward as it most accurately reflects the nature of the instrument. The Development Funding Bond Forward is recorded within ~~Related to Epizyme warrants and put option as described~~Available for sale debt securities in ~~Note 4 and~~our condensed consolidated balance sheet. The unrealized change in fair value of the Development Funding Bond Forward is recorded in ~~the non-current asset portion of~~earnings within ~~Derivative financial instruments~~Unrealized gain on available for sale debt securities inon the condensed consolidated ~~balance sheet as~~statements of ~~December 31, 2019.~~comprehensive income.

The table ~~presented~~ below summarizes the change in the carrying value of level 3 financial instruments, which related entirely to the investment in Biohaven Preferred Shares (discussed below) for the three and six months ended June 30, 2020 and 2019.


	~~For the three months ended~~
	~~June 30, 2020~~		~~June 30, 2019~~
	~~(in thousands)~~
~~Available for sale debt securities~~
~~Balance at the beginning of the period~~	$	—	$	—
~~Purchases~~	—		~~125,121~~
~~Change in unrealized movement~~	—		~~2,939~~


~~Balance at the end of the period~~	$	—	$	~~128,060~~

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

For the six months ended
June 30, 2020 June 30, 2019
(in thousands)
Available for sale debt securities
Balance at the beginning of the period $ 131,280 $ —
Purchases — 125,121
Change in unrealized movement 52,725 2,939
Transfer to level 2 (184,005) —
Balance at the end of the period $ — $ 128,060

~~Valuation inputs~~

~~Below is a discussion of the valuation inputs used for financial instruments classified as level 2 and level 3 measurements in the fair value hierarchy.~~

~~Investment in Biohaven Preferred Shares~~

The fair value of the Biohaven Preferred Shares at June 30, 2020 was based on the defined cash flow from the achievement of certain contractual terms, namely the February 2020 approval by the United States Food and Drug Administration (“FDA”) of Nurtec ODT (rimegepant), which resulted in a payment due to Royalty Pharma of two times (2x) the original purchase price of the Series A Preferred Shares payable in equal quarterly installments following FDA approval and starting one-year after FDA approval, through December 31, 2024. The fixed payment amount of $250.0 million results in nominal quarterly payments of $15.6 million over this period. Using Biohaven's weighted average cost of capital of 11.1% obtained from a publiclyour available ~~third party source, management arrived at a fair value of $191.0 million at June 30, 2020 for the Biohaven Preferred Shares, which are recorded as Available~~ for sale debt securities ~~(see Note 5) and classified as a level 2 measurement at this date for the reasons noted above.~~

The fair value of the Biohaven Preferred Shares at December 31, 2019 was determined based on significant inputs that were not observable in the market, referred to as level 3 inputs. The valuation was performed using a Black-Derman-Troy (“BDT”) lattice model, which takes into account the purchase terms and various probability-weighted redemption and payback scenarios that impact the return on investment. Key inputs to the BDT model included, most notably, the probability (1) of Biohaven’s pipeline product, rimegepant, being approved by the FDA by specific dates, (2) of a Change of Control event by specific dates, and (3) that Biohaven will elect to redeem the Preferred Shares for a lump sum payment as opposed to payback over time. Probabilities for the above considerations were developed by our Research team, who have significant healthcare and finance expertise to make such assessments. The most critical assumption that impacted the valuation of our Biohaven Preferred Shares at December 31, 2019 was the probability that rimegepant would be approved by the FDA. If the probability that such FDA approval occurs were reduced by 20%, the value of our Biohaven Preferred Shares would not change materially at December 31, 2019.

~~Assumptions used in the valuation model as of December 31, 2019 included the following significant unobservable inputs:~~

•~~Change of Control probability on a quarterly basis (0%)~~

•~~Likelihood of FDA approval (0%-86%)~~

•~~Likelihood of FDA approval at the end of any given quarter by December 31, 2024 (Range: 0%-59%).~~

~~Other financial instruments~~

We use a third party pricing service for level 2 inputs used to value cash equivalents and short term investments, which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. Warrants are valued using a Black-Scholes option pricing model which considers observable and unobservable inputs. Level 2 derivative instruments are typically valued using counterparty confirmations, LIBOR yield curves and credit valuation adjustments.

~~Financial assets not measured~~recorded at fair value

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

product sales for all royalty bearing products as estimated by sell-side equity research analysts. These projected future royalty payments by asset are then discounted to a present value using appropriate individual discount rates. The fair value of our financial royalty assets is classified as level 3 within the fair value hierarchy since it is determined based upon inputs that are both significant and unobservable. Estimated fair values based on level 3 inputs and related carrying values for the non-current portion of our financial royalty assets as of June 30, ~~2020~~2021 and December 31, ~~2019 are presented below.~~2020 (in thousands):

(in thousands) June 30, 2020 December 31, 2019
Fair value Carrying value, net Fair value Carrying value, net
Financial royalty assets, net $ 17,024,285 $ 11,169,857 $ 16,501,819 $ 10,842,052


	Cost (1)		Unrealized gains		Fair Value		Current Assets		Non-Current Assets		Total
As of June 30, 2021
Series A Biohaven Preferred Shares	$	143,211	$	51,089	$	194,300	$	68,702	$	125,598	$	194,300
Series B Biohaven Preferred Shares	35,170		10,930		46,100		0		46,100		46,100
Series B Forwards	0		21,500		21,500		0		21,500		21,500
Development Funding Bond Forward	0		9,300		9,300		0		9,300		9,300
Total available for sale debt securities	$	178,381	$	92,819	$	271,200	$	68,702	$	202,498	$	271,200

As of December 31, 2020
Series A Biohaven Preferred Shares	$	145,647	$	68,753	$	214,400	$	69,984	$	144,416	$	214,400
Series B Forwards	0		18,600		18,600		0		18,600		18,600
Total available for sale debt securities	$	145,647	$	87,353	$	233,000	$	69,984	$	163,016	$	233,000

(1) Cost for Series A Biohaven Preferred Shares represents amortized cost. Cost for Series B Biohaven Preferred Shares represents the amounts paid to purchase the instruments. There were no costs associated with the Series B Forwards and Development Funding Bond Forward.

4. Derivative Instruments

We have historically managed the impact of foreign currency exchange rate and interest rate risk through various financial instruments, including derivative instruments such as treasury rate lock contracts, interest rate swap contracts and foreign currency forward contracts. Our policy is to use derivatives strategically to hedge existing and future interest rate exposure and to minimize volatility in cash flow arising from our exposure to interest rate risk and foreign currency risk. We may also acquire other financial instruments that are classified as derivatives. We do not enter into derivative instruments for trading or speculative purposes.

Treasury rate lock contracts

In June 2021, we entered into treasury rate lock contracts with notional amounts totaling $600.0 million to manage the impact of fluctuations in the underlying benchmark interest rate associated with the 2021 Notes issuance (as further discussed in Note 11–Borrowings and Note 18–Subsequent Events). The treasury rate lock contracts were not designated as hedge instruments. The treasury rate lock contracts were recognized by individual counterparty at a fair value of $0.6 million within Other current assets and $1.6 million within Other current liabilities on the condensed consolidated balance sheet as of June 30, 2021.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Under our International Swaps and Derivatives Association (“ISDA”) agreements, we have the right of setoff on the fair value of derivative instruments in a gain position and those in a loss position with the same counterparty. We have elected to offset such derivative instrument fair values by counterparty in the condensed consolidated balance sheets.

All of the treasury rate lock contracts had collateral requirements. We elected not to offset fair value amounts of any outstanding derivatives against the related cash collateral receivable or payable. As of June 30, 2021, we had a receivable of $0.6 million in cash collateral previously posted to counterparties and an obligation to return $2.7 million in cash collateral to counterparties that were recorded in Other current assets and Other current liabilities on the condensed consolidated balance sheet, respectively.

The treasury rate lock contracts were unwound and settled in connection with the 2021 Notes issuance (as further discussed in Note 11–Borrowings and Note 18–Subsequent Events) and the resulting net loss was recognized in earnings in the same period. We paid $16.1 million in July 2021 to terminate our treasury rate lock contracts.

Interest rate swaps

As of June 30, ~~2020,~~2021, we do not hold any interest rate swap contracts. In connection with the Exchange Offer Transactions described in Note 1,1–Organization and Purpose, RPIFT terminated all outstanding interest rate swaps in February 2020. We paid $35.4 million to terminate our swaps and reclaimed $45.3 million of collateral that was held by the respective counterparties.

As of December 31, 2019, RPIFT held interest rate swap contracts to effectively convert a portion of its floating-rate debt to a fixed basis. The notional values and fixed rates payable on the swap contracts are shown in the table below.

Notional Value
(in millions) Fixed Rate Maturity Date
$600 2.019 % November 9, 2020
$250 2.094 % March 27, 2023
$500 2.029 % March 27, 2023
$250 2.113 % March 27, 2023
$500 2.129 % March 27, 2023

We dodid not apply hedge accounting and ~~recognize all movement~~recognized change in fair value through earnings. ~~All outstanding interest rate swaps were terminated in February 2020; therefore, there were 0 related unrealized gains or losses during the three months ended June 30, 2020.~~ During the three ~~months ended June 30, 2019 we recorded in earnings unrealized losses of $39.4 million on interest rate swaps in the condensed consolidated statements of comprehensive income. During the~~and six months ended June 30, 2020, ~~and 2019~~ we recorded ~~in earnings~~ unrealized losses of $10.9 million ~~and $65.3 million, respectively,~~ on interest rate swaps in the condensed consolidated statements of comprehensive income.

The fair value of the swaps at December 31, 2019 was a net liability of $28.1 million (a current liability of $9.2 million and a non-current liability of $18.9 million) and included within Derivative financial instruments on the condensed consolidated balance sheets.

RPIFT had master International Swaps and Derivatives Association (“ISDA”) agreements in place with its derivative instrument counterparties which provide for final close out netting with counterparties for all positions in the case of default or termination of the ISDA agreement. Under these agreements, RPIFT has set-off rights with the same counterparty but elected not to offset such derivative instrument fair values in the condensed consolidated balance sheets.

RPIFT generally had executed a Credit Support Annex (“CSA”) under the ISDA it maintains with each of its over-the-counter (“OTC”) derivative counterparties that requires both posting and accepting collateral either in the form of cash or high-quality securities. These CSAs are bilateral agreements that require collateral postings by the party “out-of-the-money” or in a net derivative liability position. Various thresholds for the amount and timing of collateralization of net liability positions are

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

applicable. RPIFT elected not to offset fair value amounts of any outstanding derivatives against the fair value amounts recognized for the related cash collateral receivable or payable that arise from those derivative instruments on the condensed consolidated balance sheets.

Only the swaps maturing in 2023 had collateral requirements. At December 31, 2019, RPIFT had a receivable of $45.6 million in cash collateral previously posted to trade counterparties, which was recorded in Other assetson the condensed consolidated balance sheets. At December 31, 2019, RPIFT did not have the obligation to return any cash collateral to counterparties, as it did not hold any cash collateral at that date.

Epizyme put option and warrant

In November 2019, RPIFT made an equity investment in Epizyme Inc. (“Epizyme”) of $100.0 million. Under the terms of its agreement with Epizyme, RPIFT made an upfront payment of $100.0 million for (1) shares of Epizyme common stock, (2) a warrant to purchase an additional 2.5 million shares of Epizyme common stock at $20 per share over a ~~three-year~~three-year term, and (3) Epizyme’s royalty on sales of Tazemetostat in Japan payable by Eisai Co., Ltd (“Eisai”). In addition, Epizyme had an 18 month put option to sell an additional $50.0 million of its common stock to RPIFT at then prevailing prices, not to exceed $20 per ~~share.~~

share, which Epizyme notified the Company of its intention to exercise the put option on December 31, 2019. As a result, we recorded a forward purchase contract equal to the difference between the market value and exercise price of $11.5 million in the non-current asset portion of Derivative financial instruments on the consolidated balance sheet at December 31, 2019. The exercise of the put option was settledexercised in February 2020.

The warrant was recognized at fair value of ~~$14.7~~$1.9 million and ~~$30.8~~$5.4 million within the ~~non-current asset portion of Derivative financial instruments~~Other Assets on the condensed consolidated balance ~~sheet at~~sheets as of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. We recorded an unrealized loss on derivative financial instruments of $0.9 million and $3.5 million related to the change in the fair value of the warrant on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2021, respectively. We recorded an unrealized gain on derivative ~~contracts~~financial instruments of $0.6 million and an unrealized loss on derivative ~~contracts~~financial instruments of $16.1 million related to the change in the fair value of the warrant on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2020, respectively.

~~Biohaven written put option~~

We determined there was a derivative associated with the Second Tranche of the Biohaven Preferred Share Agreement that was entered into in April 2019. The derivative related to Biohaven’s option, exercisable within 12 months from when the NDA for Nurtec ODT was accepted by the FDA for Priority Review, to require Royalty Pharma to purchase up to an additional $75.0 million of Preferred Shares (the “Second Tranche”) at the same price and on the same terms as the First Tranche, in one or more transactions of no less than $25.0 million. As of June 30, 2020 and December 31, 2019, management determined that the value of the Second Tranche written put option was immaterial, and therefore no liability has been recognized on the condensed consolidated balance sheets at this time. See Note 5 for a description of our investment in the Biohaven Preferred Shares.

Summary of derivatives and reclassifications

The tables below summarize the change in the fair value of ~~the~~ derivatives for the three and six months ended June 30, ~~2020~~2021 and ~~2019,~~2020 and the line items within the condensed consolidated statements of comprehensive income where the ~~gains/(losses)~~losses/(gains) on ~~these~~ derivatives are ~~recorded.~~recorded (in thousands).


	For the three months ended June 30,				Condensed Consolidated Statements of Comprehensive Income location
	2021		2020






Derivatives not designated as hedging instruments




Warrant:
Change in fair value of warrant	$	941	$	(647)	Loss/(gain) on derivative financial instruments



Treasury rate lock contracts:
Change in fair value of treasury rate lock contracts	968		0		Loss/(gain) on derivative financial instruments

1413

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

~~For the three months ended~~

~~Condensed Consolidated Statement of Comprehensive Income location~~

~~June 30, 2020~~

~~June 30, 2019~~

~~Derivatives in hedging relationships (1)~~

~~(in thousands)~~

~~Interest Rate Swaps:~~

~~Amount of loss reclassified from AOCI into income~~

—

~~(1,602)~~

~~Unrealized gain/loss on derivative contracts~~

~~Change in fair value of interest rate swaps~~

—

~~(8,011)~~

~~Unrealized gain/loss on derivative contracts~~

~~Interest income~~

—

~~3,115~~

~~Interest expense~~

~~Derivatives not designated as hedging instruments~~

~~Interest Rate Swaps:~~

~~Change in fair value of interest rate swaps~~

—

~~(29,801)~~

~~Unrealized gain/loss on derivative contracts~~

~~Interest income~~

—

~~1,479~~

~~Interest expense~~

~~Warrant:~~

~~Change in fair value of warrant~~

~~647~~

—

~~Unrealized gain/loss on derivative contracts~~


	For the six months ended June 30,				Condensed Consolidated Statements of Comprehensive Income location
	2021		2020
Derivatives in hedging relationships (1)
Interest Rate Swaps:
Amount of loss reclassified from Accumulated Other Comprehensive Income into income	$	0	$	4,066	Loss/(gain) on derivative financial instruments
Change in fair value of interest rate swaps	0		(73)		Loss/(gain) on derivative financial instruments
Interest expense	0		114		Interest expense

Derivatives not designated as hedging instruments
Interest Rate Swaps:
Change in fair value of interest rate swaps	0		6,908		Loss/(gain) on derivative financial instruments
Interest expense	0		408		Interest expense

Warrant:
Change in fair value of warrant	3,496		16,097		Loss/(gain) on derivative financial instruments

Forward purchase contract:
Change in fair value of forward purchase contract	0		5,800		Loss/(gain) on derivative financial instruments
Treasury rate lock contracts:
Change in fair value of treasury rate lock contracts	968		0		Loss/(gain) on derivative financial instruments

For the six months ended Condensed Consolidated Statement of Comprehensive Income location
June 30, 2020 June 30, 2019
Derivatives in hedging relationships (1) (in thousands)
Interest Rate Swaps:
Amount of loss reclassified from AOCI into income $ (4,066) $ (3,189) Unrealized gain/loss on derivative contracts
Change in fair value of interest rate swaps 73 (14,307) Unrealized gain/loss on derivative contracts
Interest (expense)/income (114) 6,888 Interest expense
Derivatives not designated as hedging instruments
Interest Rate Swaps:
Change in fair value of interest rate swaps (6,908) (47,758) Unrealized gain/loss on derivative contracts
Interest (expense)/income (408) 3,032 Interest expense
Warrant:
Change in fair value of warrant (16,097) — Unrealized gain/loss on derivative contracts
Forward purchase contract:
Change in fair value of forward purchase contract (5,800) — Unrealized gain/loss on derivative contracts

⁽¹⁾Certain ~~older~~ interest rate swaps were previously designated as cash flow hedges. These swaps became ineffective as debt refinancings occurred between 2013 and 2016. As a result of the termination of interest rate swaps in February 2020, all amounts associated with interest rate swaps previously designated as cash flow hedges and recorded in ~~AOCI~~Accumulated other comprehensive income have been released into earnings.

5. Fair Value Measurements and Financial Instruments

Fair value measurements

The summary below presents information about our assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020, and the valuation techniques we utilized to determine such fair value.

•Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Our Level 1 assets consist of equity securities with readily determinable fair values and money market funds.

•Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. Our Level 2 assets generally include marketable securities, warrants, derivatives, treasury rate lock contracts, and, historically, our interest rate swap contracts.

•Level 3: Prices or valuation that require inputs that are both significant to the fair value measurement and unobservable. Our Level 3 assets consist of our investments in the Series A Biohaven Preferred Shares, Series B Biohaven Preferred Shares, the Series B Forwards and the Development Funding Bond Forward. See Note 3–Available for Sale Debt Securities for a description of these investments.

~~A summary of our available for sale debt securities recorded~~For financial instruments which are carried at fair value, ~~is shown below as of June 30, 2020 and December 31, 2019:~~

Cost Unrealized gains Fair Value (1)
As of June 30, 2020 (in thousands)
Biohaven preferred shares $ 125,121 $ 65,833 $ 190,954
Total available for sale debt securities $ 125,121 $ 65,833 $ 190,954
As of December 31, 2019
Biohaven preferred shares $ 125,121 $ 6,159 $ 131,280
Total available for sale debt securities $ 125,121 $ 6,159 $ 131,280

~~(1)As of June 30, 2020, $28.5 million and $162.5 million are recorded as~~ the ~~current and non-current asset portion of~~ ~~Available for sale debt securities, respectively,~~level in the ~~condensed consolidated balance sheet. The entire balance~~fair value hierarchy is based on the lowest level of inputs that is significant to the ~~Biohaven Preferred Shares was recorded as a non-current asset as of December 31, 2019.~~fair value measurement in its entirety.

1514

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

Fair value hierarchy

The following is a summary of the inputs used to value our financial assets and liabilities measured at fair value as of June 30, 2021 and December 31, 2020 (in thousands):


	As of June 30, 2021
	Level 1		Level 2		Level 3		Total

Assets:

Cash equivalents
Money market funds	$	510,092	$	0	$	0	$	510,092

Certificates of deposit	0		10,001		0		10,001
Marketable securities

Commercial paper	0		165,658		0		165,658
Certificates of deposit	0		677,027		0		677,027
Available for sale debt securities	0		0		68,702		68,702
Treasury rate lock contracts (1)	0		616		0		616
Total current assets	$	510,092	$	853,302	$	68,702	$	1,432,096

Equity securities	$	184,042	$	0	$	0	$	184,042
Available for sale debt securities	0		0		171,698		171,698
Forwards (2)	0		0		30,800		30,800
Warrant (3)	0		1,944		0		1,944
Total non-current assets	$	184,042	$	1,944	$	202,498	$	388,484

Liabilities:
Treasury rate lock contracts (1)	0		1,584		0		1,584
Total current liabilities	$	0	$	1,584	$	0	$	1,584

(1)The treasury rate lock contracts are recorded by counterparty within Other current assets and Other current liabilities in the condensed consolidated balance sheet as of June 30, 2021, respectively. See Note 4–Derivative Instruments for additional discussion.

(2)The Series B Forwards and the Development Funding Bond Forward, recorded within Available for sale debt securities ~~(Biohaven~~ in the condensed consolidated balance sheet as of June 30, 2021, relate to our obligation to fund the acquisition of the Series B Biohaven Preferred ~~Shares)~~Shares and $150 million of the Morphosys Development Funding Bonds, respectively. See Note 3–Available for Sale Debt Securities for additional discussion.

~~On April 5, 2019, RPIFT funded~~(3)Related to the ~~purchase~~Epizyme transaction as described in Note 4–Derivative Instruments and recorded in Other assets in the condensed consolidated balance sheet as of ~~2,495~~June 30, 2021.

For the three and six months ended June 30, 2021, we recognized an unrealized gain of $28.3 million and unrealized loss of $10.7 million on equity securities still held as of June 30, 2021, respectively. For the three and six months ended June 30, 2020, we recognized an unrealized gain of $48.5 million and an unrealized loss of $57.5 million on equity securities still held as of June 30, 2021, respectively.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	As of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:

Cash equivalents
Money market funds	$	24,302	$	0	$	0	$	24,302
Commercial paper	0		77,176		0		77,176
Certificates of deposit	0		74,502		0		74,502
Marketable securities
Corporate debt securities	0		32,754		0		32,754
Commercial paper	0		444,554		0		444,554
Certificates of deposit	0		505,971		0		505,971
Available for sale debt securities	0		0		69,984		69,984
Total current assets	$	24,302	$	1,134,957	$	69,984	$	1,229,243

Equity securities (1)	$	298,689	$	0	$	0	$	298,689
Available for sale debt securities	0		0		144,416		144,416
Forwards (2)	0		0		18,600		18,600
Warrant (3)	0		5,439		0		5,439
Total non-current assets	$	298,689	$	5,439	$	163,016	$	467,144

(1)Upon Gilead’s acquisition of Immunomedics in October 2020, our investment in Immunomedics common stock was redeemed, resulting in a gain of $292.3 million recognized within (Gain)/loss on equity securities in the year ended December 31, 2020.

(2)The Series B Forwards, recorded within Available for sale debt securities in the condensed consolidated balance sheet as of December 31, 2020, relate to our obligation to fund the acquisition of the Series B Biohaven Preferred Shares.

(3)Related to the Epizyme transaction as described in Note 4–Derivative Instruments and recorded in Other assets in the condensed consolidated balance sheet as of December 31, 2020.

The tables presented below summarize the change in the combined carrying value (current and non-current) of Level 3 financial instruments, which relate to available for sale debt securitiesand forwards (in thousands).


	For the three months ended June 30,				For the six months ended June 30,
	2021		2020		2021		2020
Debt Securities
Balance at the beginning of the period	$	226,800	$	0	$	214,400	$	131,280
Purchases	17,585		0		35,170		0
Unrealized gains on available for sale debt securities (1)	6,525		0		11,650		52,725
Settlement of forwards (2)	5,115		0		10,430		0
Transfer to Level 2	0		0		0		(184,005)

Redemption	(15,625)		0		(31,250)		0
Balance at the end of the period	$	240,400	$	0	$	240,400	$	0

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	For the three months ended June 30,				For the six months ended June 30,
	2021		2020		2021		2020
Forwards
Balance at the beginning of the period	$	22,400	$	0	$	18,600	$	0

Unrealized gains included in earnings (3)	13,515		0		22,630		0
Settlement of forwards (2)	(5,115)		0		(10,430)		0
Balance at the end of the period	$	30,800	$	0	$	30,800	$	0

(1) The unrealized change in the fair value of the Series A Biohaven Preferred Shares ~~from~~is recorded in other comprehensive income within Unrealized gain on available for sale debt securities while the unrealized change in the fair value of the Series B Biohaven ~~Pharmaceutical Holding Company Ltd (“Biohaven”) at a price~~Preferred Shares is recorded in earnings within Unrealized gain on available for sale debt securities on the condensed consolidated statements of ~~$50,100.00 per preferred share, for a total of $125.0 million, pursuant~~comprehensive income.

(2) Reflects the fair value attributed to the ~~Preferred Share Agreement. Pursuant to the Preferred Share Agreement, Biohaven may issue and sell to RPIFT, and RPIFT will purchase from Biohaven, the Second Tranche of up to $75.0 million~~Series B Forwards that were settled in the ~~aggregate (and no less than $25.0 million at each additional closing)~~period as the Series B Biohaven Preferred Shares were acquired, which is included in the fair value of ~~additional~~the Series B Biohaven Preferred Shares. See Note 3–Available for Sale Debt Securities.

(3) Recorded in earnings within Unrealized gain on available for sale debt securities on the condensed consolidated statements of comprehensive income.

Valuation inputs

Below is a discussion of the valuation inputs used for financial instruments classified as Level 2 and Level 3 measurements in the fair value hierarchy.

Investment in Series A Biohaven Preferred Shares subject to the acceptance by the FDA of both New Drug Applications (“NDAs”) with respect to the tablet formulation of rimegepant and the orally disintegrating tablet formulation of rimegepant. As a condition for the issuance of the Second Tranche, one NDA must be accepted under the priority review designation pathway. The issuance of the Second Tranche is subject to customary closing conditions and is entirely at Biohaven's option.

The ~~Series A Preferred Shares provided RPIFT with the right to require Biohaven to redeem its shares under the following circumstances:~~

•~~If a Change of Control is announced on or before October 5, 2019, Biohaven has the option to redeem the Series A Preferred Shares for one point five times (1.5 x) the original purchase price~~fair value of the Series A Biohaven Preferred Shares ~~upon the closing~~as of the Change of Control. If Biohaven does not elect to redeem the Series A Preferred Shares for 1.5x the original purchase price at the closing of Change of Control, then Biohaven is required to redeem the Series A Preferred Shares for two times (2x) the original purchase price, payable in equal quarterly installments following closing of the Change of Control throughJune 30, 2021 and December 31, ~~2024.~~

•~~If a Change of Control is announced after October 5, 2019 and~~2020 was based on the Series A Preferred Shares have not previously been redeemed, Biohaven must redeem the Series A Preferred Shares for two times (2x) the original purchase price of the Series A Preferred Shares payable in a lump sum at the closing of the Change of Control or in equal quarterly installments following the closing of the Change of Control through December 31, 2024.

•If an NDA for rimegepant is not approved by December 31, 2021, RPIFT has the option at any time thereafter to require Biohaven to redeem the Series A Preferred Shares for one point two times (1.2x) the original purchase price of the Series A Preferred Shares.

•If no Change of Control has been announced, the Series A Preferred Shares have not previously been redeemed and (i) rimegepant is approved on or before December 31, 2024, following approval and starting one-year after approval, Biohaven must redeem the Series A Preferred Shares for two times (2x) the original purchase price, payable in a lump sum or in equal quarterly installments through December 31, 2024 (provided that if rimegepant is approved in 2024, the entire redemption amount must be paid by December 31, 2024) or (ii) rimegepant is not approved by December 31, 2024, Biohaven must redeem the Series A Preferred Shares for two times (2x) the original purchase price on December 31, 2024.

•Biohaven may redeem the Series A Preferred Shares at its option at any time for two times (2x) the original purchase price, which redemption price may be paid in a lump sum or in equal quarterly installments through December 31, 2024. In the event that Biohaven defaults on any obligation to redeem Series A Preferred Shares when required, the redemption amount shall accrue interest at the rate of eighteen percent (18%) per annum. If any such default continues for at least one year, RPIFT will be entitled to convert, subject to certain limitations, such Series A Preferred Shares into common shares, with no waiver of its redemption rights.

•~~Under all circumstances, the Series A Preferred Shares are required to be redeemed by Biohaven by December 31, 2024.~~

~~Nurtec ODT (rimegepant) was approved by the FDA in February 2020, which results in a payment~~cash flows due to ~~Royalty Pharma~~us from Biohaven of two times (2x) the original purchase price of the Series A Biohaven Preferred Shares payable in equal quarterly installments of $15.6 million following the FDA approval and starting one-year after FDA approval, through December 31, 2024. ~~Refer~~The FDA approved Nurtec ODT (rimegepant) in February 2020, at which point we became entitled to ~~Note 3 for discussion~~receive a fixed payment amount of ~~the valuation of our Investment~~$250.0 million payable in ~~the Biohaven Preferred Shares.~~equal quarterly payments from March 31, 2021 through December 31, 2024.

The fair value of the Series A Biohaven Preferred Shares as of June 30, 2021 and December 31, 2020 was calculated using probability-adjusted discounted cash flow calculations incorporating Level 3 fair value measurements and inputs, including estimated risk-adjusted discount rates and the probability of a change of control event occurring during the investment term, which would result in accelerated payments and redemptions. Assessing the probability that there will be a change of control event over a four-year time period and developing a risk-adjusted discount rate requires significant judgement. Our estimate of a risk adjusted discount rate of 7.1% as of June 30, 2021 and 8.3% as of December 31, 2020 could reasonably be different than the discount rate selected by a market participant in the event of a sale of the Series A Biohaven Preferred Shares, which would mean that the estimated fair value could be significantly higher or lower.

Our investment in the Series A Biohaven Preferred Shares was transferred from a Level 3 asset to a Level 2 asset in February 2020, when Nurtec ODT (rimegepant) received FDA approval, at which time we began using a discounted cash flow analysis that relied on observable inputs. During the three months ended December 31, 2020, information pertaining to Biohaven’s issuance of debt and its effective interest rate became available and we refined our valuation of the Series A Biohaven Preferred shares as of December 31, 2020 to incorporate this significant unobservable input. As a result, we reclassified the investment from a Level 2 to a Level 3 asset during the three months ended December 31, 2020.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Investment in Series B Biohaven Preferred Shares

The fair value of the Series B Biohaven Preferred Shares as of June 30, 2021 and the fair value of the Series B Forwards as of June 30, 2021 and December 31, 2020 were based on probability-adjusted discounted cash flow calculations using Level 3 fair value measurements and inputs, including estimated risk-adjusted discount rates and the probability that there will be a change of control event in different periods of time, which would result in accelerated payments and redemptions. Assessing the probability that there will be a change of control event over a 10-year time period and developing a risk-adjusted discount rate requires significant judgement. Our expectation of the probability and timing of the occurrence of a change of control event could reasonably be different than the timing of an actual change of control event, and if so, would mean that the estimated fair value could be significantly higher or lower than the fair value determined by management at any particular date. Our estimate of a risk adjusted discount rate could reasonably be different than the discount rate selected by a market participant in the event of a sale of the Series B Biohaven Preferred Shares or the Series B Forwards, which would mean that the estimated fair value could be significantly higher or lower.

MorphoSys Development Funding Bonds

The fair value of the Development Funding Bond Forward as of June 30, 2021 was based on a discounted cash flow calculation using an estimated risk-adjusted discount rate, which is a Level 3 fair value input. Our estimate of a risk adjusted discount rate could reasonably be different than the discount rate selected by a market participant in the event of a sale of the instrument, which would mean that the estimated fair value could be significantly higher or lower. We have elected the fair value option to account for the Development Funding Bond Forward as it most accurately reflects the nature of the instrument.

Other financial instruments

We use third party pricing services for Level 2 inputs used to value cash equivalents, marketable securities, treasury rate lock contracts and borrowings, which provide documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. Warrants are valued using a Black-Scholes option pricing model which considers observable and unobservable inputs.

Financial assets not measured at fair value

Financial royalty assets are measured and carried on the condensed consolidated balance sheets at amortized cost using the effective interest method. The current portion of financial royalty assets approximates fair value. The fair value of financial royalty assets is calculated by management using the forecasted royalty payments we expect to receive based on the projected product sales for all royalty bearing products as estimated by sell-side equity research analysts’ consensus forecasts. These projected future royalty payments by asset are then discounted to a present value using appropriate individual discount rates. The fair value of our financial royalty assets is classified as Level 3 within the fair value hierarchy since it is determined based upon inputs that are both significant and unobservable. Estimated fair values based on Level 3 inputs and related carrying values for the non-current portion of our financial royalty assets as of June 30, 2021 and December 31, 2020 are presented below (in thousands).


	June 30, 2021				December 31, 2020
	Fair value		Carrying value, net		Fair value		Carrying value, net
Financial royalty assets, net	$	19,082,368	$	12,932,077	$	18,718,179	$	12,368,084

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6. Financial Royalty Assets, Net

Financial royalty assets, net consist of contractual rights to cash flows relating to royalty payments derived from the expected sales of patent-protected biopharmaceutical products that entitle ~~the Company~~us and ~~its~~our subsidiaries to receive a portion of income from the sale of those products by unrelated companies.

The gross carrying value, cumulative allowance for changes in expected cash flows, exclusive of the allowance for credit losses, and net carrying value for the current and non-current portion of financial royalty assets ~~classified~~ as ~~financial assets at~~of June 30, ~~2020~~2021 and December 31, ~~2019~~2020 are as ~~follows.~~follows (in thousands):

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~


June 30, 2020		Estimated royalty duration (a)	Gross carrying value		Cumulative allowance for changes in expected cash flows (Note 7)		Net carrying value (d)
June 30, 2021									June 30, 2021			Estimated royalty duration (a)		Gross carrying value		Cumulative allowance for changes in expected cash flows (Note 7)		Net carrying value (e)
			(in thousands)
Cystic fibrosis franchise	Cystic fibrosis franchise	(b)	$	4,692,567	$	(98,381)	$	4,594,186	Cystic fibrosis franchise			2037 (b)		$	5,322,478	$	0	$	5,322,478
Tysabri	Tysabri	(c)	2,065,179		(34,353)		2,030,826		Tysabri			(c)		1,926,555		0		1,926,555
Imbruvica	Imbruvica	2029	1,368,322		(31,543)		1,336,779		Imbruvica			2027-2029		1,425,298		(156,664)		1,268,634
Xtandi	Xtandi	2028	1,174,247		(219,405)		954,842		Xtandi			2027-2028		1,126,241		(87,245)		1,038,996
Evrysdi									Evrysdi			2030-2035 (d)		703,153		0		703,153
Promacta	Promacta	2026	740,543		(8,924)		731,619		Promacta			2025-2028		645,626		(7,600)		638,026
Tazverik		2036	346,902		—		346,902
Other	Other	2019- 2036	2,502,483		(499,455)		2,003,028		Other			2020-2039		3,670,181		(680,145)		2,990,036
Total	Total		$	12,890,243	$	(892,061)	$	11,998,182	Total					$	14,819,532	$	(931,654)	$	13,887,878
Less: Cumulative allowance for credit losses (Note 7)	Less: Cumulative allowance for credit losses (Note 7)									(301,388)			Less: Cumulative allowance for credit losses (Note 7)							(358,950)
Total financial royalty assets, net	Total financial royalty assets, net									$	11,696,794		Total financial royalty assets, net							$	13,528,928

a)Dates shown ~~are based~~represent management’s estimates of when a royalty will substantially end, which may depend on ~~the~~our estimates of patent ~~duration~~expiration dates (which may include estimated patent term extensions) or ~~management’s best estimate of the date through which the Company will be entitled to royalties.~~other factors and may vary by geography. Royalty ~~durations~~expiration dates can change due to ~~the grant of additional patents, the invalidation of patents, and~~patent, regulatory, commercial or other ~~reasons.~~developments. There can be no assurances that our royalties will expire when expected.

b)~~The estimated duration for the Cystic fibrosis franchise~~Royalty is perpetual; year shown represents Trikafta expected patent expiration and potential sales decline based on ~~the patent expiration date for Trikafta, a franchise product which was approved in the US in October 2019. Management estimates that the most material patents provide protection through 2037.~~generic entry.

c)Under terms of the agreement, RPIFT acquired a perpetual royalty on net sales of Tysabri. Management has applied an end date of 2031 for purposes of accreting income over the royalty ~~term.~~term, which is periodically reviewed.

d)Key patents on Evrysdi in the United States expire in 2035, but our royalty will cease when aggregate royalties paid to us equal $1.3 billion.

e)The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 77–Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information.

December 31, 2019 Estimated royalty duration (a) Gross carrying value Cumulative allowance for changes in expected cash flows (Note 7) Net carrying value
(in thousands)
Cystic fibrosis franchise (d) (b) $ 4,639,045 $ — $ 4,639,045
Tysabri (c) 2,131,272 (71,789) 2,059,483
Imbruvica 2029 1,332,077 — 1,332,077
Xtandi 2028 1,193,918 (332,624) 861,294
Promacta 2026 776,555 — 776,555
Crysvita 2032 321,234 — 321,234
Other 2019-2036 1,768,929 (464,005) 1,304,924
Total $ 12,163,030 $ (868,418) $ 11,294,612


December 31, 2020	Estimated royalty duration (a)	Gross carrying value		Cumulative allowance for changes in expected cash flows (Note 7)		Net carrying value (e)

Cystic fibrosis franchise	2037 (b)	$	5,274,896	$	0	$	5,274,896
Tysabri	(c)	2,003,797		(112,720)		1,891,077
Imbruvica	2027-2029	1,406,291		(46,872)		1,359,419
Xtandi	2027-2028	1,150,335		(145,565)		1,004,770
Promacta	2025-2027	686,129		0		686,129
Evrysdi	2030-2035 (d)	675,440		0		675,440
Other	2020-2039	3,022,213		(634,950)		2,387,263
Total		$	14,219,101	$	(940,107)	$	13,278,994
Less: Cumulative allowance for credit losses (Note 7)						(323,717)
Total financial royalty assets, net						$	12,955,277

a)Dates shown ~~are based~~represent management’s estimates of when a royalty will substantially end, which may depend on ~~the~~our estimates of patent ~~duration~~expiration dates (which may include estimated patent term extensions) or ~~management’s best estimate of the date through which the Company will be entitled to royalties.~~other factors and may vary by geography. Royalty ~~duration~~expiration dates can change due to ~~the grant of additional patents, the invalidation of patents, and~~patent, regulatory, commercial or other ~~reasons.~~developments. There can be no assurances that our royalties will expire when expected.

d)Key patents on Evrysdi in the United States expire in 2035, but our royalty will cease when aggregate royalties paid to us equal $1.3 billion.

e)The ~~Vertex triple combination therapy, Trikafta, was approved~~net carrying value by asset is presented before the FDA in October 2019. Sell-side equity research analysts’ consensus forecasts increased due to expected sales of the newly approved Cystic fibrosis franchise product and resulted in a reversal of the entire cumulative allowance for ~~changes~~credit losses. Refer to Note 7–Cumulative Allowance and the Provision for Changes in ~~expected cash flows in the fourth quarter of 2019 related to this royalty asset.~~

~~Cystic fibrosis franchise clawback~~

~~In November 2019, Vertex announced that it reached an agreement with the French Authorities~~Expected Cash Flows from Financial Royalty Assets for a national reimbursement deal for Orkambi. As a result, management expected a reduction to royalty receipts in 2020 of approximately $35.0 million to $45.0 million, to reflect a true up related to prior periods where we collected royalties on French sales of Orkambi at a higher selling price. We recognized a reduction to the current portion of Royalty assets, net - financial asset of $41.0 million as of December 31, 2019. Upon receipt of the royalty payment in the first quarter of 2020, we did not recognize any material adjustments related to our clawback estimate.additional information.

1719

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

7. Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets

The ~~Cumulative~~cumulative allowance for changes in expected future cash flows from financial royalty assets is presented net within the non-current portion of Financial royalty assets, net on the condensed consolidated balance sheets and includes the following activities:

•the movement in the cumulative allowance related to changes in forecasted royalty payments we expect to receive based on projected product sales for royalty bearing products as estimated by sell-side equity research analysts’ consensus forecasts, and

•the movement in the cumulative allowance for current expected credit losses.

The periodic movement in the cumulative allowance is presented on the condensed consolidated statements of comprehensive income as the Provision for changes in expected future cash flows from financial royalty assets ~~includes the following activities:~~

•~~the movement in the Cumulative allowance for changes in expected future cash flows, and~~.

•~~the movement in the allowance for current expected credit losses; both are presented net within the non-current portion of Financial royalty assets, net on the condensed consolidated balance sheets.~~

Upon the January 1, 2020 adoption of ASU 2016-13,, we recorded a cumulative adjustment to Retained earnings of $192.7 million to recognize an allowance for current expected credit losses on ~~the portion of~~ our portfolio of financial royalty ~~assets that is subject to credit risk.~~assets. The current period provision for changes in expected cash flows from financial royalty assets reflects the activity for the period that relates to the change in estimates applied to calculate the allowance for credit losses, namely any ~~changes in the credit ratings of the marketers responsible for paying our royalties~~new financial royalty assets with limited protective rights and changes in the underlying cash flow forecasts used in the effective interest model to measure income from our financial royalty assets.

~~Refer to Note 2 for further information.~~

The following table sets forth the activity in the cumulative allowance for changes in expected cash flows from financial royalty assets, inclusive of the cumulative allowance for credit losses, as of the dates ~~indicated:~~indicated (in thousands).


~~(in thousands)~~	Activity for the period






Balance at December 31, ~~2019~~2020 (a)	$	~~(868,418)~~(1,263,824)
~~Cumulative adjustment for adoption of ASU 2016-13~~	~~(192,705)~~
Increases to the cumulative allowance for changes in expected cash flows from financial royalty assets	~~(289,587)~~(409,793)
Decreases to the cumulative allowance for changes in expected cash flows from financial royalty assets	~~262,980~~396,526
~~Reversal~~Write-off of cumulative allowance ~~(a)~~(b)	~~2,964~~21,719
Current period provision for credit losses (c)	~~(108,683)~~(35,232)
Balance at June 30, ~~2020~~2021	$	~~(1,193,449)~~(1,290,604)

(a) Includes $323.7 million related to cumulative allowance for credit losses.

(b) Relates to amounts ~~reversed out of~~removed from the allowance at the end of a royalty ~~asset's~~asset’s life to bring the account balance to zero. ~~Reversals~~Write-offs solely impact the asset account and allowance account, there is no impact on the condensed consolidated statements of comprehensive income.

(c) Primarily related to the provision for credit losses resulting from increases to our portfolio of financial royalty assets in the six months ended June 30, 2021, primarily the $100.0 million increase to our zavegepant financial royalty asset related to the funding payment we made to Biohaven upon the start of the oral zavegepant Phase 3 program, and a new royalty interest in Cabometyx/Cometriq.

8. Intangible Royalty Assets, Net

The following schedules of the intangible royalty ~~interests~~assets present the cost, accumulated amortization and net carrying value as of June 30, ~~2020~~2021 and December 31, ~~2019.~~2020 (in thousands).

As of June 30, 2020 Cost Accumulated amortization Net carrying value
(in thousands)
DPP-IV Inhibitors $ 606,216 $ 565,958 $ 40,258
Total intangible royalty assets $ 606,216 $ 565,958 $ 40,258


As of June 30, 2021	Cost		Accumulated amortization		Net carrying value

DPP-IV patents	$	606,216	$	588,954	$	17,262

Total intangible royalty assets	$	606,216	$	588,954	$	17,262

As of December 31, 2019 Cost Accumulated amortization Net carrying value
(in thousands)
DPP-IV Inhibitors $ 606,216 $ 554,492 $ 51,724
Total intangible royalty assets $ 606,216 $ 554,492 $ 51,724


As of December 31, 2020	Cost		Accumulated amortization		Net carrying value

DPP-IV patents	$	606,216	$	577,550	$	28,666

Total intangible royalty assets	$	606,216	$	577,550	$	28,666

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The DPP-IV patents associated with the intangible royalty ~~interests classified as intangible~~ assets terminate at various dates ~~up to~~into 2022. The weighted average remaining life of the intangible royalty ~~interests classified as intangible~~ assets is ~~1.75 years. The projected~~less than one year. We project amortization expense iswill be $11.6 ~~million, $23.0~~ million and $5.7 million in the remainder of ~~2020,~~ 2021 and 2022, respectively.

Our revenue is tied to underlying patent protected sales of other DPP-IV products of various licensees. Such revenue from royalty assets is earned from sales occurring primarily in the USUnited States and Europe; however, we do not have the ability to

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

disaggregate our royalty revenue from licensees based on the geography of the underlying sales, as this level of information is not always included in royalty reports provided to us. The marketers paying us royalties on these products do not always provide, and are not necessarily required to provide, the ~~Company.~~breakdown of product sales by geography. Individual licensees exceeding 10% or more of revenue from intangible royalty assets accounted for ~~96%~~90% and ~~92%~~96% of our revenues from intangible royalty assets in the three months ended June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Individual licensees exceeding 10% or more of revenue from intangible royalty assets accounted for ~~95%~~94% and ~~91%~~95% of our revenues from intangible royalty assets in the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

9. Non-Consolidated Affiliates

The Legacy SLP Interest

In connection with the Exchange Offer Transactions, we acquired a special limited partnership interest in the Legacy Investors Partnerships (the “Legacy SLP Interest”) ~~valued at~~from the Continuing Investors Partnerships for $303.7 million in exchange for issuing shares in ~~the Company.~~our subsidiary. As a result, we became a special limited partner in the Legacy Investors Partnerships. The Legacy SLP Interest entitles us to the equivalent of performance distribution payments that would have been paid to the general partner of the Legacy Investors Partnerships and an income allocation on a similar basis. Our income allocation is equal to the general partner’s former contractual rights to the income of the Legacy Investors Partnerships. The Legacy SLP Interest is treated as an equity method investment as our Manager is also the Manager of the Legacy Investors Partnerships and has the ability to exercise significant influence. ~~As the~~The Legacy Investors Partnerships ~~are~~ no longer ~~participating~~participate in investment opportunities ~~after~~from June 30, 2020 and, as such, the value of the Legacy SLP Interest is expected to decline over time. The Legacy Investors Partnerships also own a non-controlling interest in Old RPI.

The income allocation from the Legacy SLP Interest is based on an estimate, as the Legacy Investors Partnerships are private partnerships that are expected to report on a ~~lag. Management's~~lag subsequent to the date of this quarterly report. Management’s estimate of equity in earnings from the Legacy SLP Interest for the current period will be updated for ~~actuals~~historical results in the subsequent period. During the three and six months ended June 30, 2021, we recorded an income allocation of $25.6 million and $30.8 million, respectively. During the three and six months ended June 30, 2020, we ~~received cash distributions of $5.3 million from the Legacy Investors Partnerships and~~ recorded an income allocation of $20.2 million and $23.4 million, respectively, in each case related to the period subsequent to the Exchange Date. The income allocation from the Legacy SLP Interest is recorded withinEquity in ~~(earnings)/loss~~earnings of non-consolidated affiliates. ~~During~~We received cash distributions from the Legacy SLP Interest of $4.7 million and $8.6 million in the three and six months ended June 30, 2021, respectively. We received cash distributions from the Legacy SLP Interest of $5.3 million and $12.2 million during the three and six months ended June 30, 2020, ~~we received cash distributions of $12.2 million and recorded an income allocation of $23.4 million within~~ ~~Equity in (earnings)/loss of non-consolidated affiliates~~.respectively.

The Avillion Entities

We account for our partnership interests in Avillion Financing I, LP (“Avillion I”) and BAv Financing II, LP (“Avillion II”, or, together, the “Avillion Entities”) as equity method investments because RPIFT has the ability to exercise significant influence over the entities. During the three and six months ended June 30, 2021, we recorded a loss allocation of $7.9 million and $15.0 million, respectively. During the three and six months ended June 30, 2020, we recorded an income allocation of $9.1 million and a loss allocation of $3.2 million, respectively. The income or loss allocation from the Avillion Entities is recorded within Equity in earnings of non-consolidated affiliates.

On December 19, 2017, the Avillion Entities announced that the FDA approved a supplemental New Drug Application for Pfizer’s ~~BOSULIF®~~Bosulif (bosutinib). Avillion I is eligible to receive fixed payments from Pfizer based on this approval. Subsequent to the asset sale, the only operations of Avillion I are the collection of cash and unwinding of discount on the series of fixed annual payments due from Pfizer. We received distributions of $13.4 million ~~and $14.1 million~~ from Avillion I during the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, in connection with Avillion I’s receipt of the fixed annual payments due under its co-development agreement with Pfizer.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In March 2017, RPIFT entered into an agreement with Avillion II, amended in 2019, to invest approximately ~~$15.0~~$19.0 million to fund approximately 50% of the costs of a ~~phase II~~Phase 2 clinical trial for the use of Merck KGaA’s anti-IL 17 nanobody M1095 (the “Merck KGaA Asset”) for the treatment of psoriasis in exchange for certain milestone and royalty payments. Development for the Merck KGaA Asset ceased in 2020, for which we received a distribution of $21.3 million from Avillion II during the three months ended June 30, 2020.

In May 2018, RPIFT entered into an additional agreement to invest up to $105.0 million in Avillion II over multiple years to fund approximately 44% of the costs of Phase II2 and ~~III~~3 clinical trials to advance Pearl Therapeutics, Inc.'s’s product PT-027 (the “AZ Asset”) through a global clinical development program for the treatment of asthma in exchange for a series of deferred payments and success-based milestones.

~~In December 2019, the Avillion II agreement was amended to increase RPIFT’s funding commitment by an additional $4.0 million in respect~~As of the Merck Asset, for a total funding cap of $19.0 million. We received a distribution of $21.3 million from Avillion II in respect of the Merck Asset, for which development has ceased, during the three months ended June 30, ~~2020.~~

2021 and December 31, 2020, RPIFT had ~~$41.5~~$11.2 million and ~~$70.8~~$28.6 million, respectively, of unfunded commitments related to the Avillion ~~Entities as of June 30, 2020 and December 31, 2019, respectively.~~Entities. Our maximum exposure to loss at any particular reporting date is limited to the current carrying value of the investment plus the unfunded commitments.

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

10. Research ~~and~~& Development (“R&D”) Funding Expense

During the six months ended June 30, ~~2020~~2021, we did not enter into any new R&D funding arrangements. We recognized R&D funding expense ~~incurred in~~of $3.1 million and $5.8 million for the ~~first~~three and six months ~~of 2020 related to ongoing development stage funding payments, primarily under our Sanofi agreement.~~ended June 30, 2021, respectively. We recognized R&D funding expense ~~in 2019 primarily related to funding agreements with both Sanofi and Pfizer. We completed our funding commitments in the fourth quarter~~ of ~~2019 under our agreement with Pfizer.~~

~~We recognized $5.3~~$5.8 million and ~~$12.4~~$13.4 million offor the three and six months ended June 30, 2020, respectively. R&D funding expense for the three and six months ended June 30, 2021 and 2020 ~~respectively~~primarily related to ongoing development-stage funding payments under our ~~Sanofi agreement. We recognized $21.5 million of R&D funding expense during the three months ended June 30, 2019, of which $3.1 million and $17.8 million related to our funding agreements~~co-funding agreement with Sanofi and Pfizer, respectively. We recognized $44.4 million of R&D funding expense during the six months ended June 30, 2019, of which $7.1 million and $36.3 million related to our funding agreements with Sanofi and Pfizer, respectively.Sanofi.

As of June 30, ~~2020~~2021, we have a remaining commitment of ~~$21.0~~$11.4 million related to anour R&D funding agreement with Sanofi.

11. Borrowings

~~New~~ Our borrowings as of June 30, 2021 and December 31, 2020 consisted of the following (in thousands):


Type of Borrowing	Maturity	Interest rate	June 30, 2021		December 31, 2020
Senior Unsecured Notes:
Senior unsecured notes (issued at 99.322% of par)	9/2023	0.75%	$	1,000,000	$	1,000,000
Senior unsecured notes (issued at 98.875% of par)	9/2025	1.20%	1,000,000		1,000,000
Senior unsecured notes (issued at 98.284% of par)	9/2027	1.75%	1,000,000		1,000,000
Senior unsecured notes (issued at 97.760% of par)	9/2030	2.20%	1,000,000		1,000,000
Senior unsecured notes (issued at 95.556% of par)	9/2040	3.30%	1,000,000		1,000,000
Senior unsecured notes (issued at 95.306% of par)	9/2050	3.55%	1,000,000		1,000,000
Senior Unsecured Revolving Credit Facility			0		0

Unamortized debt discount and issuance costs			(174,441)		(183,416)
Total debt carrying value			5,825,559		5,816,584
Less: Current portion of long-term debt			0		0
Total long-term debt			$	5,825,559	$	5,816,584

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Senior Unsecured Notes

On September 2, 2020, we issued $6.0 billion of senior unsecured notes (the “Notes”). Our obligations under the Notes are fully and unconditionally guaranteed by RP Holdings, a non-wholly owned subsidiary. Interest on each series of the Notes accrues at the respective rate per annum and is payable semi-annually in arrears on March 2 and September 2 of each year, and commenced on March 2, 2021. The Notes were issued at a total discount of $149.0 million. We capitalized approximately $40.4 million in debt issuance costs primarily composed of underwriting fees. The discount and the capitalized debt issuance costs are recorded as a direct deduction from the carrying amount of the Notes on our condensed consolidated balance sheets and are being amortized as additional interest expense using the effective interest rate method over the period from issuance through maturity. The Notes have a weighted average coupon rate and a weighted average effective interest rate of 2.125% and 2.50% as of June 30, 2021, respectively.

Our Notes may be redeemed at our option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the treasury rate, plus a make-whole premium as defined in the indenture. Our Notes maturing after 2023 also have a call feature, exercisable at our option, to redeem the Notes at par in whole or in part one to six months immediately preceding maturity. In each case, accrued and unpaid interest is also required to be redeemed to the date of redemption.

Upon the occurrence of a change of control triggering event and downgrade in the rating of our Notes by two of three credit agencies, the holders may require us to repurchase all or part of their Notes at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.

We are required to comply with certain covenants under our Notes and as of June 30, 2021, we were in compliance with all applicable covenants.

We used the net proceeds from the Notes offering, together with available cash on hand, to repay in full the senior secured credit facilities.

Subsequent to the three months ended June 30, 2021, we completed an exchange offer for the Notes whereby holders could elect to tender their unregistered outstanding notes for freely tradable exchange notes (the “Exchange Notes”) that have been registered under the Securities Act of 1933 (the “Securities Act”). The Exchange Notes are substantially identical to the Notes, except that the Exchange Notes are registered under the Securities Act and are not subject to the transfer restrictions and certain registration rights agreement provisions applicable to the Notes.

Senior Unsecured Revolving Credit Facility

On September 18, 2020, our subsidiary RP Holdings, as borrower, entered into a five-year unsecured revolving credit facility (the “Revolving Credit Facility”) which provides for borrowing capacity of up to $1.5 billion for general corporate purposes. We capitalized approximately $6.1 million in debt issuance costs related to the revolving credit facility which is recorded within Other current assets for the current portion and Other assets for the non-current portion. As of June 30, 2021 and December 31, 2020, there were 0 outstanding borrowings under the Revolving Credit Facility.

The Revolving Credit Facility is subject to an interest rate, at our option, of either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime rate, (2) the federal funds effective rate and the overnight bank funding rate, plus 0.5% and (3) the one month adjusted LIBOR, plus 1% per annum (“ABR”) or (b) adjusted LIBOR, plus in each case, the applicable margin. The applicable margin for the Revolving Credit Facility varies based on our consolidated leverage ratio. Accordingly, the interest rates for the Revolving Credit Facility fluctuates during the term of the facility based on changes in the ABR, LIBOR and future changes in our consolidated leverage ratio.

The revolving credit agreement (the “Credit Agreement”) that governs the Revolving Credit Facility contains certain customary covenants, that among other things, require us to maintain (i) a consolidated leverage ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to consolidated EBITDA, each as defined and calculated with the ratio level calculated with further adjustments as set forth in the Credit Agreement and (ii) a consolidated coverage ratio at or above 2.50 to 1.00 of consolidated EBITDA to consolidated charges, each as defined and calculated with further adjustments as set forth in the Credit Agreement. All obligations under the Revolving Credit Facility are unconditionally guaranteed by us. As of June 30, 2021, RP Holdings was in compliance with these covenants.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Senior Secured Credit Facilities

On February 11, 2020, in connection with the Exchange Offer Transactions (as discussed in Note 1)1–Organization and Purpose) and using funds contributed by RPI Intermediate FT and the Legacy Investors Partnerships, RPIFT repaid its outstanding debt and accrued interest, and terminated all outstanding interest rate swaps. RPI Intermediate FT, as borrower, entered into a term loan credit agreement ~~(the “Credit Agreement”)~~ with Bank of America, N.A., as administrative agent, the lenders party thereto from time to time and the other parties thereto. The ~~new~~ senior secured credit facilities ~~contained in the Credit Agreement consist~~consisted of a term loan A ~~(“Tranche A-1”)~~ and term loan B ~~(“Tranche B-1”)~~ in the amounts of $3.20 billion and $2.84 billion, respectively. ~~Tranche A-1 has an interest rate of 1.50% above LIBOR and matures~~In September 2020, we repaid in ~~February 2025. Tranche B-1 has an interest rate of 1.75% above LIBOR and matures in February 2027.~~

The Credit Agreement contains covenants that, among other things, restrict our ability to make certain distributions, incur additional debt, engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates or make investments. The Credit Agreement also contains customary events of default. We may voluntarily prepay in whole or in partfull the outstanding principal amounts of term loans under ~~our Credit Agreement at any time prior to~~ the ~~maturity dates, with certain voluntary prepayments that may be subject to a customary prepayment premium governed by the Credit Agreement.~~

~~Financial Covenants~~

The Credit Agreement contains financial covenants requiring us to maintain (i) a Consolidated Leverage Ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1:00 following a Qualifying Material Acquisition) of Consolidated Funded Debt to Consolidated EBITDA (each as defined and calculated with the ratio level calculated with further adjustments as set forth in the Credit Agreement) and (ii) a Consolidated Coverage Ratio at or above 2.50 to 1.00 of Consolidated EBITDA minus Consolidated Capital Expenditures to Consolidated Charges (each as defined and calculated with further adjustments as set forth in the Credit Agreement). RPI Intermediate FT was in compliance with these covenants at June 30, 2020.

~~Our borrowings at June 30, 2020 and December 31, 2019 consisted of the following:~~

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

(in thousands) Maturity Spread over LIBOR (1) June 30, 2020 December 31, 2019
New RPI Intermediate FT Senior Secured Credit Facilities:
Term Loan A Facility
    Tranche A-1 2/2025 150 bps $ 3,120,000 $ —
Term Loan B Facility
   Tranche B-1 2/2027 175 bps 2,825,800 —
RPIFT Senior Secured Credit Facilities:
Term Loan B Facility
   Tranche B-6 3/2023 200 bps — 4,123,000
Term Loan A Facility
    Tranche A-4 5/2022 150 bps — 2,150,000
Loan issuance costs (3,929) (1,691)
Original issue discount (30,023) (33,187)
Total value of senior secured debt (2) 5,911,848 6,238,122
Less: Current portion of long-term debt (182,226) (281,984)
Total long-term debt $ 5,729,622 $ 5,956,138

~~(1) Borrowings under our~~ senior secured credit facilities ~~bear interest at a rate equal to LIBOR plus an applicable margin.~~

~~(2) The carrying value of our long term debt, including~~with net proceeds from the ~~current portion, approximates its fair value.~~

~~Amortization of Term Loans~~

~~As of June 30, 2020, we are required to repay the term loans under the Credit Agreement over the next five years~~Notes and ~~thereafter as follows:~~

(in thousands) Term loan amortization
Year Tranche A-1 Tranche B-1 Total
Remainder of 2020 $ 80,000 $ 14,200 $ 94,200
2021 160,000 28,400 188,400
2022 160,000 28,400 188,400
2023 160,000 28,400 188,400
2024 160,000 28,400 188,400
Thereafter 2,400,000 2,698,000 5,098,000
Total (1) $ 3,120,000 $ 2,825,800 $ 5,945,800

~~(1)Excludes discount~~available cash on ~~long-term debt of $30.0 million and loan issuance costs of $3.9 million, which are amortized through interest expense over the life of the underlying debt obligations.~~hand.

RPIFT Senior Secured Credit Facilities ~~(the “Old~~

The RPIFT Senior Secured Credit ~~Facility”)~~

~~The Old Credit Facility was~~Facilities were repaid in full in February 2020 in connection with the Exchange ~~Offer. As~~Offer Transactions. We recorded a loss on debt extinguishment of ~~December 31, 2019, RPIFT’s Loan Facility included 2 term loans, Term Loan A and Term Loan B. Tranche A-4 required annual amortization~~$5.4 million as part of 5.9% per year and tranche B-6 required annual amortization of 3.2% per year. The Old Credit Facility was secured by a grant by RPIFT of a security interest in substantially all of its personal property and a grant by RPCT of a security interest in RPIFT’s share (80%) of all amountsOther non-operating expense/(income), net, during the six months ended June 30, 2020.

Principal Payments on ~~deposit in~~ the ~~Collection Trust Account.~~Notes

The ~~Old Credit Facility contained~~future principal payments for our borrowings as of June 30, 2021 over the following covenants measured quarterly: (i) maximum total leverage ratio of 4:00 to 1:00; (ii) debt coverage ratio of greater than 3.50 to 1.00. RPIFT was in compliance with these covenants at December 31, 2019.next five years and thereafter are as follows (in thousands):



Year	Principal Payments
Remainder of 2021	$	0
2022	0
2023	1,000,000
2024	0
2025	1,000,000
Thereafter	4,000,000
Total (1)	$	6,000,000

~~12. Shareholders' Equity~~(1) Excludes unamortized debt discount and issuance costs of $174.4 million as of June 30, 2021, which are amortized through interest expense over the remaining life of the underlying debt obligations.

~~Capital structure~~As of June 30, 2021, the fair value of our outstanding Notes was approximately $6.0 billion and is classified as a Level 2 measurement within the fair value hierarchy.

2021 Notes

On July 26, 2021, we issued $1.3 billion of senior unsecured notes (the “2021 Notes”) comprised of $600.0 million principal amount of notes due September 2031 issued at 98.263% of par and $700.0 million principal amount of notes due September 2051 issued at 97.565% of par with a coupon rate of 2.15% and 3.35%, respectively. Interest on each series of the 2021 Notes accrues at the respective rate per annum and is payable semi-annually in arrears on March 2 and September 2 of each year, commencing on March 2, 2022. Our obligations under the 2021 Notes are fully and unconditionally guaranteed by RP Holdings, a non-wholly owned subsidiary.

2124

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

12. Shareholders’ Equity

Capital structure

Following the completion of our IPO as discussed in Note ~~1, there have been no changes in our capital structure. As of June 30, 2020,~~1–Organization and Purpose, we have ~~outstanding 365,899,235~~two classes of voting shares: Class A ordinary shares and ~~241,207,425~~Class B ordinary shares, each of which has one vote per ordinary share. The Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of shareholders, except as otherwise required by applicable law. Our Class B ordinary shares are not publicly traded and holders of Class B ordinary shares only have limited rights to receive a distribution equal to their nominal value upon a liquidation, dissolution or winding up of the Company.

The holders of Class A ordinary shares are entitled to receive dividends subject to approval by the Board of Directors. The holders of Class B shares do not have any rights to receive dividends; however, the RP Holdings Class B Interests are entitled to dividends and distributions from RP Holdings. As of June 30, 2021, we have outstanding 427,006 thousand Class A ordinary shares and 180,166 thousand Class B ordinary shares.

The RP Holdings Class B Interests are exchangeable on a one-for-one basis for our Class A ordinary shares pursuant to an exchange agreement entered into by us, RP Holdings, the Continuing Investors Partnerships, RPI International Partners 2019, LP and EPA Holdings (the “Exchange Agreement”) that governs the exchange of RP Holdings Class B Interests held by the Continuing Investors Partnerships for Class A ordinary shares. Pursuant to the Exchange Agreement, the Continuing Investors Partnerships have the ability to exchange their RP Holdings Class B interests for Class A ordinary shares on a quarterly basis. Each such exchange also results in the re-designation of the same number of our Class B ordinary shares as deferred shares. As of June 30, 2021, we have outstanding deferred shares of 355,217 thousand.

In addition, we have in issue ~~50,000~~50 thousand Class R redeemable shares, which do not entitle the holder to voting or dividend rights. The purpose of the Class R redeemable shares was to ensure Royalty Pharma Limited had sufficient sterling denominated share capital at the time it was re-registered as a public limited company to Royalty Pharma plc, as required by the U.K. Companies Act. The Class R redeemable shares may be redeemed at ~~the Company's~~our option in the future. Any such redemption would be at the nominal value of £1 each.

RP Holdings Class B Interests are exchangeable on a one-for-one basis for our Class A ordinary shares pursuant to an Exchange Agreement entered into by us, RP Holdings, the Continuing Investors Partnerships, RPI International Partners 2019, LP and EPA Holdings that governs the exchange of RP Holdings Class B Interests held by the Continuing International Investors Partnership for Class A ordinary shares. Each such exchange also results in the re-designation of the same number of our Class B ordinary share as a deferred share. As of June 30, 2020, we have outstanding deferred shares of 294,175,555.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Non-controlling interests

~~In the prior year periods, the only non-controlling interest related to RPSFT for which the related movements are presented in the historical statements of changes in shareholders' equity.~~

The net change in the balance of our four non-controlling interests for the three and six months ended June 30, 2021 and 2020 isare as ~~follows.~~follows (in thousands):

(in thousands) RPSFT Legacy Investors Partnerships Continuing Investors Partnership (1) EPA Holdings Total
March 31, 2020 $ 31,563 $ 1,971,212 $ — $ — $ 2,002,775
Contributions — 6,691 — — 6,691
Distributions (25,270) (99,581) — — (124,851)
Net income prior to IPO 17,225 89,962 — — 107,187
Effect of exchange by Continuing Investors of Class B shares for Class A shares and reallocation of historical equity — (750) 2,433,848 — 2,433,098
Issuance of Class A shares sold in initial public offering, net of offering costs — — 758,590 — 758,590
Net income subsequent to IPO 3,400 17,755 31,560 — 52,715
Other comprehensive income:
Change in unrealized movement on available for sale debt securities — 1,222 402 — 1,624
June 30, 2020 $ 26,918 $ 1,986,511 $ 3,224,400 $ — $ 5,237,829


	RPSFT		Legacy Investors Partnerships		Continuing Investors Partnerships (1)		EPA Holdings		Total
December 31, 2020	$	12,436	$	1,939,509	$	3,125,091	$	0	$	5,077,036
Contributions	—		3,253		—		—		3,253

Distributions	(13,653)		(94,542)		(37,183)		—		(145,378)
Net income	15,058		36,257		38,545		—		89,860


Other exchanges	—		—		(65,072)		—		(65,072)

Other comprehensive income:
Unrealized gain on available for sale debt securities	—		901		1,512		—		2,413
Reclassification of unrealized gain on available for sale debt securities	—		(2,723)		(4,571)		—		(7,294)
March 31, 2021	13,841		1,882,655		3,058,322		0		4,954,818
Contributions	—		6,654		4,865		—		11,519

Distributions	(12,476)		(127,747)		(30,585)		—		(170,808)
Net income	19,275		133,743		212,961		—		365,979


Other exchanges	—		—		(486,591)		—		(486,591)

Other comprehensive income:
Unrealized gain on available for sale debt securities	—		1,059		1,618		—		2,677
Reclassification of unrealized gain on available for sale debt securities	—		(2,337)		(3,571)		—		(5,908)
June 30, 2021	$	20,640	$	1,894,027	$	2,757,019	$	0	$	4,671,686

(1) Related to the Continuing Investors ~~Partnerships'~~Partnerships’ ownership as of June 30, 2021 of approximately 30% in RP Holdings through their ownership of the RP Holdings Class B Interests. Royalty Pharma plc owns the remaining 70% of RP Holdings through its ownership of RP Holdings Class A Interests and Class B Interests as of June 30, 2021.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	RPSFT		Legacy Investors Partnerships		Continuing Investors Partnerships (1)		EPA Holdings		Total
December 31, 2019	$	35,883	$	0	$	0	$	0	$	35,883
Contributions	—		1,133,628		—		—		1,133,628
Transfer of interests	—		1,037,161		—		—		1,037,161
Distributions	(29,246)		(222,179)		—		—		(251,425)
Net income prior to IPO	24,926		12,930		—		—		37,856




Other comprehensive income:
Unrealized gain on available for sale debt securities	—		9,672		—		—		9,672

March 31, 2020	31,563		1,971,212		0		0		2,002,775
Contributions	—		6,691		—		—		6,691

Distributions	(25,270)		(99,581)		—		—		(124,851)
Net income prior to IPO	17,225		89,962		—		—		107,187
Effect of exchange by Continuing Investors of Class B shares for Class A ordinary shares and reallocation of historical equity	—		(750)		2,433,848		—		2,433,098
Issuance of Class A ordinary shares sold in IPO, net of offering costs	—		—		758,590		—		758,590

Net income subsequent to IPO	3,400		17,755		31,560		—		52,715
Other comprehensive income:
Unrealized gain on available for sale debt securities	—		1,222		402		—		1,624

June 30, 2020	$	26,918	$	1,986,511	$	3,224,400	$	0	$	5,237,829

(1) Related to the Continuing Investors Partnerships’ ownership as of June 30, 2020 of approximately 40% in RP Holdings through their ownership of the RP Holdings Class B Interests. Royalty Pharma plc owns the remaining 60% of RP Holdings through its ownership of RP Holdings Class A Interests and Class B Interests as of June 30, 2020.

RP Holdings Class C Special Interest held by EPA Holdings

EPA Holdings is entitled to Equity Performance Awards (as defined below) through its RP Holdings Class C Special Interest based on our performance, as determined on a portfolio-by-portfolio basis. Investments made during each two-year period will be grouped together as separate portfolios (each, a “Portfolio”). Subject to certain conditions, at the end of each fiscal quarter, EPA Holdings is entitled to a distribution from RP Holdings in respect of each Portfolio equal to 20% of the Net Economic Profit (defined as the aggregate cash receipts for all new portfolio investments in such Portfolio less Total Expenses (defined as interest expense, operating expense and recovery of acquisition cost in respect of such Portfolio)) for such Portfolio for the applicable measuring period (the “Equity Performance Awards”). The Equity Performance Awards will be allocated and paid by RP Holdings to EPA Holdings as the holder of the RP Holdings Class C Special Interest. The Equity Performance Awards will be payable in RP Holdings Class B Interests for which we will issue the same number of Class B ordinary shares, which may be subsequently exchanged for our Class A ordinary shares. We do not currently expect any material Equity Performance Awards to be payable until the mid to late 2020s.

Dividends

In the six months ended June 30, 2021, we declared and paid two quarterly cash dividends of $0.17 per share for an aggregate amount of $138.6 million to holders of our Class A ordinary shares. Future dividends are subject to declaration by the board of directors.

2020 Independent Directors Equity Incentive Plan

On June 15, 2020, our 2020 Independent Director Equity Incentive Plan was approved and became effective, whereby 800 thousand Class A ordinary shares have been reserved for future issuance to our independent directors.

2227

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

(in thousands) RPSFT Legacy Investors Partnerships Continuing Investors Partnership (1) EPA Holdings Total
December 31, 2019 $ 35,883 $ — $ — $ — $ 35,883
Contributions — 1,140,319 — — 1,140,319
Transfer of interests — 1,037,161 — — 1,037,161
Distributions (54,516) (321,760) — — (376,276)
Net income prior to IPO 42,151 102,892 — — 145,043
Effect of exchange by Continuing Investors of Class B shares for Class A shares and reallocation of historical equity — (750) 2,433,848 — 2,433,098
Issuance of Class A shares sold in initial public offering, net of offering costs — — 758,590 — 758,590
Net income subsequent to IPO 3,400 17,755 31,560 — 52,715
Other comprehensive income:
Change in unrealized movement on available for sale debt securities — 10,894 402 — 11,296
June 30, 2020 $ 26,918 $ 1,986,511 $ 3,224,400 $ — $ 5,237,829
RSU activity and share-based compensation

~~(1) Related~~We grant RSUs to independent directors under the ~~Continuing Investors Partnerships' ownership of approximately 40% in RP Holdings through their ownership of the RP Holdings Class B Interests.~~

2020 Independent Director Equity Incentive ~~Plan~~

~~In June 2020, our 2020 Independent Director Equity Incentive Plan (“2020 Equity Incentive Plan”) was approved and became effective~~Plan. Share-based compensation expense is recognized based on ~~June 15, 2020. Under the 2020 Equity Incentive Plan, 800,000 shares of our Class A ordinary shares have been reserved for future issuance.~~

~~Restricted Stock Units Activity~~

~~In connection with the IPO, we granted a total of 71,430 fully-vested shares with a grant date~~estimated fair value of ~~$50.90 per share under~~ the ~~provisions of our 2020 Equity Incentive Plan to 2 directors in recognition of their extensive past services to~~award on the ~~Old RPI board~~grant date and ~~continued service on our board. Additionally, we granted a total of approximately 39,000 RSUs to independent directors that will vest in the second quarter of 2021. Compensation expense is~~ amortized on a straight-line basis over the requisite service ~~period.~~

~~There were no share based awards in periods prior to the IPO.~~

~~Share based compensation~~

~~We recognized share based compensation~~period of ~~approximately $3.7 million which is recorded~~generally one year as part of ~~the~~ General and administrative expenses in the condensed consolidated statement of comprehensive ~~income~~income. We recognized share-based compensation expense of approximately $0.9 million and $1.7 million for the three and six months ended June 30, 2021, respectively. We recognized share-based compensation expense of approximately $3.7 million in the partial period subsequent to the IPO in the three and six months ended June 30, 2020.

There ~~was~~were 0 ~~share based compensation~~share-based awards or related expenses in periods prior to the IPO.

13. Earnings per Share

Basic earnings per share ~~("EPS"~~(“EPS”) is computed by dividing net income attributable to ~~Royalty Pharma plc~~us by the weighted average number of Class A ordinary shares outstanding during the period. Diluted EPS is computed by dividing net income attributable to ~~Royalty Pharma plc,~~us, including the impact of potentially dilutive securities, by the weighted average number of Class A ordinary shares outstanding during the period, including the number of Class A ordinary shares that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include the outstanding Class B ordinary shares, Class B ordinary shares contingently issuable to EPA Holdings related to Equity Performance Awards and unvested RSUs issued under our ~~2020 Independent Director~~ Equity Incentive Plan. We use the “if-converted” method to determine the potentially dilutive effect of our outstanding Class B ordinary shares, and the treasury stock method to determine the potentially dilutive effect of the unvested RSUs.

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Prior to the IPO, our capital structure included unitholder interests and shareholder interests. We analyzed the calculation of earnings per interest unit for periods prior to the IPO and determined that the resultant values would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore, earnings per share information has not been presented for the three and six months ended June 30, 2019.

Our Class B ordinary ~~shares.~~shares, Class R redeemable shares and deferred shares do not share in the earnings or losses attributable to ~~Royalty Pharma plc~~us and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share offor Class B ordinary shares, Class R redeemable shares and deferred shares under the two-class method has not been presented. Our Class B ordinary shares are, however, considered potentially dilutive shares of Class A ordinary shares because shares of Class B ordinary shares, together with the related RP Holdings Class B Interests, are exchangeable into ~~shares of~~ Class A ordinary shares on a one-for-one basis. For the three and six months ended June 30, 2021 and 2020, Class B ordinary shares ~~was~~contingently issuable to EPA Holdings were evaluated and were determined not to have any dilutive impact.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A ordinary share for the three and six months ended June 30, 2021 (in thousands, except per share amounts).


	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021

Numerator
Consolidated Net Income	$	806,755		$	965,734
Less: Net income attributable to Continuing Investor Partnerships	212,961			251,506
Less: Net income attributable to non-controlling interest - Legacy Investors Partners and RPSFT	153,018			204,333
Net income attributable to Royalty Pharma plc - basic	440,776			509,895
Add: Reallocation of net income attributable to non-controlling interest from the assumed conversion of Class B ordinary shares	212,961			251,506
Net income attributable to Royalty Pharma plc - diluted	$	653,737		$	761,401

Denominator
Weighted average Class A ordinary shares outstanding - basic	409,344			399,606
Add: Dilutive effects as shown separately below
Class B ordinary shares exchangeable for Class A ordinary shares	197,773			207,508
Unvested RSUs	46			37
Weighted average Class A ordinary shares outstanding - diluted	607,163			607,151

Earnings per Class A ordinary share - basic	$	1.08		$	1.28
Earnings per Class A ordinary share - diluted	$	1.08		$	1.25

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Prior to the IPO, our capital structure included mainly unitholder interests. We analyzed the calculation of earnings per interest for periods prior to the IPO and determined that the resultant values would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore, the basic and diluted earnings per share for the three and six months ended June 30, 2020 is only applicable for the period from June 16, 2020 to June 30, 2020, which represents the period in which we had outstanding Class A ordinary shares. Additionally, Class B ordinary shares in issue were evaluated under the if-converted method for potential dilutive effects and were determined to be ~~anti-dilutive.~~

~~The basic and diluted earnings per share period~~anti-dilutive for the three and six months ended June 30, 2020, ~~represents only~~and therefore were excluded from the ~~period from June 16, 2020 to~~computation of diluted earnings per shares of Class A ordinary share. As of June 30, 2020, ~~which represents the period wherein~~ we had ~~outstanding Class A ordinary shares. We have~~ 607.1 million fully diluted Class A ~~share outstanding as of June 30, 2020.~~ ordinary shares outstanding.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A ordinary ~~shares.~~share for the three and six months ended June 30, 2020 (in thousands, except per share amounts).

(in thousands, except per share amounts) Three months ended June 30, 2020 Six months ended June 30, 2020
Basic net income per share:
Numerator
Consolidated net income $ 601,976 $ 711,072
Less: net income attributable to Continuing Investors Partnerships prior to the offering (1) 408,602 479,842
Less: net income attributable to non-controlling interest - Class B subsequent to the offering 31,560 31,560
Less: net income attributable to non-controlling interest - Legacy Investors Partnerships and RPSFT 128,342 166,198
Net income attributable to Royalty Pharma plc $ 33,472 $ 33,472
Denominator
Weighted-average shares of Class A ordinary outstanding - basic 353,979 353,979
Earnings per share of Class A common stock - basic $ 0.09 $ 0.09
Diluted net income per share:
Numerator
Net income attributable to Royalty Pharma plc $ 33,472 $ 33,472
Denominator
Weighted-average shares of Class A ordinary outstanding - basic 353,979 353,979
Dilutive effect of unvested restricted units 1 1
Weighted-average shares of Class A ordinary shares outstanding - diluted 353,980 353,980
Earnings per share of Class A ordinary shares - diluted $ 0.09 $ 0.09


	Three months ended June 30, 2020		Six months ended June 30, 2020
Numerator
Consolidated net income	$	601,976	$	711,072
Less: net income attributable to Continuing Investors Partnerships prior to the IPO (1)	408,602		479,842
Less: net income attributable to non-controlling interest - Class B subsequent to the IPO	31,560		31,560
Less: net income attributable to non-controlling interest - Legacy Investors Partnerships and RPSFT	128,342		166,198
Net income attributable to Royalty Pharma plc - basic and diluted	$	33,472	$	33,472

Denominator
Weighted average Class A ordinary shares outstanding - basic	353,979		353,979
Add: Dilutive effect of unvested RSUs	1		1
Weighted average Class A ordinary shares outstanding - diluted	353,980		353,980

Earnings per Class A ordinary share - basic	$	0.09	$	0.09
Earnings per Class A ordinary share - diluted	$	0.09	0.09

(1) Reflected as net income attributable to controlling interest on the unaudited condensed consolidated ~~statement~~statements of comprehensive ~~income~~income.

~~14. Indirect Cash Flow~~

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

14. Indirect Cash Flow

Adjustments to reconcile consolidated net income to net cash provided by operating activities are summarized ~~below.~~below (in thousands).


(in thousands)		For the six months ended June 30,
							For the Six Months Ended June 30,
		2020		2019			2021		2020
Cash flow from operating activities:	Cash flow from operating activities:					Cash flow from operating activities:
Consolidated net income	Consolidated net income	$	711,072	$	574,864	Consolidated net income	$	965,734	$	711,072
Adjustments to reconcile consolidated net income to net cash provided by operating activities:	Adjustments to reconcile consolidated net income to net cash provided by operating activities:					Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Income from financial royalty assets						Income from financial royalty assets	(1,033,039)		(937,021)
Provision for changes in expected cash flows from financial royalty assets	Provision for changes in expected cash flows from financial royalty assets	135,290		22,177		Provision for changes in expected cash flows from financial royalty assets	48,499		135,290
Amortization of intangible assets						Amortization of intangible assets	11,404		11,466
Amortization of debt discount and issuance costs						Amortization of debt discount and issuance costs	9,583		4,340

Amortization of intangible assets		11,466		12,332
Amortization of loan issuance and discount on long-term debt		4,340		5,964

Unrealized loss on derivative contracts		32,798		65,254
Unrealized gain on equity securities		(40,729)		(16,944)
Equity in (earnings)/loss of non-consolidated affiliates		(20,218)		13,673
Loss on derivative financial instruments						Loss on derivative financial instruments	4,464		32,798
Gain on equity securities						Gain on equity securities	(1,309)		(40,729)
Equity in earnings of non-consolidated affiliates						Equity in earnings of non-consolidated affiliates	(15,783)		(20,218)

Distributions from non-consolidated affiliates	Distributions from non-consolidated affiliates	31,840		14,059		Distributions from non-consolidated affiliates	22,003		31,840

Loss on extinguishment of debt	Loss on extinguishment of debt	5,405		—		Loss on extinguishment of debt	0		5,405

Share based compensation		3,740		—
Share-based compensation						Share-based compensation	1,434		3,740
Interest income accretion						Interest income accretion	(28,790)		0
Unrealized gain on available for sale debt securities						Unrealized gain on available for sale debt securities	(23,130)		0

Termination of derivative financial instruments						Termination of derivative financial instruments	0		(34,952)
Other	Other	3,398		289		Other	2,049		3,398
(Increase)/decrease in operating assets:
Financial royalty assets		(937,021)		(799,161)
Decrease/(increase) in operating assets:						Decrease/(increase) in operating assets:
Cash collected on financial royalty assets	Cash collected on financial royalty assets	1,003,504		895,150		Cash collected on financial royalty assets	1,094,094		1,003,504
Available for sale debt securities		—		(150,000)

Accrued royalty receivable	Accrued royalty receivable	1,218		(600)		Accrued royalty receivable	(988)		1,218
Other receivables		—		150,000

Other royalty income receivable	Other royalty income receivable	2,094		5,670		Other royalty income receivable	(4,683)		2,094
Other current assets	Other current assets	(12,634)		4,171		Other current assets	3,703		(12,634)
Other assets	Other assets	45,635		(26,352)		Other assets	0		45,635
Increase/(decrease) in operating liabilities:
(Decrease)/increase in operating liabilities:						(Decrease)/increase in operating liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	13,862		(769)		Accounts payable and accrued expenses	(913)		13,862
Interest payable						Interest payable	758		0
Other current liabilities						Other current liabilities	2,730		0

Derivative financial instruments		(34,952)		—
Net cash provided by operating activities	Net cash provided by operating activities	$	960,108	$	769,777	Net cash provided by operating activities	$	1,057,820	$	960,108

Non-cash investing and financing activities are summarized ~~below.~~below (in thousands).

(in thousands) For the six months ended
June 30,
2020 2019
Supplemental schedule of non-cash investing / financing activities:
Contribution of investment in Legacy Investors Partnerships (1) $ 303,679 $ —
Settlement of Epizyme forward purchase contract (2) 5,700 —
Accrued purchase obligation - Tazverik (3) 220,000 —
Repayments of long-term debt by contributions from non-controlling interest (4) 1,103,774 —
Accrued purchase obligation 1,610 —
Accrued capitalized offering costs (5) 8,897 —
(1) See Note 9
(2) See Note 4
(3) See Note 17
(4) Related to the pro rata portion of RPIFT's outstanding debt repaid by the Legacy Investors Partnerships
(5) Related to capitalized offering costs incurred in connection with our IPO that have not been paid


	For the Six Months Ended June 30,
	2021		2020
Supplemental schedule of non-cash investing / financing activities:
Receipt of contribution of investment in Legacy Investors Partnerships (Note 9)	$	0	$	303,679
Settlement of Epizyme forward purchase contract (Note 4)	0		5,700
Accrued purchase obligation - Tazverik (Note 17)	0		220,000
Repayments of long-term debt by contributions from non-controlling interest (1)	0		1,103,774
Accrued purchase obligation	0		1,610
Accrued capitalized offering costs (2)	0		8,897

(1) Related to the pro rata portion of RPIFT’s outstanding debt repaid by the Legacy Investors Partnerships
(2) Related to capitalized offering costs incurred in connection with our IPO that were not paid as of June 30, 2020

2530

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

15. Accumulated Other Comprehensive Income ~~(Loss)~~

Comprehensive income is comprised of net income and other comprehensive income/(loss). We include unrealized gains and losses on available for sale debt securities ~~and unrealized gains/(losses) on~~related to Series A Biohaven Preferred Shares, which is the ~~interest rate swaps that were designated as cash flow hedges in~~only component of accumulated other comprehensive ~~income/(loss).~~income as of June 30, 2021 and December 31, 2020.

Changes in accumulated other comprehensive ~~income/(loss) by component~~income are as ~~follows:~~follows (in thousands):

Unrealized gain/(loss) on available for sale debt securities Unrealized gain/(loss) on interest rate swaps Total Accumulated Other Comprehensive Income/(Loss)
(in thousands)
Balance at December 31, 2019 $ 6,159 $ (4,066) $ 2,093
Reclassifications to income — 4,066 4,066
Activity for the period 48,378 — 48,378
Reclassifications to NCI (24,022) — (24,022)
Balance at June 30, 2020 $ 30,515 $ — $ 30,515


	Unrealized gain/(loss) on available for sale debt securities

Balance at December 31, 2020	$	34,395
Reclassifications to net income	(15,588)
Activity for the period	6,060

Reclassifications from non-controlling interest	3,805

Balance at June 30, 2021	$	28,672

The total reclassification of unrealized gains on available for sale debt securities of $28.8 million for the six months ended June 30, 2021 is presented in earnings within Interest income on the condensed consolidated statements of comprehensive income, including $15.6 million attributable to controlling interest as noted in the table above and $13.2 million attributable to the non-controlling interest.

16. Related Party Transactions

The Manager

The Manager is the investment manager of Royalty Pharma and its subsidiaries. The Manager is an affiliate of RP Ireland, is the ~~Administrator~~administrator of RPIFT, ~~and RPI 2019 Intermediate Finance Trust ("~~RPI Intermediate ~~FT")~~FT and ~~is the investment manager for RPI.~~RPSFT. The sole member of the Manager, Pablo Legorreta, holds an interest in ~~the Company~~us and serves as ~~the Company’s~~our Chief Executive Officer and Chairman of the ~~Board,~~board of directors, and as a director on the board of directors of RP Holdings.

~~Historically,~~In connection with the Exchange Offer Transactions (discussed in Note 1–Organization and Purpose), the Manager entered into Management Agreements with us and our subsidiaries, the Continuing Investors Partnerships, and with the Legacy Investors Partnerships. Pursuant to the Management Agreements, we pay quarterly operating and personnel expenses to the Manager or its affiliates (“Operating and Personnel Payments”) equal to 6.5% of the Adjusted Cash Receipts (both, as defined in the Management Agreement) for such quarter and 0.25% of the GAAP value of our security investments as of the end of such quarter. The operating and personnel payments for Old RPI, an obligation of the Legacy Investors Partnerships as a non-controlling interest in Old RPI and for which the expense is reflected in our income statement, is calculated as the greater of $1 million per quarter and 0.3125% of Royalty Investments (as defined in the limited partnership agreements of the Legacy Investor Partnerships) during the previous twelve calendar months. During the three and six months ended June 30, 2021, total operating and personnel payments incurred were $32.4 million and $68.1 million, respectively, including the amount attributable to Old RPI, and are recognized within General and administrative expenses on the condensed consolidated statements of comprehensive income.

Prior to the Exchange Date, the Manager received ~~Operating~~operating and ~~Personnel Payments~~personnel payments payable in equal quarterly installments ~~and increasing~~that increased by 5% annually on a compounded basis under the terms of its management agreement with Old RPI and the Legacy Investors Partnerships. RP Ireland receives an annual management fee payable in advance by Old RPI in equal quarterly installments under terms of the ~~Limited Partnership Agreements~~limited partnership agreements of the Legacy Investors Partnerships. Operating and Personnel Payments incurred during the three and six months ended June 30, 2019 were $15.0 million and $30.0 million, respectively and were recognized within General and administrative expenses on the condensed consolidated statements of comprehensive income.

~~In connection with~~After the Exchange Offer Transactions (discussed in Note 1), the Manager has entered into new management agreements with RPI and its subsidiaries, the Continuing Investors Partnerships, and with the Legacy Investors Partnerships. Pursuant to the new management agreements, RPI pays quarterly Operating and Personnel Payments in respect ofDate, operating and personnel ~~expenses to~~payments were calculated in accordance with the ~~Manager or its affiliates equal to 6.5% of~~methodology discussed in the Adjusted Cash Receipts (as defined therein) for such quarter and 0.25% of the GAAP value of our security investments as of the end of such quarter. The Operating and Personnel Payment for Old RPI, an obligation of the Legacy Investors Partnerships as a non-controlling interest in Old RPI and for which the expense is reflected in our income statement, is payable in equal quarterly installments and increases by 5% annually on a compounded basis. Operating and Personnel Payments incurred duringparagraph above. During the three and six months ended June 30, 2020, total operating and personnel payments incurred were $27.6 million and $47.3 million, ~~respectively.~~

respectively, and were recognized within
General and administrative expenses

~~Royalty Distribution Payable~~

~~The Royalty distribution payable to affiliates~~ on the condensed consolidated statements of $122.8 million at June 30, 2020 includes the following: (1) $96.2 million of royalty receipts due from Old RPI to RPI Intermediate FT in connection with the Legacy Investors Partnerships' non-controlling interest in Old RPI that arose in the Reorganization Transactions, and (2) $26.6 million of royalty receipts due from RPCT to RP Select Finance Trust in connection with its non-controlling interest in RPCT. The Royalty distribution payable to affiliates of $31.0 million at December 31, 2019 represents royalty receipts due from RPCT to RPSFT. The accrual is recorded based on estimated royalty receipts for the period, which are derived from estimates generated from analyst consensus forecasts for each product, and will be collected one quarter in arrears, and is payable to the non-controlling interest owners under the terms of collection account control agreements whereby RPCT and Old RPI are required to disperse royalty receipts collected to the minority owners in proportion to their ownership interests.comprehensive income.

2631

~~Royalty Pharma plc and Subsidiaries~~ROYALTY PHARMA PLC

~~Notes to the Condensed Consolidated Financial Statements~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(UNAUDITED)

Distribution Payable to Non-Controlling Interest

The Distribution payable to non-controlling interest represents the contractual cash flows required to be distributed based on the Legacy Investors Partnerships’ non-controlling interest in Old RPI and RPSFT’s non-controlling interest in RPCT. The Distribution payable to non-controlling interest as of June 30, 2021 and December 31, 2020 included the following (in thousands).


	As of June 30, 2021		As of December 31, 2020
Due to Legacy Investors Partnerships	$	106,031	$	100,047
Due to RPSFT	11,347		26,319
Total distribution payable to non-controlling interest	$	117,378	$	126,366

Acquisition from Epizyme ~~Inc.~~

In November 2019, in connection with an equity investment in Epizyme ~~Inc.~~ of $100.0 million made by RPIFT, Pablo Legorreta, ~~Royalty Pharma’s CEO,~~our Chief Executive Officer, was appointed as a director of Epizyme, for which he ~~will~~received, and continues to receive, compensation in cash and shares of Epizyme, all of which will be contributed to the Manager and used to reduce costs and expenses, which would otherwise be billed to ~~the Company~~us or ~~its~~our affiliates.

Acquisition from Bristol-Myers Squibb

In November 2017, RPI ~~Acquisition~~Acquisitions entered into a ~~Purchase Agreement~~purchase agreement with Bristol-Myers Squibb (“BMS”) to acquire from BMS a percentage of its future royalties on worldwide sales of Onglyza, Farxiga, and related diabetes products marketed by ~~AstraZeneca.~~AstraZeneca (the “Purchase Agreement”). We agreed to make payments to BMS based on sales of the products over ~~the~~ eight quarters beginning with the first quarter of 2018 in exchange for a high single-digit royalty on worldwide sales of the products from 2020 through 2025.

On December 8, 2017, RPI Acquisitions entered into a purchase, sale and assignment agreement (“Assignment Agreement”) with a wholly owned subsidiary of BioPharma Credit PLC ~~(LSE: BPCR, “BPCR”~~(“BPCR”), an affiliate of ~~RPI.~~us. We considered BPCR isas a related ~~entity~~party due to the sole member of the ~~investment manager~~Manager having significant influence over ~~both entities.~~BPCR’s investment manager. Under the terms of the Assignment Agreement, RPI Acquisitions assigned the benefit of 50% of the payment stream acquired from BMS to BPCR in consideration for BPCR meeting 50% of the funding obligations owed to BMS under the Purchase Agreement.

We began making installment payments to BMS ~~during~~in 2018 and completed our funding requirement, net of the ~~second quarter~~assigned funding obligations, totaling $162.4 million in the three months ended March 31, 2020. During the three months ended March 31, 2020, installment payments made to BMS totaled $24.3 million, of ~~2018.~~which RPI Acquisitions funded $12.1 million. Upon transfer of funds from BPCR to RPI Acquisitions to meet the quarterly funding obligation to BMS, RPI Acquisitions ~~derecognizes~~derecognized 50% of the financial royalty asset. Cash received from BPCR in respect of each funding obligation ~~equals~~equaled the carrying amount of the assigned transfer of interest, therefore no gain or loss iswas recognized upon the transfer. ~~The~~

We began to measure this financial royalty asset ~~of $159.6 million and $150.3 million included in financial royalty assets, net on~~using the ~~condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019, respectively, represents only the Company's right to the future payment streams acquired from BMS.~~

~~Our funding was completed in the first quarter of 2020. We have funded a cumulative amount of $162.4 million, net of the assignment. We began to recognize income from the BMS asset when~~effective interest method once our installment funding obligation was completed and we received our first royalty payment in the three months ended June 30, 2020. As of June 30, 2021 and December 31, 2020, the financial royalty asset of $141.2 million and $150.6 million, respectively, included in Financial royalty assets, neton the ~~BMS asset in~~condensed consolidated balance sheets represents only our right to the ~~second quarter of 2020.~~future payment streams acquired from BMS.

Other transactions

Henry Fernandez, the lead independent director of our board of directors, serves as the chairman and chief executive officer of MSCI, Inc (“MSCI”). On April 16, 2021, we entered into an agreement with MSCI with an initial term of seven years to assist MSCI in the design of a classification framework and index methodologies in order to expand MSCI’s thematic index suite with the launch of new indexes. In return, we will receive a percentage of MSCI’s revenues from those indexes. No amounts were due from MSCI as of both June 30, 2021 and December 31, 2020. We do not expect the financial statement impact associated with this transaction to be material for the year ended December 31, 2021.

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In connection with the Exchange Offer Transactions, we acquired the Legacy SLP Interest from the Continuing Investors Partnerships in exchange for issuing shares in our subsidiary. As a result, we became a special limited partner in the Legacy Investors Partnerships. The Legacy Investors Partnerships own a non-controlling interest in Old RPI. Refer to Note 9–Non-Consolidated Affiliates for additional discussion.

During the three and six months ended June 30, 2020, the Company reimbursed Pablo Legorreta, Royalty Pharma’s CEO, approximately $1.0 million for the cost of purchasing and donating ventilators to hospitals on behalf of Royalty Pharma.

~~During the year ended December 31, 2019,~~ RPIFT ~~acquired~~owns 27,210 limited partnership interests in ~~an affiliate of, and an equity method investor in, Old RPI and RPIFT,~~the Continuing Investors Partnership whose only substantive operations are ~~its~~their investment in ~~Old RPI.~~our subsidiaries. The total investment of $4.3 million is recorded as treasury interests, of which ~~$2.1~~$1.6 million isand $1.9 million are held by non-controlling ~~interests in the consolidated balance sheet~~interest as of June 30, ~~2020.~~2021 and December 31, 2020, respectively.

Based on its ownership percentage of ~~Royalty Pharma Investments 2019 ICAV~~RP Holdings relative to the Company, each Continuing Investor Partnership pays a pro rata portion of any costs and expenses in connection with the contemplation of, formation of, listing and ongoing operation of ~~the Company~~us and any ~~subsidiary~~ of ~~the Company,~~our subsidiaries, including any third-party expenses of managing ~~the Company~~us and any ~~subsidiary~~ of ~~the Company,~~our subsidiaries, such as accounting, audit, legal, reporting, compliance, administration (including directors’ fees), financial advisory, consulting, investor relations and insurance expenses relating to ~~the~~our affairs and those of ~~the Company and~~ any ~~subsidiary of the Company.~~subsidiary.

17. Commitments and Contingencies

In the ordinary course of its business, we may enter into contracts or agreements that contain customary indemnifications relating to such things as confidentiality agreements and representations as to corporate existence and authority to enter into contracts. The maximum exposure under such agreements is indeterminable until a claim, if any, is made. However, no such claims have been made against ~~Royalty Pharma~~us to date and we believe that the likelihood of such proceedings taking place in the future is remote.

On June 2, 2021, we announced a long-term strategic funding partnership of up to $2.025 billion with MorphoSys to support MorphoSys’ acquisition of Constellation, which closed on July 15, 2021. In connection with the closing of MorphoSys’ acquisition of Constellation, we made an upfront payment of $1.425 billion to MorphoSys and purchased 1,337,552 ordinary shares of MorphoSys for $100 million at a price of €63.35 per ordinary share, based on the average trading price of the ordinary shares over a period preceding the closing of the acquisition. As part of the funding agreement, we also agreed to make additional milestone payments of up to $150 million and provide up to $350 million of Development Funding Bonds, which MorphoSys may draw over a one-year period from the close of its acquisition of Constellation. MorphoSys is required to draw a minimum of $150 million, for which we have recognized the Development Funding Bond Forward within Available for sale debt securities on the condensed consolidated balance sheet as of June 30, 2021 (See Note 3–Available for Sale Debt Securities for additional discussion). In return, we acquired MorphoSys’ right to receive future royalties on Johnson & Johnson’s Tremfya (guselkumab) and rights to receive royalties and certain milestone payments on 4 development-stage therapies including gantenerumab, otilimab, pelabresib and CPI-0209. We expect to receive a return of 2.2 times the amount funded on the Development Funding Bonds payable on a quarterly basis over nine years, with the first payment beginning two years after the funding.

On August 7, 2020, we entered into a funding agreement with Biohaven, including the Series B Biohaven Preferred Share Agreement, for up to $450.0 million to fund the development of zavegepant and the commercialization of Nurtec ODT in exchange for royalties and success-based milestones. Biohaven received $150.0 million at closing and received an additional $100.0 million in the three months ended March 31, 2021, upon the start of the oral zavegepant Phase 3 program. Pursuant to the Series B Biohaven Preferred Share Agreement, we agreed to provide further support for the ongoing launch of Nurtec ODT with the purchase of committed, non-contingent Commercial Launch Preferred Equity for a total of $200.0 million payable on a quarterly basis between March 31, 2021 and December 31, 2024. In return, Biohaven will be required to redeem the Series B Biohaven Preferred Shares in a series of equal fixed quarterly payments between March 31, 2025 and December 31, 2030. During the three months ended March 30, 2021, we began purchasing the Series B Biohaven Preferred Shares. We have a remaining commitment of $164.8 million under the Commercial Launch Preferred Equity, for which we have recognized the Series B Forwards within Available for sale debt securities on the condensed consolidated balance sheet as of June 30, 2021 (See Note 3–Available for Sale Debt Securities for additional discussion),

ROYALTY PHARMA PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In November 2019, RPIFT agreed to pay $330.0 million to purchase Eisai’s royalties on future worldwide sales of Tazverik (tazemetostat), a novel targeted therapy in late-stage clinical development that was approved by the FDA in January 2020 for

~~Royalty Pharma plc and Subsidiaries~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

epithelioid sarcoma, and with the potential to be approved in several cancer indications. Under the terms of its agreement with Eisai, RPIFT acquired Eisai’s future worldwide royalties on net sales by Epizyme of Tazverik outside of Japan, for an upfront payment of $110.0 million plus up to an additional $220.0 million for the remainder of the royalty upon FDA approval of Tazverik for certain indications. The FDA approval of Tazverik in January 2020 triggered our obligation to fund the second $110.0 million tranche in November 2020. In June 2020, the FDA approval of additional indications of Tazverik triggered our obligation to fund the final $110.0 million tranche in November ~~2021. The second and the final $110.0 million tranches are~~2021, which is recorded ~~in the current and long-term liabilities~~as Accrued purchase obligation on the condensed consolidated balance sheet atas of June 30, ~~2020, respectively.~~2021.

We have commitments to advance funds to counterparties through our ~~contingent funding of the Second Tranche of Biohaven Preferred Shares, our~~ investment in the Avillion Entities and ~~research and development~~R&D arrangements. Please refer to ~~Notes 4, 9,~~Note 9–Non-Consolidated Affiliates and ~~10,~~Note 10–Research & Development (“R&D”) Funding Expense, respectively, for details of these arrangements. We also have requirements to make Operating and Personnel Payments over the life of the management agreement as described in Note ~~16,~~16–Related Party Transactions, which are variable and based on ~~projected~~ cash receipts.

Legal Proceedings

We are a party to ~~various~~ legal ~~actions. The most significant~~actions with respect to a variety of matters in the ordinary course of business. Some of these ~~are described below.~~proceedings may be based on complex claims involving substantial uncertainties and unascertainable damages. Unless otherwise noted, it is not possible to determine the ~~outcome~~probability of loss or estimate damages, and therefore we have not established accruals for any of these ~~matters, and we cannot reasonably estimate the maximum potential exposure or the range of possible loss. We did not have any material accruals for the matter described below~~proceedings in our condensed consolidated balance sheets as of June 30, ~~2020~~2021 and December 31, ~~2019.~~

~~In December 2015, Boehringer Ingelheim International GmBH (“BI”) notified Royalty Pharma~~2020. When we determine that ~~(a) BI had revised its interpretation~~a loss is both probable and reasonably estimable, we record a liability, and, if the liability is material, we disclose the amount of the ~~license agreement between BI and Royalty Pharma, (b) as~~liability reserved. We do not believe the outcome of any existing legal proceedings to which we are a ~~result BI believed that it had overpaid royalties on sales~~party, either individually or in the aggregate, will adversely affect our business, financial condition or results of Tradjenta, Jentadueto and Glyxambi, the DPP-IVs, for periods prior to 2015 by €7.7 million, and (c) BI was seeking a refund in that amount. Management does not agree with BI’s interpretation of the license agreement and has had extensive discussions with BI in an effort to reach an amicable settlement of this dispute. On January 21, 2019, RPCT filed a lawsuit in England against BI seeking recovery of €23.1 million in underpaid royalties. We intend to pursue this claim vigorously, but there can be no assurance that we will prevail in this dispute. Due to the uncertainty at this time, we have not accrued any amounts related to this matter and any legal costs will be expensed as incurred.operations.

18. Subsequent Events

In connection with the closing of MorphoSys’ acquisition of Constellation on July ~~2020,~~15, 2021, we ~~acquired a royalty on risdiplam, a development-stage product candidate for the treatment of spinal muscular atrophy (SMA) from PTC Therapeutics, Inc., in exchange for~~made an upfront payment of ~~$650 million.~~$1.425 billion to MorphoSys and purchased 1,337,552 ordinary shares of MorphoSys for $100 million at a price of €63.35 per ordinary share, based on the average trading price of the ordinary shares over a period preceding the closing of the acquisition. See Note 17–Commitments and Contingencies for additional discussion.

~~In August 2020,~~On July 26, 2021, we ~~entered into an expanded agreement~~issued $1.3 billion of 2021 Notes which is comprised of $600.0 million principal amount of 2031 Notes issued at 98.263% of par and $700.0 million principal amount of 2051 Notes issued at 97.565% of par with ~~Biohaven Pharmaceuticals~~a coupon rate of 2.15% and 3.35%, respectively. See Note 11–Borrowings for ~~up to $450 million to fund the development of zavegepant and the commercialization of Nurtec ODT. Biohaven will receive a $150 million upfront payment and an~~ additional $100 million payment upon the start of the oral zavegepant phase 3 program in exchange for a royalty on Nurtec ODT and zavegepant and success-based milestone payments based on zavegepant regulatory approvals. We will also provide further support for the ongoing launch of Nurtec ODT through the purchase of committed, non-contingent Commercial Launch Preferred Equity for a total of $200 million payable between 2021 and 2024.discussion.

2834

Item 2. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition, cash flows and other changes in financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and the accompanying ~~Notes~~notes to our consolidated financial statements included in ~~the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended~~our Annual Report on ~~June 17, 2020 (“the Prospectus”).~~Form 10-K. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth ~~“in Part II, Item 1A. Risk Factors” and~~in Special Note Regarding Forward-Looking Statements included elsewhere in this Quarterly Report on Form 10-Q and in ~~the Prospectus.~~Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K.

Royalty Pharma plc is ~~a newly formed~~an English public limited company incorporated under the laws of England and Wales that was created for the purpose of consolidating our predecessor entities and facilitating the initial public offering (“~~the~~ IPO”) of our Class A ordinary shares that was completed in June 2020. “Royalty Pharma,~~” “Royalty Pharma Investments,” “RPI,~~” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc and its subsidiaries on a consolidated basis. After the consummation of the ~~Reorganization~~Exchange Offer Transactions (as defined below) and execution of the Management Agreement (as defined below) (collectively, the “Reorganization Transactions”) in February 2020 and before the consummation of the ~~Offering,~~IPO, “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma Investments 2019 ~~ICAV.~~ICAV (“RPI 2019 ICAV”). Prior to the Reorganization Transactions, “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma Investments, an Irish unit trust (“Old ~~RPI. Refer to Note 1 to our condensed consolidated financial statements for further discussion.~~RPI”).

Business Overview

We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. Since our founding in 1996, we have been pioneers in the royalty market, collaborating with innovators from academic institutions, research hospitals and not-for-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. We have assembled a portfolio of royalties which entitles us to payments based directly on the top-line sales of many of the industry’s leading therapies, which includes royalties on more than 45 commercial products, including AbbVie and J&J’s Imbruvica, Astellas and Pfizer’s Xtandi, Biogen’s Tysabri, Gilead’s Trodelvy, Merck’s Januvia, Novartis’ Promacta, Vertex’s Kalydeco, ~~Trikafta, Truvada, Tysabri~~Orkambi, Symdeko/Symkevi and ~~Xtandi.~~Trikafta/Kaftrio, and nine development-stage product candidates. We fund innovation in the biopharmaceutical industry both directly and ~~indirectly—~~indirectly - directly when we partner with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when we acquire existing royalties from the original innovators.

Our capital-efficient business model enables us to benefit from many of the most attractive characteristics of the biopharmaceutical industry, including long product life cycles, significant barriers to entry and noncyclical revenues, but with substantially reduced exposure to many common industry challenges such as early stage development risk, therapeutic area constraints, high research and development costs, and high fixed manufacturing and marketing costs. We have a highly flexible approach that is agnostic to both therapeutic area and treatment modality, allowing us to acquire royalties inon the most attractive therapies across the biopharmaceutical industry. The success of our business has been the result of a focused strategy of actively identifying and tracking the development and commercialization of key new therapies, allowing us to move quickly to make acquisitions when opportunities arise. We acquire royalties on approved products, often in the early stages of their commercial launches, and development-stage product candidates with strong proof of concept data, mitigating development risk and expanding our opportunity set.

We classify our royalty acquisitions by the approval status of the therapy at the time of acquisition:

•Approved Products – We acquire royalties in approved products that generate predictable cash flows and may offer upside potential from unapproved indications. Since inception in 1996 ~~and~~ through ~~2019,~~2020, we have deployed ~~$12~~$13.2 billion of cash to acquire royalties on approved products. From 2012 through ~~2019,~~2020, we have acquired ~~$7.0~~$8.4 billion of royalties on approved products.

•Development-Stage Product Candidates – We acquire royalties on development-stage product candidates that have demonstrated strong clinical proof of concept. From 2012, when we began acquiring royalties on development-stage product candidates, through ~~2019,~~2020, we have deployed ~~$6.1~~$7.0 billion to acquire royalties on development-stage product candidates.

While we classify our acquisitions in these two broad ~~segments,~~categories, several of our acquisitions of royalties on approved products were driven by the long-term potential of these products in other, unapproved indications. Similarly, some of our royalty acquisitions in development-stage product candidates are for products that are approved in other indications.

We acquire product royalties in a variety of ways that can be tailored to the needs of our partners. We classify our product royalty acquisitions according to the following structures:

•Third-party Royalties – A royalty is the contractual right to a percentage of top-line sales from a licensee’s use of a product, technology or intellectual property. The majority of our current portfolio consists of ~~royalties that had been previously created by other parties prior to our acquisition.~~third-party royalties.

•Synthetic / Hybrid Royalties – A synthetic royalty is the contractual right to a percentage of top-line sales created by the developer and/or marketer of a therapy in exchange for funding. In many of our synthetic ~~royalty acquisitions,~~royalties, we also make investments in the public equity of the company, where the main value driver of the company is the product on which we concurrently acquired a royalty.

•Research & Development (“R&D&D”) Funding – We fund R&D, typically for large biopharmaceutical companies, in exchange for future royalties and/or milestones if the product or indication we are funding is approved.

•Mergers and Acquisitions (“M&A&A”) – We acquire royalties in connection with ~~mergers and acquisitions~~M&A transactions, often from the buyers of biopharmaceutical companies when they dispose of the non-strategic assets of the target company following the closing of the acquisition. We also seek to partner with companies to acquire other biopharmaceutical companies that own significant royalties. We may also seek to acquire biopharmaceutical companies that have significant royalties or where we can create royalties in subsequent transactions.

Background and Format of Presentation

~~Royalty Pharma plc is~~In connection with our IPO, we consummated an exchange offer on February 11, 2020 (the “Exchange Date”). Through the exchange offer, investors representing 82% of the aggregate limited partnership in the various partnerships owned by Old RPI (the “Legacy Investors Partnerships”), exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in RPI US Partners 2019, LP, a ~~newly formed English public~~Delaware limited ~~company incorporated~~partnership or RPI International Holdings 2019, LP, a Cayman Islands exempted limited partnership (together, the “Continuing Investors Partnerships”). The exchange offer transaction together with (i) the concurrent incurrence of indebtedness under a new credit facility and (ii) the ~~laws~~issuance of ~~England and Wales created for~~additional interests in Continuing Investors Partnerships to satisfy performance payments payable in respect of assets acquired prior to the ~~purpose~~date of ~~consolidating our predecessor entities and facilitating~~ the IPO ~~of our Class A ordinary shares that was completed in June 2020.~~ are referred to as the “Exchange Offer Transactions.”

Following our IPO, we operate and control the business affairs of Royalty Pharma Holdings ~~Ltd.,~~Ltd, (“RP Holdings”) through our controlling ownership of ~~100% of the~~ RP Holdings’ Class A ordinary shares ~~(“RP~~(the “RP Holdings Class A Interests”) and weRP Holdings’ Class B ordinary shares (the “RP Holdings Class B Interests”). We include RP Holdings and its subsidiaries in our ~~condensed~~ consolidated financial statements. RP Holdings is the sole owner of ~~Royalty Pharma Investments~~RPI 2019 ICAV, which is an Irish collective asset management entity formed to facilitate our Exchange Offer ~~Transactions (as discussed in Note 1 of our financial statements included in this Quarterly Report on Form 10-Q).~~Transactions.

Pursuant to the Exchange Offer Transactions, which were consummated on February 11, 2020, certain investors who invested in Old RPI through the Legacy Investors Partnerships exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in the Continuing Investors Partnerships. As a result of the Exchange Offer Transactions, ~~RPI,~~we own, through ~~its wholly-owned~~our subsidiary RPI 2019 Intermediate ~~FT, owns~~Finance Trust, a Delaware statutory trust (“RPI Intermediate FT”), an 82% economic interest in ~~82% of~~ Old RPI. Through ~~its~~our 82% indirect ownership of Old RPI, ~~RPI is~~we are legally entitled to 82% of the economics of Old RPI’s wholly-owned subsidiaries, ~~RPIFT~~RPI Finance Trust, a Delaware statutory trust (“RPIFT”) and RPI Acquisitions (Ireland), Limited (“RPI Acquisitions”), an Irish private limited company, and ~~82%~~66% of ~~the 80% of the~~Royalty Pharma Collection Trust, ~~that~~a Delaware statutory trust (“RPCT”).

The remaining 34% of RPCT is owned by ~~RPIFT.~~

the Legacy Investors Partnerships and Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”), which is wholly owned by Royalty Pharma Select, an Irish unit trust. From the Exchange Date until the expiration of the Legacy Investors Partnerships’ investment period on ~~the Legacy Date,~~June 30, 2020 (the “Legacy Date”), the Legacy Investors Partnerships had the option to participate proportionately in any investment made by Old RPI. Following the Legacy Date, Old RPI ~~has~~ ceased making new investments and each of Old RPI and the Legacy Investors Partnerships became legacy entities. Following the Legacy Date, we ~~will~~have made and plan to make new investments solely through our ~~wholly-owned~~ subsidiaries, including RPI Intermediate FT.

Our IPO was completed in June 2020, whereby we issued 89,333,920 shares of Class A ordinary shares at a price to the public of $28.00 per share, of which 71,652,250 and 17,681,670 shares were offered by the Company and selling shareholders, respectively. The number of Class A ordinary shares issued at closing included the exercise in full of the underwriters’ option to purchase 11,652,250 additional Class A ordinary shares from the Company. We received net proceeds of approximately $1.9 billion from the IPO after deducting underwriting discounts and commissions of approximately $86.3 million.The Class A ordinary shares began trading on the Nasdaq Global Select Market under the ticker symbol “RPRX” on June 16, 2020. Following the IPO, we are a holding company and our principal asset is a controlling equity interest in RP Holdings, the sole equity owner of RPI.

Following management’s determination that a high degree of common ownership exists in ~~RPI~~Royalty Pharma both before and after the Exchange Date, ~~RPI~~Royalty Pharma recognized Old RPI’s assets and liabilities at the carrying value reflected on Old RPI’s balance sheet as of the Exchange Date. Old RPI is our predecessor for financial reporting purposes. The ~~references~~results of operations in the following discussion ~~to the three and six months ended June 30, 2019 refer to~~is comprised of the financial results of Old RPI ~~for~~prior to the ~~same periods.~~Reorganization Transactions, RPI 2019 ICAV subsequent to the Reorganization Transactions and before the consummation of the IPO, and Royalty Pharma plc subsequent to the consummation of the IPO.

Understanding Our Financial Reporting

In accordance with generally accepted accounting principles in the United States ~~or GAAP,~~(“GAAP”), most of the royalties we acquire are treated as investments in cash flow streams and are thus classified as financial assets. These investments have yield components that most closely resemble loans measured at amortized cost under the effective interest accounting methodology. Under this accounting methodology, we calculate the effective interest rate on each financial royalty asset using a forecast of the expected cash flows to be received over the life of the financial royalty asset relative to the initial acquisition price. The yield, which is calculated at the end of each reporting period and applied prospectively, is then recognized via accretion into our income at the effective rate of return over the expected life of the financial royalty asset.

The preparation of our financial statements in this manner requires the use of estimates, judgments and assumptions that affect both our reported assets and liabilities and our income and revenue and expenses. The most significant judgments and estimates applied by management are associated with the measurement of income derived from our financial royalty assets, including management’s judgment in forecasting the expected future cash flows of the underlying royalties and the expected duration of the financial royalty asset. Our cash flow forecasts are generated and updated each reporting period by manually compiling sell-side equity research analysts’ consensus estimates for each of the products in which we own royalties. We then calculate our expected royalty cash flows using these consensus forecasts. In any given reporting period, any decline in the expected future cash flows associated with a financial royalty asset is recognized as a provision which is expensed through our income statement as a non-cash charge.

As a result of the non-cash charges associated with applying the effective interest method accounting methodology, our income statement activity in respect of many of our royalties can be volatile and unpredictable. Small declines in sell-side equity research analysts’ consensus forecasts over a long time horizon can result in an immediate non-cash income statement expense recognition, even though the applicable cash inflows will not be realized for many years into the future. For example, in late 2014 we acquired ~~our financial royalty asset on~~ the cystic fibrosis ~~franchise.~~franchise royalty, which was classified as a financial royalty asset. Beginning in the second quarter of 2015, declines in near-term sales forecasts of sell-side equity research analysts caused us to build up a provision for this financial royalty asset. Over the course of 10 quarters, we recognized non-cash charges to the income statement as a result of these changes in forecasts, ultimately accumulating a peak cumulative non-cash provision of $1.30 billion by September 30, 2017, including non-cash provision expense of $743.2 million in 2016 related to this financial royalty asset. With the approval of the Vertex triple combination therapy, Trikafta, in October 2019, sell-side equity research analysts’ consensus forecasts increased to reflect the larger addressable market and the increase in the expected duration of the ~~Trikafta.~~Trikafta royalty. While small reductions in the cumulative provision for the cystic fibrosis franchise were recognized in 2017 and 2018, there remained a $1.10 billion cumulative provision balance that was fully offset by a $1.10 billion credit to the provision in 2019 as a result of an increase in sell-side equity research analysts’ consensus forecasts associated with the Trikafta approval. This example illustrates the volatility caused by our accounting model. Therefore, management believes investors should not look to income from royalties and the associated provision for changes in future cash flows as a measure of our near-term financial performance or as a source for predicting future income or growth trends.

Our operations have historically been financed primarily with cash flows generated by our royalties. Due to the nature of our accounting methodology for our financial royalty assets, there is no direct correlation between our income from royalties and our royalty receipts. As noted above, income from such royalties is measured at amortized cost under the effective interest method accounting methodology. Given the importance of cash flows to management’s operation of the business and their predictability, management uses royalty receipts as the primary measure of our operating performance. Royalty receipts refer to the summation of the following line items from our GAAP Statement of Cash Flows: Cash collections from financial royalty assets, Cash collections from intangible royalty assets, Other royalty cash collections, Proceeds from available for sale debt securities, and Distributions from non-consolidated affiliates ~~(which line item is included in both Net cash provided by operating activities and Net cash used in investing activities)~~.

In addition to analyzing our results on a GAAP basis, management also reviews our results on a non-GAAP basis. The closest comparable GAAP measure to each of the non-GAAP measures that management review is Net cash provided by operating activities. The key non-GAAP metrics we focus on are Adjusted Cash Receipts, Adjusted EBITDA and Adjusted Cash Flow, each of which is further discussed in the section titled “Non-GAAP Financial Results.”

Adjusted Cash Receipts and Adjusted Cash Flow are used by management as key liquidity measures in the evaluation of our ability to generate cash from operations. Both measures are an indication of the strength of the Company and the performance of the business. Management uses Adjusted Cash Flow to compare its performance against non-GAAP adjusted net income used by companies in the biopharmaceutical industry. Adjusted EBITDA, which is derived from Adjusted Cash Receipts, is used by our lenders to assess our ability to meet our financial covenants.

Refer to the section titled “Non-GAAP Reconciliations” for additional discussion of management’s use of non-GAAP measures as supplemental financial measures.

Portfolio Overview

Our portfolio consists of royalties on more than 45 marketed therapies and ~~four~~nine development-stage product candidates. The therapies in our portfolio address therapeutic areas such as rare ~~diseases, oncology,~~disease, cancer, neurology, ~~HIV, cardiology~~infectious disease, hematology and diabetes, and are delivered to patients across both primary and specialty care settings. The table below includes royalty cash receipts for the three and six months ended June 30, 2021 and 2020 and 2019, grouped by Growth Products and Mature Products. “Growth Products” are defined as royalties with a duration expiring after December 31, 2020. We define all other royalties as Mature Products.in order of contribution to income for the three months ended June 30, 2021.

(in thousands) Three Months Ended
June 30, Six Months Ended
June 30,
Marketer Therapeutic area 2020 2019 2020 2019
Growth Products
Cystic fibrosis franchise (1) Vertex Rare diseases $ 136,119 $ 85,745 $ 235,522 $ 192,684
Tysabri Biogen Neurology 92,517 81,985 176,324 164,620
Imbruvica AbbVie/Johnson & Johnson Cancer 81,513 66,247 159,222 127,349
HIV franchise (2) Gilead, others Infectious diseases 64,692 52,193 148,579 128,576
Januvia, Janumet, Other DPP-IVs (3) Merck & Co., others Diabetes 34,859 41,082 69,647 73,820
Xtandi Pfizer, Astellas Cancer 34,131 27,040 68,908 54,608
Promacta Novartis Hematology 26,653 19,335 62,401 19,335
Farxiga/Onglyza AstraZeneca Diabetes 8,257 — 8,257 —
Prevymis Merck & Co. Infectious diseases 6,413 — 6,413 —
Crysvita Ultragenyx, Kyowa Kirin Rare diseases 2,620 — 2,620 —
Erleada Johnson & Johnson Cancer 1,772 — 3,210 —
Emgality Eli Lilly Neurology 2,236 — 4,213 —
Other Growth Products (4) 76,211 36,206 144,929 92,846
Total Royalty Receipts - Growth Products $ 567,993 $ 409,833 $ 1,090,245 $ 853,838
Mature Products
Tecfidera (5) Biogen Neurology $ — $ — $ — $ 150,000
Lyrica Pfizer Neurology 6,470 35,134 12,557 64,739
Letairis Gilead Cardiology 7,713 22,458 22,275 60,917
Remicade Johnson & Johnson, Merck & Co. Immunology — — — 6,068
Other mature products (6) 2,802 7,761 3,545 17,924
Total Royalty Receipts - Mature Products $ 16,985 $ 65,353 $ 38,377 $ 299,648


(in thousands)	Marketer	Therapeutic area	Three Months Ended June 30,				Six Months Ended June 30,
			2021		2020		2021		2020
Products
Cystic fibrosis franchise (1)	Vertex	Rare disease	$	156,023	$	136,119	$	322,832	$	235,522
Tysabri	Biogen	Neurology	92,070		92,517		178,991		176,324
Imbruvica	AbbVie/Johnson & Johnson	Cancer	87,289		81,513		176,424		159,222
Januvia, Janumet, Other DPP-IVs (2)	Merck, others	Diabetes	39,438		34,859		75,200		69,647
Xtandi	Pfizer, Astellas	Cancer	35,767		34,131		76,812		68,908
Promacta	Novartis	Hematology	32,341		26,653		76,466		62,401
HIV franchise (3)	Gilead, others	Infectious disease	28,623		64,692		75,123		148,579
Nurtec ODT/Biohaven payment (4)	Biohaven	Neurology	16,721		—		33,222		—
Cabometyx/Cometriq	Exelixis, Ipsen, Takeda	Cancer	10,129		—		10,129		—
Farxiga/Onglyza	AstraZeneca	Diabetes	9,113		8,257		17,675		8,257
Prevymis	Merck	Infectious disease	8,772		6,413		17,402		6,413
Crysvita	Ultragenyx, Kyowa Kirin	Rare disease	3,929		2,620		7,516		2,620
Emgality	Lilly	Neurology	3,550		2,236		6,814		4,213
Erleada	Johnson & Johnson	Cancer	3,116		1,772		6,220		3,210
Trodelvy	Gilead	Cancer	2,992		—		5,597		—
Evrysdi	Roche	Rare disease	2,971		—		4,648		—
IDHIFA	Bristol-Myers Squibb	Cancer	2,602		—		5,489		—


Orladeyo	BioCryst	Rare disease	957		—		969		—
Tazverik	Epizyme	Cancer	743		96		1,207		96

























Other products (5)			50,534		93,100		138,422		183,210
Total royalty receipts			$	587,680	$	584,978	$	1,237,158	$	1,128,622

(1) The cystic fibrosis franchise includes the following approved products: Kalydeco, Orkambi, ~~Symdeko~~Symdeko/Symkevi, and ~~Trikafta.~~Trikafta/Kaftrio.

(2) Januvia, Janumet, Other DPP-IVs include the following approved products: Tradjenta, Onglyza, Kombiglyze, Galvus, Eucreas and Nesina. The Other DPP-IVs are marketed by Boehringer Ingelheim, AstraZeneca, Novartis and Takeda.

(3) The HIV franchise includes the following approved products: Atripla, Truvada, Emtriva, Complera, Stribild, Genvoya, Descovy, Odefsey, Symtuza and Biktarvy. ~~The HIV franchise is marketed by Gilead, Bristol-Myers Squibb and Merck & Co.~~

~~(3) Januvia, Janumet, Other DPP-IVs include~~Royalties are received on the ~~following approved products: Eli Lilly, Tradjenta, Onglyza, Kombiglyze, Galvus, Eucreas and Nesina. The Other DPP-IVs are marketed by Boehringer Ingelheim, AstraZeneca, Novartis and Takeda.~~emtricitabine portion of sales only.

(4) Includes royalty receipts for Nurtec of $1.1 million and $2.0 million for the three and six months ended June 30, 2021, respectively, and the redemption of the Series A Biohaven Preferred Shares of $15.6 million and $31.3 million (presented as Proceeds from available for sale debt securities on the Statement of Cash Flows) for the three and six months ended June 30, 2021, respectively.

(5) Other ~~Growth Products~~products primarily include royalties on the following products: Bosulif (a product co-developed by our joint venture investee, Avillion, for which receipts are presented as Distributions ~~received~~ from non-consolidated affiliates on the Statement of Cash Flows), Letairis, Lyrica, Cimzia, ~~Conbriza/Fablyn/Viviant, Emgality,~~ Entyvio, ~~Erleada, Farxiga/Onglyza,~~ Lexiscan, Mircera, Myozyme, Nesina, ~~Nurtec, Prevymis,~~ Priligy, Soliqua ~~and Trodelvy. Other Growth Products also include contributions from the Legacy SLP Interest~~ and a distribution from Avillion in respect of the Merck KGaA Asset (defined below), for which development ceased in 2020, and for which the receipt is presented as Distributions received from non-consolidated affiliates in both the operating and investing section of the Statement of Cash Flows. Subsequent to the Exchange Offer Transactions, Other products also includes contributions from the Legacy SLP Interest (defined below).

~~(5) Receipts from Tecfidera milestone payments are presented as~~ ~~Proceeds from available for sale debt securities~~ ~~on the Statement of Cash Flows.~~

~~(6)Other Mature Products primarily include royalties on the following products: Prezista, Rotateq, Savella and Thalomid.~~

Financial Overview

Financial highlights

•Net cash provided by operating activities totaled ~~$960.1 million~~$1.1 billion and ~~$769.8~~$960.1 million for the six months ended June 30, 2021 and 2020, ~~and 2019,~~ respectively. Net cash provided by operating activities is the ~~most~~closest comparable GAAP financial measure to the supplemental non-GAAP liquidity measures that follow.

•Adjusted Cash Receipts (a non-GAAP metric) totaled ~~$844.1~~$999.0 million and ~~$1,075.6~~$844.1 million for the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

•Adjusted EBITDA (a non-GAAP metric) totaled ~~$774.1~~$917.2 million and ~~$1,028.5~~$774.1 million for the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

•Adjusted Cash Flow (a non-GAAP metric) totaled ~~$666.5~~$838.0 million and ~~$823.2~~$666.5 million for the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

Understanding Our Results of Operations

~~Following~~In connection with our IPO, Royalty Pharma plc isbecame a holding company whose principal asset is a controlling equity interest in RP Holdings, which is the sole equity owner of ~~Royalty Pharma Investments~~RPI 2019 ICAV, ~~and~~an entity that is included in our condensed consolidated financial statements. We report non-controlling ~~interests~~interest related to four minority interests in our subsidiaries held by third parties.

1. The first minority interest is attributable to the Legacy Investors Partnerships’ 18% ownership interest in Old RPI. The value of this non-controlling interest will decline over time as the assets in Old RPI expire.

2.The second minority interest is attributable to the RP Holdings’ Class C ordinary share (the “RP Holdings Class C Special ~~Interests~~Interests”) held by RPI EPA Holdings, ~~described under “Certain Relationships and Related Party Transactions—Equity Performance Awards” in our Prospectus.~~LP (“EPA Holdings”), an affiliate of the Manager. Income will not be allocated to this non-controlling interest until certain conditions are met, which we do not expect to occur for several years.

3.The third minority interest is attributable to the RP Holdings Class B Interests held indirectly by the Continuing Investors Partnerships, which represent ~~approximately 40%~~an approximate 30% ownership interest in RP Holdings as of June 30, 2021 and are exchangeable for our Class A ordinary ~~shares of Royalty Pharma plc following the expiration of the underwriter lockup.~~shares. The value of this non-controlling interest will decline over time if the investors who indirectly own the RP Holdings Class B Interests exchange those shares for our Class A ordinary shares. During the three and six months ended June 30, 2021, 34,089 thousand and 38,810 thousand RP Holdings Class B Interests were exchanged for our Class A shares, ~~of Royalty Pharma plc.~~respectively.

4.The fourth minority interest is attributable to a de minimis interest in ~~the Collection Trust~~RPCT held by ~~certain legacy investors~~RPSFT as a result of a 2011 reorganization ~~transaction that created a prior legacy entity.~~transaction. The value of this non-controlling interest will decline over time as the assets in ~~the Collection Trust~~RPCT expire and is expected to be substantially eliminated by the end of 2022.

The fourth non-controlling interest related to ~~RPSFT’s~~ ownership in ~~the Collection Trust~~RPCT held by RPSFT, is the only non-controlling interest that existed prior to the ~~Reorganization Transactions and, therefore, exists in the historical financial statements for periods through December 31, 2019 discussed in this MD&A.~~Exchange Offer Transactions. The non-controlling interest related to the Legacy Investors Partnerships’ 18% ownership interest in Old RPI ~~exists from the Exchange Date and~~ is reflected in our financial statements ~~for~~from and after the ~~first quarter of 2020.~~Exchange Date. The other two non-controlling interests are reflected in our financial statements from and after the date of our IPO. All of the results of operations of RP Holdings, Old RPI and ~~the Collection Trust~~RPCT are consolidated into ~~the~~our financial ~~statements of Royalty Pharma plc.~~statements.

Following the ~~Reorganization Transactions, the Manager is entitled to receive Operating and Personnel Payments while~~IPO, EPA Holdings is entitled to receive Equity Performance Awards through its RP Holdings Class C Special ~~Interests following the IPO.~~Interests. Equity Performance Awards owed to EPA Holdings will be recognized as an equity transaction when the obligation becomes due and will impact the income allocated to non-controlling ~~interests~~interest related to the RP Holdings Class C Special Interests at that time.We do not currently expect any material Equity Performance Awards to be payable until the mid to late 2020s.

Total income and other revenues

Total income and other revenues is primarily comprised of income from our financial royalty assets, royalty revenue from our intangible royalty assets, and royalty income arising from successful commercialization of products developed through joint ~~research and development~~R&D funding arrangements. Most of our royalties on both approved products and development-stage product candidates are classified as financial assets as our ownership rights are generally passive in nature. In instances in which we acquire a royalty asset that does include more substantial rights or ownership of the underlying intellectual property, we classify such royalty assets as intangible assets.

~~The majority of our royalties are recorded as financial assets, for which we~~We recognize interest ~~income.~~income related to our financial royalty assets. Royalty revenue relates solely to revenue from our DPP-IV patent estate for which the patent rights have been licensed to various counterparties. For the three and six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, the royalty payors accounting for ~~greater than~~ 10% or more of our total income and other revenues in any one period are shown in the table below:

Contribution to total income and other revenues for the
Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
Royalty payor Royalty asset
Vertex Cystic fibrosis franchise 29 % 23 % 29 % 23 %
AbbVie Imbruvica 19 % 19 % 19 % 19 %
Gilead HIV franchise 12 % 14 % 13 % 14 %
Biogen Tysabri 11 % 12 % 11 % 13 %



		Three Months Ended June 30,				Six Months Ended June 30,
Royalty payor	Royalty asset	2021		2020		2021		2020
Vertex	Cystic fibrosis franchise	33	%	29	%	33	%	29	%
AbbVie	Imbruvica	17	%	19	%	17	%	19	%
Gilead	HIV franchise, Letairis, Trodelvy (1)	5	%	14	%	8	%	15	%
Biogen	Tysabri	9	%	11	%	9	%	11	%

(1) We began recognizing income related to Trodelvy in the three months ended June 30, 2020.

Income from financial royalty assets

Our financial royalty assets represent investments in cash flow streams with yield components that most closely resemble loans measured at amortized cost under the effective interest method. We calculate the effective interest rate using forecasted expected cash flows to be received over the life of the royalty asset relative to the initial acquisition price. ~~The accretable yield~~Interest income is ~~accreted into income~~recognized at the effective rate of return over the expected life of the ~~assets,~~asset, which is calculated at the end of each reporting period and applied prospectively. As changes in sell-side equity research ~~analyst~~analysts’ consensus estimates are updated on a quarterly basis, the effective rate of return changes. For example, if sell-side equity research analysts’ consensus forecasts increase, the yield to derive income on a financial royalty asset will increase and result in higher income for subsequent periods. ~~Refer to Note 2 in our 2019 audited consolidated financial statements for additional information.~~

Variables affecting the recognition of interest income from financial royalty assets on individual products under the perspective effective interest method include any one of the following: (1) additional acquisitions, (2) changes in expected cash flows of the underlying pharmaceutical products, derived primarily from sell-side equity research analysts’ consensus forecasts, (3) regulatory approval of additional indications which leads to new cash flow streams, (4) changes to the duration of the royalty (i.e., patent expiration date) and (5) amounts and timing of royalty receipts. Our ~~royalties classified as~~ financial royalty assets are directly linked to sales of underlying pharmaceutical products whose life cycle typically peaks at a point in time, followed frequently by declining sales trends due to the entry of generic competition, resulting in natural declines in the asset balance and periodic

interest income over the life of our royalties. The recognition of income from royalties requires management to make estimates and assumptions around many factors, including those impacting the variables noted above.

Revenue from intangible royalty assets

Revenue from intangible royalty assets is derived from our Januvia, Janumet and other DPP-IV patents classified as intangible royalty assets.

Other royalty income

Other royalty income primarily includes income from former royalties for which the asset balances have been fully ~~depleted~~amortized and royalty income from synthetic royalties arising out of ~~research and development~~R&D funding arrangements. Occasionally, a royalty asset may be ~~depleted~~amortized on an accelerated basis due to collectability concerns, which, if resolved, may result in future cash collections when no financial royalty asset remains. Similarly, we may continue to collect royalties on a financial royalty asset beyond the estimated patent expiration date by which the financial asset was amortized in full. In each scenario where a financial royalty asset no longer remains, income ~~on such royalty asset~~ is recognized as ~~Other~~other royalty ~~income~~.

~~Research and development funding expense~~

R&D funding expense (“R&D”) consists of (1) upfront R&D payments we have made to counterparties to acquire royalties on development-stage product candidates and (2) amounts we incurred to jointly fund development-stage product candidates undergoing clinical trials with our partners in exchange for royalties if the products are successfully developed and commercialized. These expenditures relate to the activities performed by our counterparties to develop and test new products, to test existing products for treatment in new indications, and to ensure product efficacy and regulatory compliance prior to launch.

~~Below is a summary of the R&D agreements in place and the associated R&D funding expense during the three and six months ended June 30, 2020 and 2019:~~

(in thousands) Three Months Ended
June 30, Six Months Ended
June 30,
Partner/ Counterparty Product Current stage of development 2020 2019 2020 2019
Pfizer Palbociclib/ Ibrance In Phase III clinical trial for adjuvant breast cancer; approved for other indications $ — $ 17,818 $ — $ 36,337
Other Various Various 5,776 3,639 13,415 8,111
Total R&D funding expense $ 5,776 $ 21,457 $ 13,415 $ 44,448
income.

Provision for changes in expected cash flows from financial royalty assets

The provision for changes in expected future cash flows from financial royalty assets includes the ~~following activities:~~following:

•the movement in the ~~Cumulative~~cumulative allowance for changes in expected future cash flows,, and

•

•expense or income related to the ~~movement in the allowance~~provision for current expected credit losses ~~upon~~subsequent to adoption of ASU 2016-13 on January 1, 2020.

The provision for changes in expected cash flows is the current period activity resulting from adjustments to the cumulative allowance for changes in expected cash flows, which is ~~a contra balance sheet account linked to our~~netted against the Financial royalty assets, net balance on the condensed consolidated balance ~~sheet.~~sheets. As discussed above, income is accreted on our financial royalty assets using the effective interest method. As we update our forecasted cash flows on a periodic basis and recalculate the present value of the remaining future cash flows, any shortfall when compared to the carrying value of the financial royalty asset is recorded directly to the income statement through the line item Provision for changes in expected future cash flows from financial royalty assets. If, in a subsequent period, there is ~~significant~~an increase in expected cash flows or if actual cash flows are significantly greater than cash flows previously expected, we reduce the cumulative allowance previously established for a financial royalty asset for the incremental increase in the present value of cash flows expected to be collected. This results in a credit to provision expense.

Most of the same variables and management’s estimates affecting the recognition of interest income on our financial royalty assets also impact the provision. In any period, we will recognize provision income (i.e., a credit to the provision) or expense as a result of the following factors: (1) changes in expected cash flows of the underlying pharmaceutical products, derived primarily from sell-side equity research analysts’ consensus forecasts, (2) regulatory approval of additional indications which leads to new cash flow streams, (3) changes to the duration of the royalty (i.e., patent expiration date) and (4) amounts and timing of royalty receipts.

Upon the adoption on January 1, 2020 of ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), we recorded a cumulative adjustment to Retained earnings of $192.7 million to recognize an allowance for current expected credit losses on ~~the portion of~~ our portfolio of financial royalty ~~assets that is subject to credit risk.~~assets. The ~~provision~~Provision for changes in expected cash flows from financial royalty assets reflects the activity for the period that relates to the change in estimates applied to calculate the allowance for current expected credit losses, namely any ~~changes in the credit ratings of the marketers responsible for paying our royalties~~new financial royalty assets with limited protective rights and changes in the underlying cash flow forecasts used in the effective interest model to measure income from our financial royalty assets.

R&D funding expense

R&D funding expense consists of (1) upfront R&D payments we have made to counterparties to acquire royalties on development-stage product candidates and (2) ongoing R&D payments to fund development-stage product candidates undergoing clinical trials with our partners in exchange for royalties if the products are successfully developed and commercialized. These expenditures relate to the activities performed by our counterparties to develop and test new products, to test existing products for treatment in new indications, and to ensure product efficacy and regulatory compliance prior to launch.

During the three and six months ended June 30, 2021 and 2020, R&D funding expense incurred primarily related to ongoing development stage funding payments under our co-funding agreement with Sanofi.

General and administrative expenses

General and administrative (“G&A”) expenses

~~G&A expenses includes~~ primarily include Operating and Personnel Payments ~~bad debt expense,~~(defined below), legal ~~reserves,~~expenses, other expenses for professional services and ~~share based~~share-based compensation.

Beginning in 2020, ~~we expect~~ the Operating and Personnel Payments paid to our Manager ~~to be~~were significantly higher than they were in historical periods. Prior to the Reorganization Transactions, the ~~Operating~~operating and ~~Personnel Payments~~personnel payments were fixed, growing at 5% ~~per annum~~annually and not linked to any financial line item. Under the ~~New Management Agreement~~management agreement which is effective from the Exchange Date (“Management Agreement”), we pay quarterly operating and personnel expenses to the Manager or its affiliates (“Operating and Personnel ~~Payment for RPI is calculated as~~Payments”) equal to 6.5% of the Adjusted Cash Receipts for each quarter and 0.25% of the GAAP value of our security investments as of the end of ~~such quarter, adjusted to reflect the actual GAAP value of our security investments.~~each quarter. The operating and personnel payments for Old RPI, an obligation of the Legacy Investors Partnerships as a non-controlling interest in Old RPI and for which the expense is reflected in our ~~condensed consolidated statements of~~net income, is payable in equal quarterly installments and ~~increases by 5% annually on a compounded basis through the Legacy Date, after which it will be~~is calculated as the greater of $1 million per quarter and 0.3125% of royalties from Royalty Investments (as defined ~~therein)~~in the limited partnership agreements of the Legacy Investors Partnerships). The expenses incurred in respect of ~~the~~ Operating and Personnel Payments are expected to comprise the most significant component of G&A expenses ~~in 2020 and~~ on an ongoing basis.

Equity in (earnings)/loss of ~~nonconsolidated~~non-consolidated affiliates

Legacy SLP Interest

In connection with the Exchange Offer Transactions, we acquired a new equity method investment from the Continuing Investors Partnerships in the form of a special limited partnership interest in the Legacy Investors Partnerships (the “Legacy SLP Interest”) in exchange for issuing shares in ~~the Company.~~our subsidiary. The Legacy SLP Interest entitles us to the equivalent of performance distribution payments that would have been paid to the general partner of the Legacy Investors Partnerships and a performance income allocation on a similar basis. The performance income allocation attributable to us is equal to the general partner’s former contractual rights to the income of the Legacy Investors Partnerships.

As the Legacy Investors Partnerships ~~are~~ no longer ~~participating~~participates in investment opportunities, the value of the Legacy SLP Interest is expected to decline over time. ~~As of the Exchange Date, our~~Our equity method investee, the Legacy Investors Partnerships, also owns a non-controlling interest in Old RPI.

The Avillion Entities

During 2014, we entered into an agreement with our equity method investee Avillion Financing I, LP (“Avillion I”) to invest up to $46.0 million over three years to fund a portion of the costs of a pivotal Phase ~~III~~3 study for Pfizer’s Bosulif (bosutinib) to expand its label into front-line chronic myeloid leukemia. The ~~FDA~~U.S. Food and Drug Administration (“FDA”) approved a supplemental New Drug Application (“sNDA”) for Pfizer’s ~~bosutinib~~Bosulif (bosutinib) in December 2017, which triggered a series of contractual fixed payments from Pfizer to Avillion I over a 10-year period, which we recognize through receipt of ~~distributions~~Distributions from non-consolidated affiliates on the Statement of Cash Flows.

In March 2017, we entered into an agreement with BAv Financing II, LP (“Avillion II”, or, together with Avillion I, the “Avillion Entities”), amended in December 2019, to invest approximately $19.0 million to fund approximately 50% of the costs of a Phase 2 clinical trial for the use of Merck KGaA’s anti-IL 17 nanobody M1095 (the “Merck KGaA Asset”) for the treatment of psoriasis in exchange for certain milestone and royalty payments. Development for the Merck KGaA Asset ceased during the three months ended June 30, 2020 and we do not expect to record significant earnings or losses in the future related to this investment.

In 2018, we agreed to fund up to approximately ~~$105~~$105.0 million over multiple years to fund a portion of the costs for Phase ~~III~~2 and 3 clinical trials of ~~our equity method investee (“~~Avillion II,~~” or together with Avillion I, the “Avillion Entities”),~~ who

simultaneously entered into a co-development agreement with AstraZeneca to advance PT027 (the “AZ ~~asset”~~Asset”) through a global clinical development program for the treatment of asthma in exchange for a series of deferred payments and success-based milestones.

In March 2017, and through an amendment in December 2019, we entered into an agreement to invest $19.0 million to fund approximately 50% of the costs of a phase II clinical trial for the use of Merck KGaA’s anti-IL 17 nanobody M1095 (the “Merck Asset”) for the treatment of psoriasis in exchange for certain milestone and royalty payments. Development for the Merck Asset ceased in 2020 and we do not expect to record significant earnings or losses in the future related to this investment.

The business model of the Avillion Entities includes partnering with global biopharmaceutical companies to perform R&D in exchange for success-based milestones and/or royalties once products are commercialized.

Other (income)/expense, net

Other (income)/expense, net primarily includes ~~the unrealized gains or losses on our derivatives,~~ the change in fair market value of our equity securities, the unrealized gains or losses on our available for sale debt securities, including related forwards and derivatives. Other (income)/expense, net also includes losses on extinguishment of debt and interest income.

Net income attributable to non-controlling interest

~~The non-controlling interest prior~~Prior to the Exchange Date, ~~as discussed earlier in this MD&A,~~the net income attributable to non-controlling interest relates to RPSFT’s 20% share of earnings in ~~the Collection Trust,~~RPCT, which is a consolidated subsidiary of Old RPI. We expect net income attributable to this non-controlling interest to decline over time as the assets in RPCT expire and to be substantially eliminated by the end of 2022.

As of and following the Exchange Date, the net income attributable to non-controlling interest ~~balance on the unaudited condensed consolidated balance sheets~~also includes ~~a new non-controlling interest related to the ownership in Old RPI by the~~ Legacy Investors Partnerships’ approximately 18% share of ~~approximately 18%.~~earnings in Old RPI. As the Legacy Investors Partnerships ~~are~~ no longer ~~participating~~participate in investment opportunities, ~~of RPI,~~ the ~~value of~~related net income attributable to this non-controlling interest is expected to decline over time.

~~Following the~~

In connection with our IPO, this line item also includes net income attributable to the RP Holdings Class B Interests held by the Continuing Investors Partnerships, and will include net income attributable to the Class C Special Interests held by EPA Holdings once certain conditions have been met. Net income attributable to the non-controlling interest related to the RP Holdings Class B Interests held by the Continuing Investors Partnerships will decline over time if the investors who indirectly own the RP Holdings Class B Interests exchange those shares for our Class A ordinary ~~shares of Royalty Pharma plc.~~shares.

Results of Operations

For the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020

The comparison of our historical results of operations for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020 is as follows:

(in thousands) Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2020 2019 $ % 2020 2019 $ %
Income and other revenues:
     Income from financial royalty assets $ 474,177 $ 416,945 $ 57,232 13.7 % $ 937,021 $ 799,161 $ 137,860 17.3 %
     Revenue from intangible royalty assets 33,445 35,476 (2,031) (5.7) % 68,428 78,722 (10,294) (13.1) %
     Other royalty income 3,310 5,187 (1,877) (36.2) % 6,362 14,608 (8,246) (56.4) %
Total income and other revenues 510,932 457,608 53,324 11.7 % 1,011,811 892,491 119,320 13.4 %
Operating expenses:
     Research and development funding expense 5,776 21,457 (15,681) (73.1) % 13,415 44,448 (31,033) (69.8) %
     Provision for changes in expected cash flows from financial royalty assets 47,278 72,210 (24,932) (34.5) % 135,290 22,177 113,113 510.0 %
     Amortization of intangible royalty assets 5,733 5,733 — — % 11,466 12,332 (866) (7.0) %
     General and administrative expenses 42,799 30,349 12,450 41.0 % 80,864 54,775 26,089 47.6 %
Total operating expenses 101,586 129,749 (28,163) (21.7) % 241,035 133,732 107,303 80.2 %
Operating income 409,346 327,859 81,487 24.9 % 770,776 758,759 12,017 1.6 %
Other (income)/expense:
     Equity in (earnings)/loss of non-consolidated affiliates (29,292) 8,144 (37,436) (459.7) % (20,218) 13,673 (33,891) (247.9) %
     Interest expense 34,189 69,168 (34,979) (50.6) % 87,773 136,434 (48,661) (35.7) %
     Other (income) expense, net (197,527) 71,777 (269,304) (375.2) % (7,851) 33,788 (41,639) (123.2) %
Total other (income) expenses, net (192,630) 149,089 (341,719) (229.2) % 59,704 183,895 (124,191) (67.5) %
Consolidated net income 601,976 178,770 423,206 236.7 % 711,072 574,864 136,208 23.7 %
     Less: Net income attributable to non-controlling interest (159,902) (27,057) (132,845) 491.0 % (197,758) (55,707) (142,051) 255.0 %
Net income attributable to controlling interest $ 442,074 $ 151,713 $ 290,361 191.4 % $ 513,314 $ 519,157 $ (5,843) (1.1) %


(in thousands)	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
	2021		2020		$		%		2021		2020		$		%
Income and other revenues:
Income from financial royalty assets	$	503,414	$	474,177	$	29,237	6.2	%	$	1,033,039	$	937,021	$	96,018	10.2	%
Revenue from intangible royalty assets	40,127		33,445		6,682		20.0	%	76,188		68,428		7,760		11.3	%
Other royalty income	11,422		3,310		8,112		245.1	%	18,763		6,362		12,401		194.9	%
Total income and other revenues	554,963		510,932		44,031		8.6	%	1,127,990		1,011,811		116,179		11.5	%
Operating expenses:
Provision for changes in expected cash flows from financial royalty assets	(243,762)		47,278		(291,040)		(615.6)	%	48,499		135,290		(86,791)		(64.2)	%
Research and development funding expense	3,122		5,776		(2,654)		(45.9)	%	5,763		13,415		(7,652)		(57.0)	%
Amortization of intangible royalty assets	5,733		5,733		—		—	%	11,404		11,466		(62)		(0.5)	%
General and administrative expenses	44,921		42,799		2,122		5.0	%	88,077		80,864		7,213		8.9	%

Total operating (income)/expense, net	(189,986)		101,586		(291,572)		(287.0)	%	153,743		241,035		(87,292)		(36.2)	%
Operating income	744,949		409,346		335,603		82.0	%	974,247		770,776		203,471		26.4	%
Other (income)/expense:
Equity in earnings of non-consolidated affiliates	(17,701)		(29,292)		11,591		(39.6)	%	(15,783)		(20,218)		4,435		(21.9)	%
Interest expense	37,426		34,189		3,237		9.5	%	74,841		87,773		(12,932)		(14.7)	%

Other income, net	(81,531)		(197,527)		115,996		(58.7)	%	(50,545)		(7,851)		(42,694)		543.8	%
Total other (income)/expense, net	(61,806)		(192,630)		130,824		(67.9)	%	8,513		59,704		(51,191)		(85.7)	%
Consolidated net income	806,755		601,976		204,779		34.0	%	965,734		711,072		254,662		35.8	%
Net income attributable to non-controlling interest	365,979		159,902		206,077		128.9	%	455,839		197,758		258,081		130.5	%
Net income attributable to controlling interest	$	440,776	$	442,074	$	(1,298)	(0.3)	%	$	509,895	$	513,314	$	(3,419)	(0.7)	%

Total income and revenues

Income from financial royalty assets

Income from financial royalty assets by product for our top products for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020 is as follows, in order of contribution to income for the six months ended June 30, ~~2020:~~2021:


(in thousands)	(in thousands)	Three Months Ended June 30,						Change					Six Months Ended June 30,					Change			(in thousands)	Three Months Ended June 30,				Change				Six Months Ended June 30,				Change
		2020		2019		$		%	2020		2019		$		%		2021		2020			$		%		2021		2020		$		%
Cystic fibrosis franchise	Cystic fibrosis franchise	$	149,013	$	103,470	$	45,543	44.0	$	289,044	$	205,578	$	83,466	40.6	Cystic fibrosis franchise	$	185,597	$	149,013		$	36,584	24.6	%	$	370,413	$	289,044	$	81,369	28.2	%
Imbruvica	Imbruvica	97,228		85,596		11,632		13.6	195,467		167,097		28,370		17.0	Imbruvica	96,315		97,228			(913)		(0.9)	%	195,430		195,467		(37)		—	%
Tysabri																Tysabri	50,650		53,955			(3,305)		(6.1)	%	101,749		110,230		(8,481)		(7.7)	%
HIV franchise	HIV franchise	63,726		63,626		100		0.2	129,502		122,804		6,698		5.5	HIV franchise	18,255		63,726			(45,471)		(71.4)	%	67,802		129,502		(61,700)		(47.6)	%
Tysabri		53,955		56,981		(3,026)		(5.3)	110,230		113,706		(3,476)		(3.1)
Xtandi	Xtandi	25,849		26,371		(522)		(2.0)	49,236		52,095		(2,859)		(5.5)	Xtandi	25,738		25,849			(111)		(0.4)	%	52,718		49,236		3,482		7.1	%
Promacta		12,872		10,382		2,490		24.0	26,389		13,211		13,178		99.8
Tazverik																Tazverik	17,619		9,619			8,000		83.2	%	37,956		16,552		21,404		129.3	%
Other	Other	71,534		70,519		1,015		1.4	137,153		124,670		12,483		10.0	Other	109,240		74,787			34,453		46.1	%	206,971		146,990		59,981		40.8	%
Total income from financial royalty assets	Total income from financial royalty assets	$	474,177	$	416,945	$	57,232	13.7	$	937,021	$	799,161	$	137,860	17.3	Total income from financial royalty assets	$	503,414	$	474,177		$	29,237	6.2	%	$	1,033,039	$	937,021	$	96,018	10.2	%

Three months ended June 30, ~~2020~~2021 and ~~2019~~2020

Income from financial royalty assets increased by ~~$57.2~~$29.2 million, or 6.2%, in the ~~second quarter of 2020~~three months ended June 30, 2021 compared to the ~~same period of the prior year,~~three months ended June 30, 2020, primarily driven by ~~strong performance of~~additional interest income attributable to the residual royalty interest in the cystic fibrosis franchise ~~following the prior year approval of Trikafta as well as strong performance of Imbruvica.~~that we acquired in October 2020. Additionally, we recorded ~~$23.2~~$38.2 million in income in the ~~second quarter of 2020~~three months ended June 30, 2021 related to new assets acquired subsequent to the ~~second quarter of 2019, including~~three months ended June 30, 2020, primarily ~~Tazverik, Crysvita,~~Evrysdi, Cabomeytx/Cometriq and ~~Prevymis, which~~Orladeyo. The increase was partially offset by declines from ~~maturing assets, such as Lyrica~~the HIV franchise, reflecting the loss of exclusivity of Truvada and ~~Letairis.~~Atripla in the United States in October 2020.

Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020

Income from financial royalty assets increased by ~~$137.9~~$96.0 million, or 10.2%, in the six months ended June 30, ~~2020~~2021 compared to the same period of the prior year, primarily driven by the same factors as described above. Additionally, we recorded $38.8 million in income in the first six months of 2020 related to the new assets acquired subsequent to the second quarter of 2019 discussed above, which was partially offset by declines from maturing assets, such as Lyrica and Letairis.

~~Revenue from intangible royalty assets~~

~~Three months ended June 30, 2020 and 2019~~

~~Revenue from intangible royalty interests declined by $2.0~~ ~~million~~ ~~in the second quarter of 2020 compared to the prior year period primarily due to the Januvia, Janumet and other DPP-IV royalties approaching maturity.~~

~~Six Months Ended June 30, 2020 and 2019~~

~~Revenue from intangible royalty interests declined by $10.3~~ ~~million in~~ the six months ended June 30, 2020, ~~compared to the prior year period~~ primarily driven by strong performance from the ~~same factors~~cystic fibrosis franchise. Additionally, we recorded $58.2 million of income from financial royalty assets in the six months ended June 30, 2021 related to new assets acquired subsequent to the six months ended June 30, 2020, primarily Evrysdi, Cabomeytx/Cometriq and Orladeyo. The increase was partially offset by declines from the HIV franchise and from maturing assets, such as ~~described above.~~Lyrica.

Other royalty income

Three months ended June 30, ~~2020~~2021 and ~~2019~~2020

Other royalty income ~~decreased~~increased by ~~$1.9~~$8.1 million, or 245.1%, in the ~~second quarter of 2020 primarily due~~three months ended June 30, 2021 compared to the ~~expiration of~~three months ended June 30, 2020, primarily related to income from Trodelvy, which arose from our ~~Prezista~~R&D funding agreement with Immunomedics in 2018 and which was approved by the FDA in the three months ended June 30, 2020 and Letairis, a financial royalty ~~in 2019.~~asset that was fully amortized by June 30, 2021, but for which we still expect minimal residual royalty income.

Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020

Other royalty income ~~decreased~~increased by ~~$8.2~~$12.4 million, or 194.9%, in the six months ended June 30, ~~2020~~2021 compared to ~~the prior year primarily due to Remicade, which expired in 2018 but for which we continued collecting royalties through the first quarter of 2019.~~

~~Research and development funding expense~~

~~Three months ended June 30, 2020 and 2019~~

R&D funding expense declined in the second quarter of 2020 as compared to the same period of the prior year as a result of satisfying our funding commitments in the fourth quarter of 2019 under our agreement with Pfizer.

~~Six Months Ended June 30, 2020 and 2019~~

~~R&D funding expense declined in~~ the six months ended June 30, 2020, ~~as compared~~primarily related to ~~the same period of the prior year due to the same reason as described above.~~income from Trodelvy and Letairis.

Provision for changes in expected cash flows from financial royalty assets

The breakdown of our provision for changes in expected cash flows includes the

~~(1)~~•the movement in the cumulative allowance for changes in expected future cash flows, and

•expense or income related to the provision for current expected credit losses ~~and~~

~~(2)income and expense activity for financial royalty assets whose cash flow forecasts have changed from~~subsequent to the ~~prior period.~~adoption of ASU 2016-13 on January 1, 2020.

As the ~~latter~~former activity is a combination of income and expense items, the provision breakdown by product, exclusive of the provision for current expected credit losses, is as follows, based on the largest contributors to each period’s income or expense:

3946


(in thousands)	(in thousands)						(in thousands)	Three Months Ended June 30,					Three Months Ended June 30,
		Three months ended June 30,			Three months ended June 30,
Product	Product	2020		Product	2019		Product			2021		Product			2020
Cystic fibrosis franchise		$	98,381	Xtandi	$	109,071
Soliqua		29,491		Tysabri	28,950
Crysvita		9,764		Erleada	13,169
Tysabri	Tysabri	(94,842)		HIV franchise	10,571		Tysabri	$	(114,354)		Cystic fibrosis franchise		$	98,381
Xtandi	Xtandi	(11,188)		Cystic fibrosis franchise	(69,852)		Xtandi	(101,172)			Soliqua		29,491
Cystic fibrosis franchise							Cystic fibrosis franchise	(53,092)			Crysvita		9,764
Lexiscan							Lexiscan	(34,286)			Xtandi		(11,188)
Imbruvica							Imbruvica	46,378			Tysabri		(94,842)
Other	Other	(11,053)		Other	(19,699)		Other	13,473			Other		(11,053)
Total provision, exclusive of provision for credit losses	Total provision, exclusive of provision for credit losses	20,553		Total provision, exclusive of provision for credit losses	72,210		Total provision, exclusive of provision for credit losses	(243,053)			Total provision, exclusive of provision for credit losses		20,553
Provision for current expected credit losses	Provision for current expected credit losses	26,725		Provision for current expected credit losses	—		Provision for current expected credit losses	(709)			Provision for current expected credit losses		26,725
Total provision	Total provision	$	47,278	Total provision	$	72,210	Total provision	$	(243,762)		Total provision		$	47,278


(in thousands)	(in thousands)						(in thousands)	Six Months Ended June 30,					Six Months Ended June 30,
		Six months ended June 30,			Six months ended June 30,
Product	Product	2020		Product	2019		Product			2021		Product			2020
Cystic fibrosis franchise		$	98,381	Xtandi	$	94,092
Crysvita		44,263		Tysabri	17,038
Imbruvica	Imbruvica	31,543		Erleada	13,169		Imbruvica	$	109,792		Cystic fibrosis franchise		$	98,381
Tazverik							Tazverik	61,391			Crysvita		44,263
Emgality							Emgality	55,253			Imbruvica		31,543
Xtandi	Xtandi	(113,219)		Cystic fibrosis franchise	(81,918)		Xtandi	(58,320)			Tysabri		(37,437)
Tysabri	Tysabri	(37,437)		Alogliptin	(21,714)		Tysabri	(112,720)			Xtandi		(113,219)
Other	Other	3,076		Other	1,510		Other	(42,129)			Other		3,076
Total provision, exclusive of provision for credit losses	Total provision, exclusive of provision for credit losses	26,607		Total provision, exclusive of provision for credit losses	22,177		Total provision, exclusive of provision for credit losses	13,267			Total provision, exclusive of provision for credit losses		26,607
Provision for current expected credit losses	Provision for current expected credit losses	108,683		Provision for current expected credit losses	—		Provision for current expected credit losses	35,232			Provision for current expected credit losses		108,683
Total provision	Total provision	$	135,290	Total provision	$	22,177	Total provision	$	48,499		Total provision		$	135,290

Three months ended June 30, ~~2020~~2021 and ~~2019~~2020

In the ~~second quarter~~three months ended June 30, 2021, we recorded provision income of ~~2020, we recorded~~$243.8 million, of which $243.1 million and $0.7 million related to provision ~~expense of $47.3 million~~income for changes in expected cash flows and current expected credit losses, respectively. We recorded provision income primarily due to significant increases in ~~comparison to a~~sell-side equity research analysts’ consensus forecasts for Tysabri, Xtandi and the cystic fibrosis franchise. Offsetting the provision income was provision expense related to Imbruvica, primarily due to declines in sell-side equity research analysts’ consensus forecasts.

In the three months ended June 30, 2020, we recorded provision expenseof ~~$72.2~~$47.3 million, of which $20.6 million and $26.7 million related to provision expense for changes in expected cash flows and current expected credit losses, respectively. We recorded provision expense for the ~~same period of the prior year. Increases to the provision for Cystic~~cystic fibrosis franchise and Soliqua, ~~and Crysvita were~~ primarily ~~driven by~~due to declines in sell-side equity research analysts’ consensus forecasts. Offsetting the provision expense was a ~~large reversal of the cumulative allowances for Tysabri and Xtandi due to an~~significant increase in consensus ~~forecasts.~~forecasts for Tysabri. During the three months ended June 30, 2020, the provision expense for current expected credit losses was primarily driven by increases to our portfolio of financial royalty assets, including the final $110.0 million tranche of Tazverik for the remainder of the royalty upon FDA approval.

Six Months Ended June 30, 2021 and 2020

In the six months ended June 30, 2021, we recorded ~~second~~provision expense ~~quarter~~ of ~~2019, we recognized~~$48.5 million, of which $13.3 million and $35.2 million related to provision expense for ~~Xtandi, Tysabri, Erleada,~~changes in expected cash flows and ~~Emtriva~~ current expected credit losses, respectively. We recorded provision expense for Imbruvica, primarily ~~driven by~~due to declines in sell-side equity research analysts’ consensus forecasts, and for Tazverik as a result of a slower than expected product launch. ~~offset by~~ Offsetting the provision expense was provision income from a ~~large reversal of the cumulative allowance forCystic fibrosis franchise due to an~~significant increase in sell-side equity research analysts’ consensus ~~forecasts.~~forecasts for Tysabri and Xtandi.

During the

~~In connection with the adoption of ASU 2016-13 on January 1, 2020, we recognized a~~ six months ended June 30, 2021, the provision expense for current expected credit losses ~~of $26.7 million in the second quarter of 2020 for which we did not have comparable activity in the same period prior year. The primary drivers of the current period provision expense relate~~was primarily driven by increases to ~~an increase in the balance~~our portfolio of financial royalty assets, ~~subject~~including the incremental $100.0 million financial royalty asset related to ~~credit risk~~the start of the oral zavegepant Phase 3 program and ~~the credit rating of associated marketers.~~a new royalty interest in Cabometyx/Cometriq.

~~Six Months Ended June 30, 2020 and 2019~~

In the ~~first~~ six months ended June 30, 2020, we recorded provision expense of $135.3 million, of which $26.6 million and $108.7 million related to provision expense for changes in expected cash flows ~~in comparison to a~~and current expected credit losses, respectively. We recorded provision ~~expense of $22.2 million~~expenses for the ~~same period of the prior year. Increases to the provision for Cystic~~cystic fibrosis franchise, Crysvita and Imbruvica, ~~were~~ primarily ~~driven by~~due to declines in sell-side equity research analysts’ consensus forecasts. Offsetting the provision expense was ~~a large reversal of the cumulative allowance for Xtandi and Tysabri due to~~provision income from an increase ~~in consensus forecasts.~~

~~In the first six months of 2019, we recognized provision expense for Xtandi, Tysabri and Erleada~~ ~~primarily driven by declines~~ in sell-side equity research analysts’ consensus forecasts for Xtandi and Tysabri. D~~offset~~uring the six months ended June 30, 2020, we recognized a provision expense for current expected credit losses, primarily driven by ~~a large reversal~~increases to our portfolio of financial royalty assets, including the final two $110.0 million tranches of Tazverik for the remainder of the ~~cumulative allowance forCystic fibrosis franchise due to an increase in consensus forecasts.~~royalty upon FDA approval.

R&D funding expense

~~In addition, we recognized a provision~~

Three months ended June 30, 2021 and 2020

R&D funding expense declined by $2.7 million, or 45.9%, for ~~current expected credit losses of $108.7~~the three months ended June 30, 2021 as compared to the three months ended June 30, 2020 due to our co-funding agreement with Sanofi approaching completion.

Six Months Ended June 30, 2021 and 2020

R&D funding expense declined by $7.7 million, ~~in th~~or 57.0%, for the ~~e first~~ six months ofended June 30, 2021 as compared to the six months ended June 30, 2020 ~~for which we did not have comparable activity in the same period prior year. The primary drivers of the current period provision expense are the same as those described above.~~due to lower funding requirements under our co-funding agreement with Sanofi.

G&A expenses

Three months ended June 30, ~~2020~~2021 and ~~2019~~2020

G&A expenses ~~increased $12.5 million~~were relatively flat in the ~~second quarter of 2020~~three months ended June 30, 2021 compared to the same period of the prior year, primarily as a result of an increase in the Operating and Personnel Fees following the execution of the New Management Agreement, increased cost of non-recurring professional services incurred in preparation for our IPO, and share-based compensation associated with shares granted in the second quarter of 2020, offset by lower legal expenses.three months ended June 30, 2020.

Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020

G&A expenses ~~increased $26.1 million~~were relatively flat in the six months ended June 30, ~~2020~~2021 compared to the same period of the prior year, primarily driven by the factors as described above. Additionally, the increase is also driven by higher cost of non-recurring professional services incurred in connection with the Reorganization Transactions and our IPO, including fees related to the refinancing of our debt in the first quarter ofsix months ended June 30, 2020.

Equity in ~~loss/(earnings)~~earnings of non-consolidated affiliates

Three months ended June 30, ~~2020~~2021 and ~~2019~~

~~In connection with the Exchange Offer, we acquired the Legacy SLP Interest valued at $303.7 million in exchange for issuing shares in the Company. During the second quarter of~~ 2020 ~~we recorded equity in earnings of $20.2 million attributable to our income allocation in the Legacy Investors Partnerships.~~

Equity in earnings of ~~the Avillion Entities was higher~~non-consolidated affiliates decreased $11.6 million, or 39.6%, in the ~~second quarter of 2020~~three months ended June 30, 2021 compared to the ~~same period~~three months ended June 30, 2020.

Equity in ~~2019~~earnings from the Legacy SLP Interest was $25.6 million and $20.2 million, in the three months ended June 30, 2021 and 2020, respectively. The increase in equity in earnings of the Legacy SLP Interest was primarily driven by higher net income attributable to Old RPI.

We recognized equity in losses from the Avillion entities of $7.9 million in the three months ended June 30, 2021 as compared to equity in earnings of $9.1 million in the three months ended June 30, 2020. The equity in earnings we recognized from the Avillion entities during the three months ended June 30, 2020 was primarily driven by a gain related to the ~~completion~~cessation of the Phase 2 clinical trial for the Merck ~~development program during the second quarter of 2020,~~KGaA Asset, which triggered a distribution ~~received~~ in the ~~period.~~three months ended June 30, 2020.

Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020

~~During~~Equity in earnings of non-consolidated affiliates decreased $4.4 million, or 21.9%, in the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Equity in earnings from the Legacy SLP Interest was $30.8 million and $23.4 million in the six months ended June 30, 2021 and 2020, respectively. The increase in equity in earnings of the Legacy SLP Interest reflects a partial period of equity in earnings subsequent to the Exchange Date in the six months ended June 30, 2020.

Equity in losses of the Avillion Entities was $15.0 million and $3.2 million for the six months ended June 30, 2021 and 2020, respectively. In the six months ended June 30, 2020, ~~we recorded~~the equity in ~~earnings of $23.4 million attributable~~losses was smaller due to ~~our income allocation in~~a gain we recognized related to the ~~Legacy Investors Partnerships.~~

~~Equity in earnings~~cessation of the ~~Avillion Entities was higher in the six months ended June 30, 2020 compared to the same period in 2019~~clinical trial for the ~~reasons as described above.~~Merck KGaA Asset.

Interest expense

Three months ended June 30, ~~2020~~2021 and ~~2019~~2020

Interest expense ~~declined $35.0 million~~was relatively flat in the ~~second quarter of 2020~~three months ended June 30, 2021 as compared to the ~~same period of the prior year as a result of the Reorganization Transactions and subsequent refinancing of RPIFT’s prior credit facilities that occurred in February~~three months ended June 30, 2020. Our subsidiary issued $6.0 billion of new debt in February of 2020 at lower interest rates. Refer to the Liquidity and Sources of Capital section within this MD&A for additional discussion of our new credit facilities.

Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020

Interest expense ~~declined $48.7~~decreased by $12.9 million, or 14.7%, in the six months ended June 30, ~~2020 as~~2021 compared to the ~~same period of~~six months ended June 30, 2020, primarily due to a lower weighted average interest rate on the ~~prior year as a result of~~$6.0 billion senior unsecured notes issued in September 2020 (the “Notes”) compared to the ~~Reorganization Transactions and subsequent refinancing of RPIFT’s prior~~weighted average interest rate on the senior secured credit facilities ~~as described above.~~that were in place during the six months ended June 30, 2020.

Refer to the “Liquidity and Capital Resources” section for additional discussion of the Notes and our debt refinancings in 2020.

Other ~~(income) expense,~~income, net

Three months ended June 30, ~~2020~~2021 and ~~2019~~2020

Other income, net of $81.5 million in the three months ended June 30, 2021, was primarily comprised of gains on equity securities of $55.5 million driven by a net increase in the share price of our investees. During the three months ended June 30, 2021, we sold all of our Cytokinetics common stock and a portion of our Biohaven common stock. We also recognized interest income of $14.0 million, primarily related to our Series A Biohaven Preferred Shares, a gain of $14.0 million related to the unrealized change in fair value of the Series B Biohaven Preferred Shares, Series B Forwards and Development Funding Bond Forward recorded as Available for sale debt securities for which there were no comparable activities in the prior year period.

Other income, net was $197.5 million in the ~~second quarter~~three months ended June 30, 2020, primarily comprised of ~~2020 compared to other expense of $71.8 million in the second quarter of 2019. We recorded unrealized~~ gains on equity securities ~~in the second quarter of 2020~~ of $193.9 million ~~primarily due to an~~driven by increased share ~~price~~prices of our investees. ~~In the prior year period, we recorded $39.4 million in unrealized loss related to our interest swap and $36.8 million in unrealized loss related to our equity securities.~~

Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020

Other income, net was $50.5 million in the six months ended June 30, 2021, primarily comprised of interest income of $30.6 million related to our Series A Biohaven Preferred Shares for which there was no comparable activity in the prior year period. We also recognized a gain of $23.1 million related to the unrealized change in fair value of the Series B Biohaven Preferred Shares, Series B Forwards and Development Funding Bond Forward recorded as Available for sale debt securities for which there were no comparable activities in the prior period.

Other income, net was $7.9 million in the six months ended June 30, 2020, ~~compared to other expense~~primarily comprised of ~~$33.8 million in the six months ended June 30, 2019. In the first six months of 2020, we recorded unrealized~~ gains on equity securities of $40.7 million, ~~primarily an net~~driven by increased share ~~price~~prices of our investees, ~~which was~~ offset by ~~unrealized~~ losses on derivative ~~contracts~~financial instruments of $32.8 million primarily related to ~~unrealized loss~~losses on our interest rate swaps due to adverse movements in the LIBOR curve prior to the termination of interest rate swaps in February 2020 and a decrease in fair value ~~related to~~of our Epizyme warrant. ~~In the prior year period, we recorded $65.3 million in unrealized loss on derivative contracts related to our interest rate swaps and $16.9 million in unrealized gain on equity securities.~~

Net income attributable to non-controlling interest

Three months ended June 30, ~~2020~~2021 and ~~2019~~2020

As of the Exchange Date, a new non-controlling interest exists related to the ownership in Old RPI by the Legacy Investors Partnerships of approximately 18%. As a result of the IPO, holders of our Class B ordinary shares also represent a non-controlling interest.

~~During the second quarter of 2020, we recorded net~~Net income attributable to the Legacy Investors Partnerships, ~~and~~which arose in February 2020 in connection with the Exchange Offer Transactions, was $133.7 million in the three months ended June 30, 2021, an increase of $26.0 million, compared to the three months ended June 30, 2020 primarily driven by higher net income attributable to Old RPI.

Net income attributable to the Continuing Investors Partnerships, ~~for their ownership of RP Holdings Class B Interests of $107.7~~which arose in connection with the IPO, was $213.0 million and $31.6 million ~~respectively. The net income attributable to non-controlling interest in each period of 2020 is larger than~~ in the ~~comparable prior year periods as a result of ownership changes related to the Reorganization Transactions~~three months ended June 30, 2021 and the IPO. We now have four different components of non-controlling interest and total ownership by non-controlling interest of 56% versus ownership by non-controlling interest related solely to RPSFT in the prior year period of less than 1%.

~~During the second quarter of~~ 2020, ~~and 2019, we recorded net income attributable to RPSFT of $20.6 million and $27.1 million,~~ respectively. Net income attributable to the Continuing Investors Partnerships was lower in the three months ended June 30, 2020 as it reflected a partial period.

Net income attributable to RPSFT ~~is expected~~was $19.3 million and $20.6 million in the three months ended June 30, 2021 and 2020, respectively. We expect net income attributable to RPSFT to continue to decline as the assets held by RPCT mature.

Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020

InNet income attributable to the Legacy Investors Partnerships was $170.0 million and $120.6 million in the six months ended June 30, 2021 and 2020, respectively. Net income attributable to the Legacy Investors Partnerships was lower in the six months ended June 30, 2020 ~~we recorded net~~as it reflected a partial period.

Net income attributable to the ~~Legacy~~Continuing Investors Partnerships was $251.5 million and $31.6 million, in the six months ended June 30, 2021 and 2020, respectively. Net income attributable to the Continuing Investors Partnerships ~~for their ownership of RP Holdings Class B Interests of $120.6 million and $31.6 million, respectively.~~

~~During~~was lower in the six months ended June 30, 2020 ~~and 2019, we recorded net~~as it reflected a partial period.

Net income attributable to RPSFT ofwas $34.3 million and $45.6 million in the six months ended June 30, 2021 and ~~$55.7 million,~~2020, respectively. ~~Income attributable to RPSFT is expected to continue to decline as the assets held by the Collection Trust mature.~~

Key developments and upcoming events relating to our portfolio ~~in 2019-2020~~

The key developments impacting our cash receipts and income and revenue from our royalty interests are discussed below:

•~~Erleada.~~ ~~In September 2019, the FDA approved an supplemental New Drug Application ("sNDA") for Erleada for the treatment of men with metastatic castration-sensitive prostate cancer.~~Commercial Products

•Cystic fibrosis franchise. In ~~October 2019, Trikafta,~~August 2020, Vertex announced that the ~~Vertex triple~~European Commission (EC) had granted marketing authorization of Kaftrio in a combination ~~therapy, received FDA approval~~regimen with ivacaftor for the treatment of patients with cystic fibrosis ~~in people~~ ages 12 years and older with one F508del mutation and one minimal function mutation, or two F508del mutations in the CFTR gene.

In December 2020, the FDA expanded the eligibility for Trikafta to include people with cystic fibrosis ages 12 and older with certain mutations that are responsive to Trikafta based on in vitro data.

In April 2021, Vertex announced EC approval for Kaftrio in combination with Ivacaftor for the treatment of patients with cystic fibrosis ages 12 and older who have at least one F508del mutation of the cystic fibrosis transmembrane conductance regulator (CFTR) gene. This approval significantly expanded the addressable market that can be treated with Vertex’s cystic fibrosis products, all of which we are entitled royalties on, and also increased the duration of our royalty to 2037.

In November 2019, Vertex announced that it reached an agreement with France’s Economic Committee of Health Care Products (CEPS) for a national reimbursement deal of Orkambi. As a result, we experienced a reduction in our royalty receipts in 2020 of approximately $41 million, to reflect a true-up related to prior periods where we collected royalties on sales in France of Orkambi at a higher selling price. In October 2019, Vertex announced that it reached an agreement with National Health Service England, where eligible patients will receive access to Orkambi and Symkevi, and access to Kalydeco will be expanded.mutation.

In June ~~2020,~~2021, Vertex announced that ~~EMA’s Committee for Medicinal Products for Human Use (CHMP) adopted a positive opinion~~the FDA approved Trikafta for the ~~triple combination therapy in a combination with Kalydeco in people ages 12 and older~~treatment of children with cystic fibrosis ~~with the most common genotype. If granted Marketing Authorization, people~~ ages ~~12 and older in Europe~~6 to 11 who have at least one F508del mutation ~~and one minimal function mutation will~~or have certain mutations that are responsive to Trikafta based on in vitro data. Vertex has also filed a regulatory submission for the ~~first time be able~~use of Kaftrio in children ages 6 to ~~benefit from a medicine that treats~~11 to the ~~underlying cause of the disease, and people 12 years of age and older who have two F508del mutations also will be eligible for the new triple combination regimen.~~European Medicines Agency (EMA).

•Tysabri.In June 2020, ~~Vertex~~Biogen submitted a supplemental Biologics License Application (sBLA) for a subcutaneous formulation of Tysabri to the FDA. This followed a regulatory submission for a subcutaneous formulation of Tysabri to the EMA in March 2020. In April 2021 Biogen announced that the EC granted marketing authorization for a subcutaneous injection of Tysabri to treat relapsing-remitting multiple sclerosis. Biogen also announced that it had ~~expanded~~received a Complete Response Letter (CRL) from the FDA for its ~~reimbursement agreement~~sBLA for subcutaneous Tysabri. The CRL indicates that the FDA is unable to approve Biogen’s filing as submitted. Biogen announced that it is evaluating the CRL and will determine next steps in the United States.

In August 2021, Biogen announced results from Phase 3b NOVA study evaluation every six-week dosing with ~~NHS England for~~Tysabri IV administration in relapsing-remitting multiple sclerosis. Results show that every six-week Tysabri IV administration provides a high level of efficacy in controlling multiple sclerosis disease activity in patients who switched from the company’s cystic fibrosis medicines to include Kaftrio, in a combination regimen with Kalydeco, ahead of the medicine’s anticipated approval by the European Commission. The new expanded agreement includes reimbursed access to Vertex’s currently licensed medicines, as well as the triple combination therapy if approved ~~and any future additional licensed indications for all of these medicines.~~every four-week dosing regimen.

•Imbruvica.In ~~January 2019, the~~April 2020, Imbruvica received FDA ~~approved Imbruvica~~approval for use in combination with ~~obinutuzumab as~~rituximab for the ~~first non-chemotherapy anti-CD20 combination regimen for treatment-naïve~~treatment of previously untreated patients with chronic lymphocytic leukemia ~~(“CLL”) patients.~~ (CLL) or small lymphocytic lymphoma (SLL).

In August ~~2019,~~2020, the ~~EMA broadened the label~~EC granted marketing authorization for Imbruvica ~~to include two new uses: in combination with obinutuzumab in adult patients with previously untreated CLL and~~ in combination with rituximab for the treatment of adult patients with ~~WM.~~ previously untreated CLL. This milestone marked the 11th FDA approval for Imbruvica since it was first approved in 2013 and sixth in CLL.

In ~~November 2019, AbbVie submitted an sNDA to the FDA~~June 2021, Phase 3 GLOW study results were announced for Imbruvica in combination with ~~rituximab~~Venetoclax for ~~treatment-naïve younger adults with~~the treatment of first-line CLL and SLL demonstrated superior progression-free survival versus chlorambucil plus obinutuzumab as a first-line treatment of CLL. The study also showed improved duration of remission and significantly improved depth of remission. AbbVie has indicated that approval could occur in 2022.

•~~Soliqua.~~Xtandi. Astellas and Pfizer have indicated that there could be a potential readout of the Phase 3 EMBARK trial for high-risk non-metastatic prostate cancer in 2021, with a primary trial completion date anticipated in 2023.

In ~~February 2019, the FDA approved the expanded use of Soliqua to include patients with type 2 diabetes who are uncontrolled on oral antidiabetic medicines.~~

•~~Bosulif.~~ ~~On December 19, 2017, Avillion~~May 2021, Astellas and Pfizer announced that the ~~FDA~~EC approved an sNDA for Pfizer’s Bosulif (bosutinib). Avillion is eligible to receive fixed payments from Pfizer based on this approval over a 10-year period. We received our first annual distribution of $39.4 million from Avillion in the first quarter of 2018 and our second annual distribution of $14.1 million in the first quarter of 2019, reflected as ~~Distributions from non-consolidated affiliates~~ ~~on the Statement of Cash Flows.~~

•~~Tazverik.~~ In December 2019, the Oncologic Drugs Advisory Committee of the FDA voted in favor of the benefit-risk profile of tazemetostat as a treatment for patients with metastatic or locally advanced epithelioid sarcoma (“ES”), not eligible for curative surgery. On January 23, 2020, the FDA granted accelerated approval of Tazverik (tazemetostat) in ES.

In addition, in December 2019 Epizyme submitted an NDA to the FDA for accelerated approval of tazemetostat for the treatment of patients with relapsed or refractory follicular lymphoma (“rrFL”), both with or without EZH2 activating mutations, who have received at least two prior lines of systemic therapy.

In February 2020, the FDA accepted Epizyme’s regulatory submission for accelerated approval of Tazverik in rrFL and set a Prescription Drug User Fee Act (“PDUFA”) in June 2020. In June 2020, Epizyme announced that the FDA approved the sNDA for Tazverik (tazemetostat) for rrFL.

In June 2020, Epizyme, Inc. announced that the FDA granted accelerated approval of the supplemental New Drug Application (sNDA) for Tazverik for two distinct follicular lymphoma (FL) indications, including adult patients with relapsed or refractory FL whose tumors are positive for an EZH2 mutation as detected by an FDA-

~~approved test and who have received at least two prior systemic therapies and adult patients with relapsed or refractory FL who have no satisfactory alternative treatment options.~~

•~~Trodelvy (sacituzumab govitecan-hziy).~~ ~~In December 2019, Immunomedics announced the resubmission of the biologics licensing application seeking accelerated approval of sacituzumab govitecan~~Xtandi for the treatment of patients with metastatic triple-negative breast cancer who have received at least two prior therapies for metastatic disease in December 2019. This resubmission followed the receipt of a complete response letter from the FDA in January 2019.hormone-sensitive prostate cancer.

•Trodelvy.In April 2020, Immunomedics announced that the FDA granted accelerated approval of Trodelvy ~~(sacituzumab govitecan-hziy)~~ for the treatment of patients with metastatic triple-negative breast cancer ~~(“TNBC”)~~ (TNBC)who have received at least two prior therapies for metastatic disease.

In September 2020, Gilead and Immunomedics announced that Gilead would acquire Immunomedics for approximately $21 billion in cash and the transaction closed in October 2020. In 2018, we entered into a partnership with Immunomedics whereby we acquired a tiered sales-based royalty on Trodelvy for $175.0 million and acquired 4,373,178 shares of Immunomedics common stock for $75.0 million. Gilead’s acquisition of Immunomedics closed in October 2020, resulting in gross cash proceeds upon redemption of our Immunomedics common stock of approximately $385 million.

In January 2021, Gilead announced that progression-free survival data from the Phase 3 TROPiCS-02 trial testing Trodelvy versus physician’s choice in hormone receptor positive/human epidermal growth factor receptor 2 negative metastatic breast cancer who have previously failed at least two, and no more than four, prior chemotherapy regimens for metastatic disease was expected in the second half of 2021.

In March 2021, Gilead announced that the EMA had validated the marketing authorization application (MAA) filing for Trodelvy for the treatment of adult patients with unresectable locally advanced or metastatic TNBC who have received at least two prior therapies, including at least one prior therapy for locally advanced or metastatic disease. The MAA is ~~the first antibody-drug conjugate (“ADC”) approved~~under accelerated review by the ~~FDA specifically for TNBC.~~EMA and Gilead has indicated that approval may occur as early as the second half of 2021.

In April 2021, Gilead announced the FDA granted full approval to Trodelvy for adult patients with unresectable locally advanced or metastatic TNBC who have received two or more prior systemic therapies, at least one of them for metastatic disease. The approval is supported by data from the Phase 3 ASCENT study.

In April 2021, Gilead announced that the FDA granted an accelerated approval of Trodelvy for use in adult patients with locally advanced or metastatic urothelial cancer who have previously received a platinum-containing chemotherapy and either a programmed death receptor-1 (PD-1) or a programmed death-ligand 1 (PD-L1) inhibitor. The accelerated approval was based on data from the international Phase 2, single-arm TROPHY study.

In June 2021, Gilead announced superior outcomes to standard of care in second-line treatment of metastatic triple-negative breast cancer in Phase 3 ASCENT study. Trodelvy more than doubled overall survival as second-line treatment in new ASCENT subgroup analysis.

•Nurtec ~~ODT (rimegepant).~~ODT. Biohaven submitted two New Drug Applications (“NDAs”) to the FDA for two formulations of rimegepant in the second quarter of 2019 using a priority review voucher to expedite the regulatory review period. In February 2020, Biohaven announced that the FDA approved Nurtec ODT ~~(rimegepant)~~ for the acute treatment of migraine in adults. The U.S. FDA approval of Nurtec ODT triggered a redemption provision related to our investment in the Series A Biohaven Preferred Shares, which entitles us to receive a fixed payment amount of $250.0 million payable in equal quarterly payments from March 31, 2021 through December 31, 2024.

In October 2020, Biohaven announced that the FDA had filed and accepted for review its recently submitted sNDA for Nurtec ODT for the preventive treatment of migraine. The PDUFA target date for completion of the FDA review of the preventive application for Nurtec ODT is in the second quarter of 2021.

In March 2021, Biohaven announced that its filing for rimegepant was submitted and accepted for review by the EMA for the treatment of migraine, inclusive of both acute and preventive treatment.

In May 2021, Biohaven announced that the FDA approved Nurtec ODT for the preventative treatment of migraine, indicated for adult patients with episodic migraine who experience less than 15 headache days per month.

•Evrysdi. In August 2020, the FDA approved Evrysdi, the first at-home, orally administered treatment for spinal muscular atrophy (SMA) in adults and children ages 2 months and older.

In March 2021, Roche announced that the EC approved Evrysdi for the treatment of SMA in patients two months of age and older, with a clinical diagnosis of SMA Type 1, Type 2 or Type 3 or with one to four splicing modifier of motor neuron 2 (SMN2) copies.

In June 2021, Evrysdi was approved in Japan for the treatment of SMA.

•Orladeyo. In December 2020, BioCryst announced that Orladeyo was approved by the FDA for prophylaxis to prevent attacks of hereditary angioedema (HAE) in patients ages 12 years and older.

In January 2021, Orladeyo was approved in Japan, becoming the first and only prophylactic HAE medication approved in the region.

In April 2021, BioCryst announced that the EC approved Orladeyo for the prevention of recurrent hereditary angioedema attacks in HAE patients 12 years and older.

In April 2021, BioCryst announced approval of Japanese National Health Insurance System price listing of Orladeyo for prophylactic treatment of hereditary angioedema.

•Cabometyx. In January 2021, Exelixis announced that the FDA approved Cabometyx for patients with advanced renal cell carcinoma (RCC) as a first-line treatment in combination with Bristol Myers Squibb’s Opdivo. The approval was based on the Phase 3 CheckMate -9ER trial, in which the combination of Cabometyx and Opdivo significantly improved overall survival while doubling progression-free survival and objective response rate versus sunitinib as a first-line treatment for patients with advanced RCC.

In March 2021, Ipsen announced that the EC approved the combination of Cabometyx and Opdivo for the first-line treatment of advanced RCC.

In May 2021, Exelixis announced results from cohort six of COSMIC-021, a Phase 1b trial evaluating Cabometyx in combination with atezolizumab in patients with locally advanced or metastatic solid tumors, including patients with metastatic castration-resistant prostate cancer (CRPC). In high-risk patients, the combination of Cabometyx and atezolizumab resulted in objective response rates of 27% and 18% per investigator assessment and Blinded Independent Radiology Committee, respectively. Exelixis announced that it intends to discuss the results with the FDA to determine next steps towards regulatory submission for patients with high-risk metastatic CRPC.

In June 2021, Exelixis and Ipsen announced that COSMIC-312, a Phase 3 trial evaluating Cabometyx in combination with atezolizumab versus sorafenib in patients with previously untreated advanced hepatocellular carcinoma (HCC). The trial met one of its primary endpoints by demonstrating significant improvement in progression-free survival (PFS) at the planned primary analysis. However, a prespecified interim analysis was not statistically significant for the second primary endpoint of overall survival (OS). Based on the preliminary OS data, Exelixis anticipates that the probability of reaching statistical significance at the time of the final analysis is low. The final OS analysis is anticipated in early 2022. Exelixis announced that it plans to present these results at a future medical meeting and discuss the results with FDA to determine next steps towards a potential regulatory submission for the combination regimen for patients with previously untreated advanced HCC.

In August 2021, Exelixis announced that the FDA accepted for priority review the sNDA for Cabometyx for patients with previously treated radioactive iodine-refractory differentiated thyroid cancer with a PDUFA action date of December 4, 2021.

Development-Stage Product Candidates

•Oxlumo. In July 2021, Alnylam announced results from ILLUMINATE-C, a phase 3 open-label study of lumasiran in patients of all ages with advanced primary hyperoxaluria type 1 (PH1) associated with progressive decline in renal function. Results from the primary analysis at six months demonstrated a substantial reduction in plasma oxalate from baseline in patients (n=21) with advanced disease, including those on hemodialysis. The safety and tolerability profile of lumasiran following six months of treatment was encouraging across all ages, with no drug related serious adverse events (SAEs) and injection site reactions (ISRs) as the most common adverse event (AE). Based on these results, Alnylam announced that it plans to submit a sNDA for lumasiran with the FDA and a Type II Variation with the EMA in late 2021.

•Zavegepant. In October 2020, Biohaven began a one-year long-term safety trial of zavegepant. Biohaven expects a potential NDA filing by end of 2021 if the pivotal acute trial proves to be positive.

In March 2021, Biohaven announced that it enrolled the first patient in a Phase 2/3 clinical trial of oral zavegepant for the preventive treatment of migraine. Accordingly, per the agreement with Biohaven announced in August 2020, Royalty Pharma paid $100 million to Biohaven for the achievement of this milestone, bringing the total zavegepant funding to $250 million.

•Omecamtiv mecarbil. In November 2020, Amgen, Cytokinetics and Servier presented the results of GALACTIC-HF study, a Phase 3 trial of omecamtiv mecarbil in patients with heart failure, at the American Heart Association Scientific Sessions. The trial met the primary composite endpoint of reduction in cardiovascular death or heart failure events, but did not meet the secondary endpoint of reduction in cardiovascular death. Cytokinetics subsequently regained global rights to develop and commercialize omecamtiv mercarbil when Amgen and Servier elected to terminate their collaboration agreement effective, May 2021. Following the Phase 3 results and termination of the collaboration, we recorded a $90 million write-off in December 2020 to the royalty investment given the uncertainty around the future of omecamtiv.

In the second quarter of 2021, Cytokinetics announced that it has engaged with the FDA in both a Type C meeting and a pre-NDA meeting to inform its plans to submit NDA for omecamtiv mecarbil in the second half of 2021. The submission will be based on GALACTIC-HF which demonstrated a positive effect on the primary composite endpoint of cardiovascular death or heart failure events in patients with heart failure and reduced ejection fraction who were receiving standard of care plus omecamtiv mecarbil.

•Ibrance. In May 2020, Pfizer reported that the independent data monitoring committee for the PALLAS trial had concluded after the ~~recent~~ interim analysis that the PALLAS trial iswas “unlikely to show a statistically significant improvement in the primary endpoint of invasive disease-free survival.” ~~If Pfizer’s~~In October 2020, Pfizer announced that the Phase 3 PENELOPE-B trial ~~is successful,~~did not meet the primary endpoint of improved invasive disease-free survival in women with hormone receptor-positive, human epidermal growth factor-negative early breast cancer who have residual invasive disease after completing neoadjuvant chemotherapy. As a result, we will not be entitled to ~~receive approval-based fixed~~any royalties or milestone payments ~~of $250 million.~~from this R&D funding arrangement.

•~~Tecfidera.~~ We continued collecting milestone receipts quarterly throughout 2018; however, our contractual agreement covering our milestones on cumulative sales of Tecfidera ended in 2018, and therefore receipts from Tecfidera ceased after the final milestone was collected in the first quarter of 2019.

Non-GAAP Financial Results

In addition to analyzing our results on a GAAP basis, management also reviews our results on a non-GAAP basis. There is no direct correlation between income from financial royalty assets and royalty receipts due to the nature of the accounting methodology applied for ~~classified as~~ financial royalty assets. Further, income from financial royalty assets and the provision for changes in expected cash flows related to these financial royalty assets can be volatile and unpredictable. As a result, management places importance on royalty receipts as they are predictable and we use them as a measure of our operating performance. Refer to section titled “Non-GAAP ~~Reconciliation~~Reconciliations” for additional discussion of management’s use of non-GAAP measures as supplemental financial measures and reconciliations from the most directly GAAP comparable measures of Net cash provided by operating activities.

Adjusted Cash Receipts is a measure calculated with inputs directly from the Statement of Cash Flows and includes (1) royalty receipts by ~~royalty asset:~~product: (i) Cash collections from royalty assets (financial assets and intangible assets), (ii) Other royalty cash collections, (iii) Distributions from non-consolidated affiliates, ~~and (iv)~~plus (2) Proceeds from available for sale debt ~~securities;~~securities and less (3) Distributions to non-controlling interest, which represents contractual distributions of royalty receipts and proceeds from available for sale debt securities to our historical non-controlling interest attributable to a de minimis interest in RPCT held by certain legacy investors and to a new non-controlling interest that was created as a result of the Exchange Offer Transactions in February 2020 related to the Legacy Investors ~~Partnerships'~~Partnerships’ ownership of approximately 18% in Old RPI. Adjusted Cash Receipts is most directly comparable to the GAAP measure of Net cash provided by operating activities.

Adjusted EBITDA and Adjusted Cash Flow are similar non-GAAP liquidity measures that are both most closely comparable to the GAAP measure, Net cash provided by operating activities. Adjusted EBITDA is important to our lenders and is defined under the ~~credit agreement~~Credit Agreement as Adjusted Cash Receipts less ~~payments~~Payments for operating and professional costs. ~~Operating~~Payments for operating and professional costs are comprised of Payments for operating ~~costs~~ and professional ~~services~~costs andPayments for rebates from the Statement of Cash Flows.

Adjusted Cash Flow is defined as Adjusted EBITDA less (1) ~~Development-stage~~Ongoing development-stage funding payments – ~~ongoing~~, (2) Interest paid, net of interest received,(3) ~~Swap~~Other (including Derivative collateral ~~(posted) or~~posted, net of Derivative collateral received ~~net,~~and Termination payments on derivative instruments) and (4) ~~Swap termination payments,~~ ~~and (5)~~ ~~Investment~~Investments in non-consolidated affiliates, and plus (1) Contributions from non-controlling interest- R&D, all directly reconcilable to the Statement of Cash Flows.

Adjusted Cash Receipts and Adjusted Cash Flow are used by management as key liquidity measures in the evaluation of our ability to generate cash from operations. Both measures are an indication of the strength of the Company and the performance of the business. Management also uses Adjusted Cash Flow to compare its performance against non-GAAP adjusted net income used by companies in the biopharmaceutical industry. Adjusted EBITDA, as derived from Adjusted Cash Receipts, is used by our lenders to assess our ability to meet our financial covenants.

The table below includes the royalty receipts and non-GAAP financial results for the three and six months ended June 30, 2021 and 2020 ~~and 2019~~ by ~~royalty~~product in order of contribution to income for ~~our Growth Products and Mature Products, as defined in “—Portfolio Overview” above, and~~ the ~~period-over-period variance.~~three months ended June 30, 2021.

(in thousands) Three Months Ended
June 30, Six Months Ended
June 30, Six-Months Year-to-date Change
2020 2019 2020 2019 $ %
Growth Products
Cystic fibrosis franchise $ 136,119 $ 85,745 $ 235,522 $ 192,684 $ 42,838 22.2 %
Tysabri 92,517 81,985 176,324 164,620 11,704 7.1 %
Imbruvica 81,513 66,247 159,222 127,349 31,873 25.0 %
HIV franchise 64,692 52,193 148,579 128,576 20,003 15.6 %
Januvia, Janumet, Other DPP-IVs 34,859 41,082 69,647 73,820 (4,173) (5.7) %
Xtandi 34,131 27,040 68,908 54,608 14,300 26.2 %
Promacta 26,653 19,335 62,401 19,335 43,066 222.7 %
Farxiga/Onglyza 8,257 — 8,257 — 8,257 —
Prevymis 6,413 — 6,413 — 6,413 —
Crysvita 2,620 — 2,620 — 2,620 —
Erleada 1,772 — 3,210 — 3,210 —
Emgality 2,236 — 4,213 — 4,213 —
Other Growth Products (1) 76,211 36,206 144,929 92,846 52,083 56.1 %
Total Royalty Receipts - Growth Products $ 567,993 $ 409,833 $ 1,090,245 $ 853,838 $ 236,407 27.7 %
Mature Products
Tecfidera (2) $ — $ — $ — $ 150,000 $ (150,000) (100.0) %
Lyrica 6,470 35,134 12,557 64,739 (52,182) (80.6) %
Letairis 7,713 22,458 22,275 60,917 (38,642) (63.4) %
Remicade — — — 6,068 (6,068) (100.0) %
Other mature products (3) 2,802 7,761 3,545 17,924 (14,379) (80.2) %
Total Royalty Receipts - Mature Products $ 16,985 $ 65,353 $ 38,377 $ 299,648 $ (261,271) (87.2) %
Distributions to non-controlling interest (123,159) (36,398) (284,546) (77,858) (206,688) 265.5 %
Adjusted Cash Receipts (non-GAAP) $ 461,819 $ 438,788 $ 844,076 $ 1,075,628 $ (231,552) (21.5) %
Payments for operating and professional costs (44,147) (29,439) (69,985) (47,144) (22,841) 48.4 %
Adjusted EBITDA (non-GAAP) $ 417,672 $ 409,349 $ 774,091 $ 1,028,484 $ (254,393) (24.7) %
Development-stage funding payments - ongoing (5,776) (21,457) (13,415) (44,448) 31,033 (69.8) %
Interest paid, net (30,967) (61,458) (79,834) (115,807) 35,973 (31.1) %
Swap collateral received or (posted), net — (25,950) 45,252 (26,310) 71,562 (272.0) %
Swap termination payments — — (35,448) — (35,448) —
Investment in non-consolidated affiliates (16,120) (9,842) (29,262) (18,684) (10,578) 56.6 %
Contributions from non-controlling interest- R&D 3,854 — 5,114 — 5,114 —
Adjusted Cash Flow (non-GAAP) $ 368,663 $ 290,642 $ 666,498 $ 823,235 $ (156,737) (19.0) %
Fully diluted shares outstanding 607,107 n/a 607,107 n/a


(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,				Six-Months Year-to-date Change
	2021		2020		2021		2020		$		%
Products
Cystic fibrosis franchise (1)	$	156,023	$	136,119	$	322,832	$	235,522	$	87,310	37.1	%
Tysabri	92,070		92,517		178,991		176,324		2,667		1.5	%
Imbruvica	87,289		81,513		176,424		159,222		17,202		10.8	%
Januvia, Janumet, Other DPP-IVs (2)	39,438		34,859		75,200		69,647		5,553		8.0	%
Xtandi	35,767		34,131		76,812		68,908		7,904		11.5	%
Promacta	32,341		26,653		76,466		62,401		14,065		22.5	%
HIV franchise (3)	28,623		64,692		75,123		148,579		(73,456)		(49.4)	%
Nurtec ODT/Biohaven payment (4)	16,721		—		33,222		—		33,222		—	%
Cabometyx/Cometriq	10,129		—		10,129		—		10,129		—	%
Farxiga/Onglyza	9,113		8,257		17,675		8,257		9,418		114.1	%
Prevymis	8,772		6,413		17,402		6,413		10,989		171.4	%
Crysvita	3,929		2,620		7,516		2,620		4,896		186.9	%
Emgality	3,550		2,236		6,814		4,213		2,601		61.7	%
Erleada	3,116		1,772		6,220		3,210		3,010		93.8	%
Trodelvy	2,992		—		5,597		—		5,597		—	%
Evrysdi	2,971		—		4,648		—		4,648		—	%
IDHIFA	2,602		—		5,489		—		5,489		—	%

Orladeyo	957		—		969		—		969		—	%
Tazverik	743		96		1,207		96		1,111		1157.3	%
























Other products (5)	50,534		93,100		138,422		183,210		(44,788)		(24.4)	%
Total royalty receipts	$	587,680	$	584,978	$	1,237,158	$	1,128,622	$	108,536	9.6	%
Distributions to non-controlling interest	(112,476)		(123,159)		(238,197)		(284,546)		46,349		(16.3)	%
Adjusted Cash Receipts (non-GAAP)	$	475,204	$	461,819	$	998,961	$	844,076	$	154,885	18.3	%
Payments for operating and professional costs	(39,604)		(44,147)		(81,764)		(69,985)		(11,779)		16.8	%
Adjusted EBITDA (non-GAAP)	$	435,600	$	417,672	$	917,197	$	774,091	$	143,106	18.5	%
Ongoing development-stage funding payments	$	(3,122)	$	(5,776)	$	(5,763)	$	(13,415)	$	7,652	(57.0)	%
Interest received/(paid), net	784		(30,967)		(62,168)		(79,834)		17,666		(22.1)	%
Other	2,130		—		2,130		9,804		(7,674)		(78.3)	%

Investments in non-consolidated affiliates	(8,713)		(16,120)		(17,427)		(29,262)		11,835		(40.4)	%
Contributions from non-controlling interest- R&D	2,083		3,854		4,080		5,114		(1,034)		(20.2)	%
Adjusted Cash Flow (non-GAAP)	$	428,762	$	368,663	$	838,049	$	666,498	$	171,551	25.7	%

Weighted average Class A ordinary shares outstanding - diluted	607,163		n/a		607,151		n/a

(1) The cystic fibrosis franchise includes the following approved products: Kalydeco, Orkambi, Symdeko/Symkevi and Trikafta/Kaftrio.

(2) Januvia, Janumet, Other ~~Growth Products~~DPP-IVs include the following approved products: Tradjenta, Onglyza, Kombiglyze, Galvus, Eucreas and Nesina. The Other DPP-IVs are marketed by Boehringer Ingelheim, AstraZeneca, Novartis and Takeda.

(3) The HIV franchise includes the following approved products: Atripla, Truvada, Emtriva, Complera, Stribild, Genvoya, Descovy, Odefsey, Symtuza and Biktarvy. Royalties are received on the emtricitabine portion of sales only.

(5) Other products primarily include royalties on the following products: Bosulif (a product co-developed by our joint venture investee, Avillion, for which receipts are presented as Distributions ~~received~~ from non-consolidated affiliates on the Statement of Cash Flows), Letairis, Lyrica, Cimzia, ~~Conbriza/Fablyn/Viviant,~~ Entyvio, Lexiscan, Mircera, Myozyme, Nesina, Priligy, ~~and Soliqua. Other Growth Products also include contributions from the Legacy SLP Interest~~Soliqua and a distribution from Avillion in respect of the Merck KGaA Asset, for which development ceased in

2020, and for which the receipt is presented as Distributions received from non-consolidated affiliates in both the operating and investing section of the Statement of Cash Flows.

~~(2) Receipts~~ Subsequent to the Exchange Offer Transactions, Other products also includes contributions from ~~our Tecfidera milestone payments are presented as~~ ~~Proceeds from available for sale debt securities~~ on the ~~Statement of Cash Flows.~~Legacy SLP Interest.

~~(3) Other Mature Products primarily include royalties on the following products: Prezista, Rotateq, Savella and Thalomid.~~

Adjusted Cash Receipts (non-GAAP)

Six Months Ended June 30, 2021 and 2020

Adjusted Cash Receipts ~~declined~~increased by ~~$231.6~~$154.9 million to $999.0 million in the six months ended June 30, ~~2020~~2021 compared to the ~~same period of 2019~~six months ended June 30, 2020, primarily driven by increased distribution to non-controlling interest as a result of a new non-controlling interest created related to the Legacy Investors Partnerships' ownership of approximately 18% in Old RPI following our Exchange Offer Transactions in February 2020. The decline in Adjusted Cash Receipts is further attributable to a decline in royalty receipts related to Mature Products, the most significant of which was Tecfidera. The decline was offset by an increase in royalty receipts from ~~our Growth Products~~the cystic fibrosis franchise, including royalty receipts related to the residual interest in the cystic fibrosis franchise that we acquired in November 2020, fixed payments from Biohaven on the Series A Biohaven Preferred Shares and new assets acquired subsequent to the six months ended June 30, 2020. Offsetting the increase in royalty receipts is a decline in royalty receipts from theHIV franchise, due to loss of ~~$236.4~~exclusivity for Truvada and Atripla, and a decline in royalty receipts from maturing assets, including Lyrica and Letairis. Additionally, we received a distribution of $21.3 million from Avillion II during the three months ended June 30, 2020 in connection with the cessation of the Merck KGaA Asset development for which there was no comparable activity in the six months ended June 30, ~~2020 compared~~2021. The increase in Adjusted Cash Receipts is further driven by a decrease in distributions to non-controlling interest, primarily due to a non-recurring distribution to the ~~same period of 2019, driven primarily by~~Legacy Investors Partnerships in connection with the ~~performance of Cystic fibrosis franchise~~, ~~Imbruvica,~~Exchange Offer Transactions that occurred in the ~~2019 acquisition of Promacta, and 2020 acquisitions including Entyvio and the Legacy SLP Interest, both of which are included in Other Growth Products.~~ three months ended March 31, 2020.

Below we discuss the key drivers of royalty ~~receipts from our Growth Products.~~receipts.

~~Growth Products~~Royalty Receipts

•Cystic fibrosis franchise – Royalty receipts from the cystic fibrosis franchise, which includes Kalydeco, Orkambi, ~~Symdeko~~Symdeko/Symkevi and ~~Trikafta,~~Trikafta/Kaftrio, all approved for patients with certain mutations causing cystic fibrosis, increased by ~~$42.8~~$87.3 million in the six months ended June 30, ~~2020~~2021 compared to the ~~same period of 2019, primarily~~six months ended June 30, 2020. The increase was driven ~~by the highly successful launch of Trikafta in the U.S. and partially offset~~ by a clawback adjustment related to Vertex’s agreement with the French Authorities ~~for a national~~around reimbursement ~~deal~~ for Orkambi ~~during~~that reduced royalty receipts in the ~~first quarter~~three months ended March 31, 2020, as well as growth in sales for the overall cystic fibrosis franchise resulting from continued uptake of ~~2020.~~Trikafta in the United States and Kaftrio in Europe. Following our acquisition of the residual interest from the Cystic Fibrosis Foundation in the three months ended December 31, 2020, Royalty Pharma is entitled to all royalty receipts on annual worldwide net sales above $5.8 billion and received royalty receipts related to the residual interest in the cystic fibrosis franchise in the six months ended June 30, 2021.

•Tysabri – Royalty receipts from Tysabri, which is marketed by Biogen for the treatment of multiple sclerosis, increased by ~~$11.7~~$2.7 million in the six months ended June 30, ~~2020~~2021 compared to the ~~same period of 2019, benefiting from extra shipping days and a pricing adjustment in Italy related to prior periods as well asaccelerated sales that occurred related to COVID-19.~~six months ended June 30, 2020, driven by continued patient growth.

•Imbruvica – Royalty receipts from Imbruvica, which is marketed by AbbVie and Johnson & Johnson for the treatment of blood cancers and chronic graft versus host disease, increased by ~~$31.9~~$17.2 million in the six months ended June 30, ~~2020~~2021 compared to the ~~same period of 2019,~~six months ended June 30, 2020, driven by continued penetration in patients with chronic lymphocytic ~~leukemia.~~leukemia, favorable pricing and partially offset by lower new patient starts due to the COVID-19 pandemic as well as the impact of a COVID-19 inventory stocking benefit in the six months ended June 30, 2020.

•Januvia, Janumet, Other DPP-IVs – Royalty receipts from the DPP-IVs for type 2 diabetes, which includes Januvia and Janumet, both marketed by Merck, increased by $5.6 million in six months ended June 30, 2021 compared to the six months ended June 30, 2020.

•Xtandi – Royalty receipts from Xtandi, which is marketed by Pfizer and Astellas for the treatment of prostate cancer, increased by $7.9 million in the six months ended June 30, 2021 compared to the six months ended June 30, 2020, driven by demand across various prostate cancer indications.

•Promacta – Royalty receipts from Promacta, which is marketed by Novartis for the treatment of chronic immune thrombocytopenia and aplastic anemia, increased by $14.1 million in the six months ended June 30, 2021 compared to the six months ended June 30, 2020. This growth was driven by increased use in immune thrombocytopenia and as first-line treatment for severe aplastic anemia in the United States.

•HIV franchise – Royalty receipts from the HIV franchise, which is based on products marketed by Gilead that contain emtricitabine, including Biktarvy, Genvoya and Truvada, among others, ~~increased~~decreased by ~~$20.0~~$73.5 million in the six months ended June 30, ~~2020~~2021 compared to the ~~same period of 2019.~~six months ended June 30, 2020. This ~~increase~~decrease was driven by ~~strong performance of Biktarvy offset by decreases~~a decline in sales volumes of ~~other combination products.~~Truvada and Atripla following loss of exclusivity in the United States as well as seasonal trends given a COVID-19 inventory stocking benefit in the six months ended June 30, 2020.

•~~Januvia, Janumet, Other DPP-IVs~~Cabometyx/Cometriq – Royalty receipts from ~~the DPP-IVs for type 2 diabetes, which includes Januvia and Janumet, both marketed by Merck & Co., declined slightly primarily driven by the continued pricing pressure in the U.S.~~

• ~~Xtandi~~ ~~– Royalty receipts from Xtandi,~~Cabometyx/Cometriq, which is marketed by ~~Pfizer~~Exelixis, Ipsen and ~~Astellas for the treatment of prostate cancer, increased by $14.3~~Takeda, were $10.1 million in the six months ended June 30, ~~2020 compared to~~2021. We acquired the ~~same period of 2019, driven by demand~~Cabometyx/Cometriq royalty in ~~across various prostate cancer indications.~~March 2021.

•~~Promacta~~Nurtec ODT – Royalty receipts from ~~Promacta, which is~~Nurtec ODT, marketed by ~~Novartis~~Biohaven for the acute treatment of ~~chronic immune thrombocytopenia and aplastic anemia, increased by $43.1~~migraine, were $2.0 million in the six months ended June 30, 2021. In addition, as a result of the approval of Nurtec ODT in February 2020, ~~compared~~Royalty Pharma received $31.3 million in fixed payments from Biohaven during the six months ended June 30, 2021 which represent the first two of 16 consecutive quarterly payments to be received from Biohaven relating to the ~~same period of 2019. We acquired the Promacta royalty in March 2019 and did not record royalty receipts for Promacta until the second quarter of 2019.~~Series A Biohaven Preferred Shares.

~~Mature Products~~

The declines in our royalty receipts from Mature Products were primarily related to Tecfidera. Our contractual agreement covering our milestones on cumulative sales of Tecfidera up to $20 billion ended in 2018 and therefore, receipts

~~from Tecfidera ceased after the final milestone was collected in the first quarter of 2019. We also saw declines in receipts from the losses of exclusivity for Lyrica and Letairis.~~

Distributions to Non-Controlling ~~Interests~~Interest

Distributions to non-controlling ~~interests increased~~interest decreased by ~~$206.7~~$46.3 million to $238.2 million in the six months ended June 30, ~~2020~~2021 compared to the ~~same period of 2019,~~six months ended June 30, 2020, which ~~negatively impacts~~positively impacted Adjusted Cash Receipts. ~~This increase~~The decrease in distributions to non-controlling interest is primarily due to ~~the additional 18% contractual non-controlling interest held by the Legacy Investors Partnerships that arose in the Exchange Offer. The increased distributions related~~a non-recurring distribution to the Legacy Investors Partnerships ~~were partially offset by a decline~~ in ~~distributions related to RPSFT from~~connection with the ~~maturation of several royalties held by~~Exchange Offer Transactions that occurred in the ~~RPCT, including Humira and Remicade.~~three months ended March 31, 2020.

Adjusted EBITDA (non-GAAP)

Six Months Ended June 30, 2021 and 2020

Adjusted EBITDA ~~declined~~increased by ~~$254.4~~$143.1 million to $917.2 million in the six months ended June 30, ~~2020~~2021 compared to the ~~same period of 2019, also~~six months ended June 30, 2020 as a result of the factors noted above in “Adjusted Cash Receipts (Non-GAAP).” ~~In addition, payments~~Payments for operating and professional costs, the only adjustment between Adjusted Cash Receipts and Adjusted EBITDA, increased in ~~2020~~2021 as a result of higher costs for Operating and Personnel Payments under the terms of our ~~New~~ Management Agreement ~~and increased costs for~~offset by a decrease in non-recurring professional services ~~paid~~fees, restructuring fees and refinancing fees incurred in the six months ended June 30, 2020 in connection with the ~~Reorganization~~Exchange Offer Transactions and ~~our~~the IPO.

Adjusted Cash Flow (non-GAAP)

Six Months Ended June 30, 2021 and 2020

Adjusted Cash Flow ~~declined~~increased by ~~$156.7~~$171.6 million to $838.0 million in the six months ended June 30, ~~2020~~2021 compared to the ~~same period of 2019~~six months ended June 30, 2020 primarily for the same reasons noted above in “Adjusted Cash Receipts (Non-GAAP).” ~~In 2020, we~~Further, the increase in Adjusted Cash Flow was also due to a $17.7 million decrease in net interest paid ~~$35.4 million~~in the six months ended June 30, 2021 due to ~~terminate our~~a lower weighted average interest rate ~~swaps executed~~on the $6.0 billion of Notes that were issued in ~~connection~~September 2020 compared to the weighted average interest rate on the senior secured credit facilities that were in place during the six months ended June 30, 2020. The increase is further attributed to the lower ongoing development-stage funding requirements under our co-funding agreement with Sanofi and the ~~Reorganization Transactions, which was offset~~lower funding requirements by the ~~return~~Avillion entities following the cessation of ~~collateral, lower ongoing~~the Merck KGaA Asset development ~~stage funding payments and lower interest payments on our new credit facilities.~~in 2020.

Non-GAAP Reconciliations

Adjusted Cash Receipts, Adjusted EBITDA and Adjusted Cash Flow are non-GAAP measures presented as supplemental measures to our GAAP financial performance. These non-GAAP financial measures exclude the impact of certain items and therefore have not been calculated in accordance with GAAP. In each case, because our operating performance is a function of our liquidity, the non-GAAP measures used by management are presented and defined as supplemental liquidity measures. We caution readers that amounts presented in accordance with our definitions of Adjusted Cash Receipts, Adjusted EBITDA, and Adjusted Cash Flow may not be the same as similar measures used by other companies. Not all companies and analysts calculate the non-GAAP measures we use in the same manner. We compensate for these limitations by using non-GAAP financial measures as supplements to GAAP financial measures and by presenting the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures, in each case being Net cash provided by operating ~~activities.~~activities.

We believe that Adjusted Cash Receipts and Adjusted Cash Flow provide meaningful information about our operating performance because the business is heavily reliant on its ability to generate consistent cash flows and these measures reflect the core cash collections and cash charges comprising our operating results. Management strongly believes that our significant operating cash flow is one of the attributes that attracts potential investors to our business.

In addition, we believe that Adjusted Cash Receipts and Adjusted Cash Flow help identify underlying trends in the business and permit investors to more fully understand how management assesses the performance of the Company, including planning and forecasting for future periods. Adjusted Cash Receipts and Adjusted Cash Flow are used by management as key liquidity measures in the evaluation of the Company’s ability to generate cash from operations. Both measures are an indication of the strength of the Company and the performance of the business. Management uses Adjusted Cash Receipts and Adjusted Cash Flow when considering available cash, including for decision-making purposes related to funding of acquisitions, voluntary debt repayments, dividends and other discretionary investments. Further, these non-GAAP financial measures help management, the audit committee and investors evaluate ~~the Company’s~~our ability to generate liquidity from operating activities.

Management believes that Adjusted EBITDA is an important non-GAAP measure in analyzing our liquidity and is a key component of certain material covenants contained within the Company’s ~~Credit Agreement.~~credit agreement. Noncompliance with the interest coverage ratio and leverage ratio covenants under the credit agreement could result in our lenders requiring the Company to immediately repay all amounts borrowed. If we cannot satisfy these financial covenants, we would be prohibited

under our credit agreement from engaging in certain activities, such as incurring additional indebtedness, paying dividends, making certain payments, and acquiring and disposing of assets. Consequently, Adjusted EBITDA is critical to the assessment of our liquidity.

Management uses Adjusted Cash Flow to evaluate its ability to generate cash and performance of the business and to evaluate the Company’s performance as compared to its peer group. Management also uses Adjusted Cash Flow to compare its performance against non-GAAP adjusted net income measures used by many companies in the biopharmaceutical industry, even though each company may customize its own calculation and therefore one company’s metric may not be directly comparable to another’s. We believe that non-GAAP financial measures, including Adjusted Cash Flow, are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry.

The non-GAAP financial measures used in this ~~earnings release~~Quarterly Report on Form 10-Q have limitations as analytical tools, and you should not consider them in isolation or as a substitute for the analysis of our results as reported under GAAP. We have provided a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure, in each case beingNet cash provided by operating activities below.

To arrive at Adjusted Cash Receipts, we start with the GAAP line item, Net cash provided by operating activities, and adjust for the following items from the Statement of Cash Flows: to add back (1) Proceeds from available for sale debt securities ~~(Tecfidera milestone payments)~~ (redemption of Biohaven Preferred Shares), which are cash inflows that management believes are derived from royalties and form part of our core business strategy, (2) Distributions from non-consolidated affiliates classified as Cash used in investing activities, (3) Interest paid, net of ~~interest~~ Interest received, (4) Development-stage funding payments, ~~that are intended to generate royalties in the future,~~ (5) Payments for operating and professional ~~services,~~costs, (6) Payments for rebates, and (7) ~~Swap termination~~ Termination payments on derivative instruments, and to deduct (1) Distributions to non-controlling ~~interests,~~interest, which represents distributions to our historical non-controlling interest attributable to a de minimis interest in RPCT held by certain legacy investors and to a new non-controlling interest that was created as a result of the Exchange Offer Transactions in February 2020 related to the Legacy Investors ~~Partnerships'~~Partnerships’ ownership of approximately 18% in Old RPI, and (2) ~~Swap~~Derivative collateral posted or (received), net, both of which are excluded when management assesses its operating performance through cash collections, or, Adjusted Cash Receipts.

To arrive at Adjusted EBITDA, we start with Net cash provided by operating activities and adjust for the following items from the Statement of Cash Flows: to add back (1) Proceeds from available for sale debt securities ~~(Tecfidera milestone payments)~~ (redemption of Biohaven Preferred Shares), (2) Distributions from non-consolidated affiliates classified as Cash used in investing activities, (3) Interest paid, net of ~~interest~~Interest received and (4) Development-stage funding payments and (5) ~~Swap termination~~ Termination payments on derivative instruments, and to deduct (1) Distributions to non-controlling interest and (2) ~~Swap~~Derivative collateral posted or (received), net.

To arrive at Adjusted Cash Flow, we start with Net cash provided by operating activities and adjust for the following items from the Statement of Cash Flows: to add back (1) Proceeds from available for sale debt securities ~~(Tecfidera milestone payments)~~ (redemption of Biohaven Preferred Shares), (2) Distributions from non-consolidated affiliates classified as Cash used in investing activities, (3) ~~Development-stage~~Upfront development-stage funding payments ~~– upfront,~~, and (4) Contributions from non-controlling interest- R&D, and to deduct (1) Distributions to non-controlling interest and (2) ~~Investment~~ Investments in non-consolidated ~~affiliates.~~affiliates. This is intended to present an Adjusted Cash Flow measure that is representative of cash generated from the broader business strategy of acquiring royalty-generating assets that are available for reinvestment and for discretionary purposes.

4859

(in thousands) For the three months ended
June 30, For the six months ended
June 30,
2020 2019 2020 2019
Net cash provided by operating activities (GAAP) $ 489,004 $ 336,881 $ 960,108 $ 769,777
Adjustments:
Tecfidera milestone payments (1) — — — 150,000
Distributions from non-consolidated affiliates - investing (2) 15,084 — 15,084 —
Interest paid, net (2) 30,967 61,458 79,834 115,807
Development stage funding payments - ongoing (3) 5,776 21,457 13,415 44,448
Payments for operating costs and professional costs 44,147 29,439 69,985 47,144
Swap termination payments — — 35,448 —
Distributions to non-controlling interests (123,159) (36,398) (284,546) (77,858)
Swap collateral posted or received, net (2) — 25,950 (45,252) 26,310
Adjusted Cash Receipts (non-GAAP) $ 461,819 $ 438,787 $ 844,076 $ 1,075,628
Net cash provided by operating activities (GAAP) 489,004 336,881 960,108 769,777
Adjustments:
Tecfidera milestone payments (1) — — — 150,000
Distributions from non-consolidated affiliates - investing (2) 15,084 — 15,084 —
Interest paid, net (2) 30,967 61,458 79,834 115,807
Development stage funding payments - ongoing (3) 5,776 21,457 13,415 44,448
Swap termination payments — — 35,448 —
Distributions to non-controlling interests (123,159) (36,398) (284,546) (77,858)
Swap collateral posted or received, net (2) — 25,950 (45,252) 26,310
Adjusted EBITDA (non-GAAP) $ 417,672 $ 409,348 $ 774,091 $ 1,028,484
Net cash provided by operating activities (GAAP) 489,004 336,881 960,108 769,777
Tecfidera milestone payments (1) — — — 150,000
Distributions from non-consolidated affiliates - investing (2) 15,084 — 15,084 —
Distributions to non-controlling interests (2) (123,159) (36,398) (284,546) (77,858)
Investment in non-consolidated affiliates (2) (16,120) (9,842) (29,262) (18,684)
Contributions from non-controlling interests-R&D (2), (4) 3,854 — 5,114 —
Adjusted Cash Flow (non-GAAP) $ 368,663 $ 290,641 $ 666,498 $ 823,235


(in thousands)	For the three months ended June 30,				For the six months ended June 30,
	2021		2020		2021		2020
Net cash provided by operating activities (GAAP)	$	531,720	$	489,004	$	1,057,820	$	960,108
Adjustments:
Proceeds from available for sale debt securities (1), (2)	15,625		—		31,250		—
Distributions from non-consolidated affiliates - investing (2)	523		15,084		523		15,084
Interest (received)/paid, net (2)	(784)		30,967		62,168		79,834
Ongoing development-stage funding payments (3)	3,122		5,776		5,763		13,415

Payments for operating and professional costs	39,604		44,147		81,764		69,985
Termination payments on derivative instruments	—		—		—		35,448
Distributions to non-controlling interest (2)	(112,476)		(123,159)		(238,197)		(284,546)
Derivative collateral received, net (2)	(2,130)		—		(2,130)		(45,252)
Adjusted Cash Receipts (non-GAAP)	$	475,204	$	461,819	$	998,961	$	844,076

Net cash provided by operating activities (GAAP)	$	531,720	$	489,004	$	1,057,820	$	960,108
Adjustments:
Proceeds from available for sale debt securities (1), (2)	15,625		—		31,250		—
Distributions from non-consolidated affiliates - investing (2)	523		15,084		523		15,084
Interest (received)/paid, net (2)	(784)		30,967		62,168		79,834
Ongoing development-stage funding payments (3)	3,122		5,776		5,763		13,415

Termination payments on derivative instruments	—		—		—		35,448
Distributions to non-controlling interest (2)	(112,476)		(123,159)		(238,197)		(284,546)
Derivative collateral received, net (2)	(2,130)		—		(2,130)		(45,252)
Adjusted EBITDA (non-GAAP)	$	435,600	$	417,672	$	917,197	$	774,091

Net cash provided by operating activities (GAAP)	$	531,720	$	489,004	$	1,057,820	$	960,108
Adjustments:
Proceeds from available for sale debt securities (1), (2)	15,625		—		31,250		—
Distributions from non-consolidated affiliates - investing (2)	523		15,084		523		15,084

Distributions to non-controlling interest (2)	(112,476)		(123,159)		(238,197)		(284,546)
Investments in non-consolidated affiliates (2), (4)	(8,713)		(16,120)		(17,427)		(29,262)
Contributions from non-controlling interests-R&D (2)	2,083		3,854		4,080		5,114
Adjusted Cash Flow (non-GAAP)	$	428,762	$	368,663	$	838,049	$	666,498


(1) Receipts from the redemption of our ~~Tecfidera milestone payments~~Series A Biohaven Preferred Shares are presented as Proceeds from available for sale debt securities on the Statement of Cash Flows.
(2) The table below shows the line item for each adjustment and the direct location for such line item on the Statement of Cash Flows.

Reconciling adjustment			Statement of Cash Flows classification
Proceeds from available for sale debt securities			Investing activities
Investments in non-consolidated affiliates			Investing activities
Distributions to non-controlling ~~interests~~interest			Financing activities
Interest (received)/paid, net			Operating activities ~~(Interest~~(Interest paid less Interest ~~received)~~received)
~~Swap~~Derivative collateral ~~posted or (received),~~received, net			Operating activities ~~(Swap~~(Derivative collateral received less Derivative collateral ~~received less Swap collateral posted)~~posted)
Contributions from non-controlling interest- R&D			Financing activities
Distributions from non-consolidated affiliates - investing			Investing activities

(3) Our lenders consider all payments made to support R&D activities for products undergoing late-stage development similar to asset acquisitions as these funds are expected to generate operational returns in the future. All ongoing and upfront development-stage funding payments ~~- ongoing and upfront - run through~~are reported in R&D funding expense in net income and are added back in aggregate to Net cash provided by operating activities to arrive at Adjusted EBITDA. As a result, Adjusted EBITDA captures the full add-back for R&D funding payments while Adjusted Cash Flow only reflects the add-back for the upfront portion of development-stage funding payments due to the fact that ongoing development-stage funding payments ~~– ongoing~~ are considered an ongoing business expense.
(4) We consider all payments to fund our operating joint ventures that are performing ~~research and development~~R&D activities for products undergoing late stage development similar to asset acquisitions as these funds are expected to generate operational returns in the future. As a result, amounts funded through capital calls by our equity method investees, the Avillion ~~entities,~~Entities, are ~~added back~~deducted to arrive at Adjusted Cash ~~Flow.~~Flow, but are not deducted in Adjusted EBITDA.

Investments Overview

Ongoing investment in new royalties is fundamental to the long-term prospects of our business. New investments provide a source of growth for our royalty receipts, supplementing growth within our existing portfolio and offsetting declines for products in our portfolio that have lost market exclusivity. We evaluate an array of royalty acquisition opportunities on a continuous basis and expect to continue to make acquisitions in the ordinary course of our business. Our team has established a strong track record of identifying, evaluating and investing in royalties tied to leading products across therapeutic areas and treatment modalities. We invest in approved products and development-stage product candidates that have generated robust proof of concept data. We invest in these therapies through the purchase of royalties, by making hybrid investments and by acquiring businesses with significant existing royalty assets or the potential for the creation of such assets.

~~During~~For the ~~second quarter of 2020,~~six months ended June 30, 2021, we invested ~~$497.2~~$706.9 million in royalties and related assets, including ~~two new investments. For the first six months of 2020, we invested $667.3 million in royalties and related assets, including 4~~three new investments. While volatility exists in the quantum of our new acquisitions on a year-to-year basis due to the unpredictable timing of new investment opportunities, we have consistently deployed significant amounts of cash when measured over multi-year periods. Our approach is rooted in a highly disciplined evaluation process that is not dictated by a minimum annual investment threshold.

Summary of royalty acquisition activity

•In June 2021, we announced a long-term strategic funding partnership with MorphoSys AG (“MorphoSys”) to support MorphoSys’ acquisition of Constellation Pharmaceuticals, Inc. (“Constellation”), which closed on July 15, 2021. We agreed to provide up to $2.025 billion of funding to MorphoSys, comprised of an upfront payment of $1.425 billion, additional milestone payments of up to $150 million, up to $350 million of capital (“Development Funding Bonds”), which MorphoSys may draw over a one-year period from the close of its acquisition of Constellation. MorphoSys is required to draw a minimum of $150 million of Development Funding Bonds. In connection with the closing of MorphoSys’ acquisition of Constellation, we purchased 1,337,552 ordinary shares of MorphoSys for $100 million at a price of €63.35 per ordinary share, based on the average trading price of the ordinary shares over a period preceding the closing of the acquisition.

•In April 2021, we acquired a royalty interest in Oxlumo (lumasiran) from Dicerna Pharmaceuticals, Inc. for an upfront cash payment of $180 million and up to $60 million in contingent sales-based milestone payments. Oxlumo, which has been approved by the FDA and EMA for the treatment of primary hyperoxaluria (PH) type 1, is marketed by Alnylam Pharmaceuticals, Inc.

•In March 2021, we acquired a royalty interest in the cabozantinib products Cabometyx and Cometriq from GlaxoSmithKline for an upfront payment of $342 million and up to $50 million in additional payments contingent on the achievement of regulatory approvals of cabozantinib for prostate cancer and lung cancer in the U.S. and Europe.

•In January 2021, we acquired a royalty interest in seltorexant from Minerva Neurosciences, Inc. for an upfront payment of $60 million and up to $95 million in additional milestone payments, contingent on the achievement of certain clinical, regulatory and commercialization milestones. Seltorexant is currently in Phase 3 development for the treatment of major depressive disorder (MDD) with insomnia symptoms by Janssen Pharmaceutica, N.V., a subsidiary of Johnson & Johnson.

•In December 2020, we acquired royalty interests from BioCryst on (1) ORLADEYO (betrotralstat) to support the launch of the product in hereditary angioedema (HAE) and (2) its development stage Factor D inhibitor BCX9930 in exchange for an upfront cash payment of $125 million.

•In October 2020, we acquired the residual royalty interest in Vertex’s cystic fibrosis franchise owned by the Cystic Fibrosis Foundation. The agreement includes an upfront payment of $575 million and a potential milestone payment of $75 million.

•In August 2020, we entered into an expanded agreement with Biohaven Pharmaceuticals for up to $450 million to fund the development of zavegepant and the commercialization of Nurtec ODT. Biohaven ~~will receive a~~received an upfront payment of $150 million ~~upfront payment~~at closing and received an additional $100 million payment in March 2021 upon the start of the oral zavegepant phase 3 program. ~~Royalty Pharma~~We will receive a royalty on Nurtec ODT and zavegepant and success-based milestone payments based on zavegepant regulatory approvals. We will also provide further support for the ongoing launch of Nurtec ODT through the purchase of committed, non-contingent Commercial Launch Preferred Equity for a total of $200 million payable between 2021 and ~~2024.~~2024 which we started funding in the three months ended March 31, 2021. In return, Biohaven will pay a series of equal fixed payments between 2025 and 2030.

•In July of 2020, we acquired a royalty on risdiplam, a development-stage product for the treatment of ~~treatment of~~ Types 1, 2 and 3 spinal muscular atrophy (SMA) from PTC Therapeutics, Inc., in exchange for an upfront payment of $650 million. Evrysdi (risdiplam) was subsequently approved by the FDA in August 2020, representing the first, ~~at home,~~ oral treatment approved for infants, children and adults with all SMA types.

•In the second quarter of 2020, we acquired a royalty on 1)(1) Prevymis, an approved product to prevent cytomegalovirus ~~(“CMV”)~~(CMV) infection in stem cell transplants, from AiCuris Anti-infective Cures GmbH in exchange for an upfront payment of $220 million, and 2)(2) IDHIFA, an approved ~~product a~~ product for the treatment of adult patients with relapsed or refractory acute myeloid leukemia (AML) with an isocitrate dehydrogenase-2 (IDH2) mutation, from Agios Pharmaceuticals, Inc. in exchange for an upfront payment of $255 million.

•In the first quarter of 2020, we acquired a royalty on Entyvio, an approved product for the treatment of ulcerative colitis and Crohn’s disease, from The General Hospital Corporation in exchange for an upfront payment of $86.6 million.

•~~In the first quarter of 2019,~~Additionally, in April 2021, we entered into ~~a preferred share purchase~~an agreement with ~~Biohaven through~~MSCI Inc. (“MSCI”), a leading provider of critical decision support tools and services where we will assist MSCI to design a classification framework and index methodologies which will expand MSCI’s thematic index suite with the launch of new indexes. In return, we ~~purchased $125 million in preferred shares and may~~will receive a portion of MSCI’s revenues from those indexes. We do not expect the financial statement impact associated with this transaction to be required to purchase up to an additional $75 million in preferred shares at Biohaven’s option, providing us with a fixed return on redemption of two times our investment on FDA approval of Biohaven’s pipeline product, Nurtec ODT (rimegepant), for migraine treatment. The FDA approved Nurtec ODT (rimegepant)material for the ~~acute treatment of migraine in adults in February 2020.~~year ended December 31, 2021.

•In the first quarter of 2019, we acquired the following: (1) a royalty on Promacta, an approved product for the treatment of chronic immune thrombocytopenia and aplastic anemia, from Ligand in exchange for an upfront payment of $827 million, (2) a royalty on Eli Lilly’s Emgality, an approved product for the treatment of migraine, from Atlas Ventures and Orbimed for $260 million and (3) a royalty on Johnson & Johnson’s Erleada, an approved product for the treatment of prostate cancer, from the Regents of the University of California for $105.4 million and potential future milestones.

Liquidity and Capital Resources

Overview

Our primary source of liquidity is cash provided by operations. For the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, we generated ~~$960.1 million~~$1.1 billion and ~~$769.8~~$960.1 million, respectively, in Net cash provided by ~~operations.~~operating activities. We believe that our existing capital resources, ~~and~~ cash provided by ~~operations~~operating activities and our Revolving Credit Facility (defined below) will continue to allow us to meet our operating and working capital requirements, to fund planned strategic acquisitions and ~~research and development~~R&D funding arrangements, and to meet our debt service obligations for the foreseeable future. We have historically operated at a low level of fixed operating costs. Our primary cash operating expenses, ~~after this offering,~~ other than ~~research and development~~R&D funding commitments, ~~will~~ include interest expense, our Operating and Personnel Payments, and legal and professional fees.

We have access to substantial sources of funds ~~at numerous banks worldwide~~in the capital markets and we may, from time to time, seek additional capital through a combination of additional debt or equity financings. In June 2020, we completed our IPO and received net proceeds of approximately $1.9 billion from the IPO after deducting underwriting discounts and commissions of approximately $86.3 million. In September 2020, we refinanced our syndicated term loan facilities with $6.0 billion of Notes. Additionally, we entered into a five-year unsecured revolving credit facility which provides for borrowing capacity of up to $1.5 billion (the “Revolving Credit Facility”) in September 2020. The Revolving Credit Facility remains undrawn and available to us as of June 30, 2021. In July 2021, we issued an additional $1.3 billion of senior unsecured notes. Our ability to satisfy our working capital needs, debt service and other obligations, and to comply with the financial covenants under our financing agreements depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control.

We have historically funded our acquisition program through free cash flow, equity contributions and debt. Our low operating costs coupled with a lack of capital expenditures and low taxes have contributed to our strong financial profile, resulting in high operating leverage and high conversion of our Adjusted Cash Receipts to Adjusted Cash Flow. We expect to continue funding our current and planned operating costs (excluding acquisitions) principally through our cash flow from operations and our acquisition program through cash flow and issuances of equity and debt. In the past, we have supplemented our available cash and cash equivalents on hand with attractive debt capital to fund certain strategic acquisitions.

As of June 30, 2021 and December 31, 2020, we had total long-term debt outstanding of ~~$5.7 billion. As of December 31, 2019, we had total long-term debt outstanding of $6.0 billion.~~$5.8 billion and $5.8 billion, respectively. In February 2020, in connection with the Exchange Offer Transactions, we repaid our outstanding debt held by RPIFT in full and issued new long-term debt at RPI Intermediate FT. In September 2020, we repaid in full our senior secured credit facilities entered into in February 2020 using the proceeds of the Notes in addition to cash on hand.

Cash flows

The following table summarizes our cash flow activities:


(in thousands)	(in thousands)	Six Months Ended June 30,						(in thousands)	Six Months Ended June 30,
		2020		2019			2021			2020
Cash provided by (used in):	Cash provided by (used in):					Cash provided by (used in):
Operating activities	Operating activities	$	960,108	$	769,777	Operating activities	$	1,057,820		$	960,108
Investing activities	Investing activities	$	(922,316)	$	(1,475,537)	Investing activities	$	(473,134)		$	(1,006,720)
Financing activities	Financing activities	$	2,121,956	$	(625,135)	Financing activities	$	(451,085)		$	2,121,956

Analysis of Cash Flow Changes

Operating activities

Cash provided by operating activities increased by ~~$190.3~~$97.7 million in the six months ended June 30, ~~2020~~2021 compared to the ~~same period of the prior year. The primary driver was~~six months ended June 30, 2020, primarily driven by an increase in cash collections from financial royalty ~~receipts~~assets of ~~$108.4~~$90.6 million and ~~$82.9~~a decrease of $18.9 million in interest paid, primarily due to a lower weighted average interest rate on the Notes compared to the weighted average interest rate on the senior secured credit facilities that were in place during the six months ended June 30, 2020. Partially offsetting the increase in royalty receipts was an $11.8 million increase in ~~cash related to~~payments for operating and professional costs. The increase in operating and professional costs was primarily driven by higher Operating and Personnel Payments under the ~~termination~~terms of our ~~swaps~~Management Agreement subsequent to our IPO, which was partially offset by lower professional costs associated with our IPO, refinancing and ~~lower interest paid under the refinanced credit facilities.~~restructuring.

Investing activities

Cash used in investing activities ~~declined~~decreased by ~~$553.2~~$533.6 million in the six months ended June 30, ~~2020~~2021 compared to ~~the same period of the prior year, primarily due to larger acquisitions of financial royalty asset in the prior year period. We acquired three new financial royalty assets in each of~~ the six months ended June 30, 2020, primarily driven by a $508.6 million increase in the overall net cash provided by marketable securities and ~~2019. The decline is further attributable~~offset by a $109.1 million increase in cash used to acquire financial royalty assets. Additionally, in the six months ended June 30, 2021, we received $109.4 million of proceeds from the sale of all of our Cytokinetics common stock and a portion of our Biohaven common stock compared to our ~~Tysabri milestone payment made in the prior year period in addition to the~~ purchase of ~~available for sale debt~~$50.0 million of equity securities in the ~~same prior year period. The overall decline~~six months ended June 30, 2020.

Financing activities

Cash used in ~~investing~~financing activities in the six months ended June 30, 2021 was $451.1 million compared to cash provided by financing activities of $2.1 billion in the six months ended June 30, 2020. Cash used in financing activities in the six months ended June 30, 2021 was primarily comprised of distributions to non-controlling interest of $325.2 million and $138.6 million in dividends paid to shareholders. Cash provided by financing activities in the six months ended June 30, 2020 was ~~partially offset by purchases~~primarily comprised of ~~marketable securities in~~ the ~~current period, which we did not have in the comparative period.~~

~~Financing activities~~

~~In the six months ended June 30, 2020, we had cash provided by financing activities as opposed to cash used by financing activities in the comparative period. The~~ proceeds from the issuance of Class A ordinary shares upon our initial public offering in June 2020 ~~provided~~of $1.9 billion, net of offering costs ~~paid. The~~paid and the repayment of our pro rata portion of RPIFT’s outstanding debt in February 2020 ~~including through amounts contributed by a non-controlling interest,~~ and subsequent debt issuance, which resulted in net proceeds of $869.6 ~~million. This~~million, for which there was ~~offset by a $234.7 million increase in distributions to non-controlling interest~~no comparable activity in the six months ended June 30, ~~2020 due to the new contractual non-controlling interest held by the Legacy Investors Partnerships that arose in the Reorganization Transactions.~~2021.

Sources of Capital

As of June 30, 2021, our cash and cash equivalents and marketable securities totaled $1.1 billion and $842.7 million, respectively. As of December 31, 2020, our cash and cash equivalents and marketable securities totaled ~~$2.4 billion. As of December 31, 2019, our cash~~$1.0 billion and ~~cash equivalents totaled $283.7 million.~~$983.3 million, respectively. We intend to fund short-term and long-term financial obligations as they mature through cash and cash equivalents, sales of short-term marketable securities, future cash flows from operations or the issuance of additional debt. Our ability to generate cash flows from operations, issue debt or enter into financing arrangements on acceptable terms could be adversely affected if there is a material decline in the sales of the underlying pharmaceutical products in which we hold royalties, deterioration in our key financial ratios or credit ratings, or other material unfavorable changes in business conditions. Currently, we believe that we have sufficient financial flexibility to issue debt, enter into other financing arrangements and attract long-term capital on acceptable terms to support our growth objectives.

Borrowings

~~New~~ Senior Unsecured Notes

On September 2, 2020, we issued $6.0 billion of Notes with a weighted average coupon rate of 2.125% and requiring interest payments of approximately $127.5 million on an annual basis, paid semi-annually. The Notes consist of the following:

•$1.0 billion principal amount of 0.750% senior notes due 2023, issued at 99.322% of par;

•$1.0 billion principal amount of 1.200% senior notes due 2025, issued at 98.875% of par;

•$1.0 billion principal amount of 1.750% senior notes due 2027, issued at 98.284% of par;

•$1.0 billion principal amount of 2.200% senior notes due 2030, issued at 97.760% of par;

•$1.0 billion principal amount of 3.300% senior notes due 2040, issued at 95.556% of par; and

•$1.0 billion principal amount of 3.550% senior notes due 2050, issued at 95.306% of par.

The indenture governing the Notes contains certain covenants which we were in compliance with as of June 30, 2021. We used the net proceeds from the Notes offering, together with available cash on hand, to repay in full the senior secured credit facilities.

Revolving Credit Facility

On September 18, 2020, RP Holdings, as borrower, entered into a five-year unsecured revolving credit facility which provides for borrowing capacity up to $1.5 billion for general corporate purposes. Our revolving credit agreement includes certain customary financial covenants with which we were in compliance as of June 30, 2021. The Revolving Credit Facility remains undrawn and available to us as of June 30, 2021.

Senior Secured Credit Facilities

On February 11, 2020, in connection with the Exchange Offer Transactions ~~(discussed earlier in this MD&A)~~ and using funds contributed by RPI Intermediate FT and the Legacy Investors Partnerships, RPIFT repaid its outstanding debt and accrued interest, and terminated all outstanding interest rate swaps. RPI Intermediate FT, as borrower, entered into a term loan credit agreement (the ~~“Credit~~“Senior Secured Credit Agreement”) with Bank of America, N.A., as administrative agent, the lenders party thereto from time to time and the other parties thereto. ~~The new~~In September 2020, we repaid in full the outstanding principal amounts of term loans under senior secured credit facilities ~~contained in~~governed by the Senior Secured Credit Agreement ~~consist of a term loan A (“Tranche A-1”) and term loan B (“Tranche B-1”) in~~with net proceeds from the amounts of $3.20 billion and $2.84 billion, respectively. Tranche A-1 has an interest rate of 1.50% above LIBOR and matures in February 2025. Tranche B-1 has an interest rate of 1.75% above LIBOR matures in February 2027. See “Description of Material Indebtedness.”Notes.

We had the following indebtedness outstanding atas of June 30, ~~2020~~2021 and at December 31, ~~2019:~~2020:

(in thousands) Maturity Spread over LIBOR (1) June 30, 2020 December 31, 2019
New RPI Intermediate FT Senior Secured Credit Facilities:
   Term Loan A Facility 2/2025 150 bps $ 3,120,000 $ —
   Term Loan B Facility 2/2027 175 bps 2,825,800 —
RPIFT Senior Secured Credit Facilities:
   Term Loan B Facility
      Tranche B-6 3/2023 200 bps — 4,123,000
   Term Loan A Facility
       Tranche A-4 5/2022 150 bps — 2,150,000
Total senior secured debt 5,945,800 6,273,000
Loan issuance costs (3,929) (1,691)
Original issue discount (30,023) (33,187)
Total long-term debt, including current portion 5,911,848 6,238,122
Less: Current portion of long-term debt (182,226) (281,984)
Total long-term debt $ 5,729,622 $ 5,956,138


(in thousands)	Maturity	Interest rate	June 30, 2021		December 31, 2020
Senior Unsecured Notes:
Senior unsecured notes (issued at 99.322% of par)	9/2023	0.750%	$	1,000,000	$	1,000,000
Senior unsecured notes (issued at 98.875% of par)	9/2025	1.200%	1,000,000		1,000,000
Senior unsecured notes (issued at 98.284% of par)	9/2027	1.750%	1,000,000		1,000,000
Senior unsecured notes (issued at 97.760% of par)	9/2030	2.200%	1,000,000		1,000,000
Senior unsecured notes (issued at 95.556% of par)	9/2040	3.300%	1,000,000		1,000,000
Senior unsecured notes (issued at 95.306% of par)	9/2050	3.550%	1,000,000		1,000,000
Total senior secured debt			6,000,000		6,000,000
Unamortized debt discount and issuance costs			(174,441)		(183,416)
Total long-term debt			$	5,825,559	$	5,816,584

RPIFT Senior Secured Credit Facilities

~~(1)Borrowings under our senior secured credit facilities bear interest at a rate equal to LIBOR plus an applicable margin.~~

The RPIFT Senior Secured Credit Facilities (the ~~“Old~~“Prior Credit Facility”)

~~The Old Credit Facility was~~ were issued by our wholly-owned subsidiary, RPIFT, and ~~was~~were investment grade rated. RPIFT used interest rate swap agreements to fix a portion of its floating rate debt. In February 2020, in connection with the Exchange Offer Transactions, the ~~Old~~Prior Credit Facility was repaid in full and new long-term debt was issued by RPI Intermediate FT.

2021 Notes

Guarantor Financial Information

Our obligations under the Notes are fully and unconditionally guaranteed by RP Holdings, a non-wholly owned subsidiary (the “Guarantor Subsidiary”). Our remaining subsidiaries (the “Non-Guarantor Subsidiaries”) do not guarantee the Notes. Under the terms of the indenture governing the Notes, Royalty Pharma plc and the Guarantor Subsidiary each fully and unconditionally, jointly and severally, guarantee the payment of interest, principal and premium, if any, on the Notes. The par value and carrying value of the total outstanding and guaranteed Notes was $6.0 billion and $5.8 billion, respectively as of June 30, 2021.

The following financial information presents summarized combined balance sheet information as of June 30, 2021 and December 31, 2020, and summarized combined statement of comprehensive income information for the six months ended June 30, 2021 for Royalty Pharma plc and RP Holdings. All intercompany balances and transactions between Royalty Pharma plc and RP Holdings are eliminated in the presentation of the combined financial statements. RP Holdings’ most significant asset is its investment in operating subsidiaries, which has been eliminated in the table below to exclude investments in Non-Guarantor Subsidiaries. As a result, our ability to make required payments on the Notes depends on the performance of our operating subsidiaries and their ability to distribute funds to us. There are no material restrictions on distributions from the operating subsidiaries. Amounts presented below do not represent our total consolidated amounts as of June 30, 2021 and December 31, 2020 or for the six months ended June 30, 2021.


Summarized Combined Balance Sheet	As of		As of
(in thousands)	June 30, 2021		December 31, 2020
Current assets	$	48,338	$	51,625
Current interest receivable on intercompany notes due from Non-Guarantor Subsidiaries	13,999		15,709
Non-current assets	3,950		4,558
Non-current intercompany notes receivable due from Non-Guarantor Subsidiaries	1,731,393		2,101,656

Current liabilities	48,566		44,161
Current interest payables on intercompany notes due to Non-Guarantor Subsidiaries	13,999		15,709
Current intercompany payables due to Non-Guarantor Subsidiaries	—		1,182
Non-current liabilities	5,825,023		5,816,133
Non-current intercompany notes payable due to non-Guarantor Subsidiaries	1,731,393		2,101,656


Summarized Combined Statement of Comprehensive Income	For the six months ended June 30, 2021
(in thousands)

Interest income on intercompany notes receivable from Non-Guarantor Subsidiaries	$	24,555

Operating expenses	83,140
Interest expenses on intercompany notes payable with Non-Guarantor Subsidiaries	24,555
Other expenses	653
Net loss	83,793

Uses of Capital

Acquisitions of royalties

We acquire product royalties in a variety of ways that can be tailored to the needs of our partners. We classify our product royalty acquisitions by the following structures:

•Synthetic / Hybrid Royalties – A synthetic royalty is the contractual right to a percentage of top-line sales created by the owner of a therapy in exchange for funding. In many of our synthetic royalties, we also make investments in the public equity of the company, where the main value driver of the company is the product for which we concurrently acquired a royalty.

•R&D Funding – We fund R&D, typically for large biopharmaceutical companies, in exchange for future royalties and/or milestones if the product or indication we are funding is approved.

•M&A - We acquire royalties in connection with M&A transactions, often from the buyers of biopharmaceutical companies when they dispose of the non-strategic assets of the target company following the closing of the acquisition. We also seek to partner with companies to acquire other biopharmaceutical companies that own significant royalties. We may also seek to acquire biopharmaceutical companies that have significant royalties or where we can create royalties in subsequent transactions.

Distributions to Shareholders/Unitholders

InWe paid dividends to holders of our Class A ordinary shares of $138.6 million in the six months ended June 30, 2021. We do not have a legal obligation to pay a quarterly dividend or dividends at any specified rate or at all.

We made distributions of $285.4 million to shareholders/unitholders in the six months ended June 30, 2020.

Commercial Launch Preferred Equity and Other Funding Arrangements

In June 2021, we announced a long-term strategic funding partnership with MorphoSys to support MorphoSys’ acquisition of Constellation, which closed on July 15, 2021. As part of the funding agreement, we agreed to provide MorphoSys up to $350 million of Development Funding Bonds, which MorphoSys may draw over a one-year period from the close of its acquisition of Constellation. MorphoSys is required to draw a minimum of $150 million. In return, we expect to receive a return of 2.2 times the amount funded on the Development Funding Bonds payable on a quarterly basis over nine years, with the first payment beginning two years after the funding.

On August 7, 2020, ~~and 2019,~~ we ~~made distributions~~entered into the Series B Biohaven Preferred Share Purchase Agreement (“Series B Biohaven Preferred Share Agreement”) with Biohaven to purchase up to 3,992 shares of ~~$285.4 million and $396.0 million, respectively. See “Dividend Policy”~~Series B Biohaven Preferred Shares at a price of ~~our Prospectus~~$50,100 per preferred share (the “Commercial Launch Preferred Equity”), for a ~~description~~total of $200.0 million payable on a quarterly basis between March 31, 2021 and December 31, 2024. In the three months ended March 31, 2021, we began purchasing the Series B Biohaven Preferred Shares.

We have other funding arrangements where we are contractually obligated to fund R&D activities performed by our ~~dividend policy after~~development partners and to provide additional capital related to our equity method investment in the ~~IPO.~~Avillion entities. As our committed capital requirements are based on phases of development, the completion of which is highly uncertain, only the capital required to fund the current stage of development under such funding arrangements is considered committed capital requirements which approximate $43.5 million as of June 30, 2021.

Debt service

~~In connection with our new Credit Agreement, we have substantial debt service requirements, including required annual amortization payments and payments for interest expense.~~ As of June 30, ~~2020, we are required to repay~~2021, the ~~term loans~~future principal and interest payments under ~~the Credit Agreement~~our Notes over the next five years and thereafter are as follows:


(in thousands)	Principal Payments		Interest Payments
Year
Remainder of 2021	$	—	$	63,750
2022	—		127,500
2023	1,000,000		127,500
2024	—		120,000
2025	1,000,000		120,000
Thereafter	4,000,000		1,527,500

Total (1)	$	6,000,000	$	2,086,250

(1)Excludes unamortized debt discount ~~on long-term debt of $30.0 million~~ and ~~loan~~ issuance costs of ~~$3.9~~$174.4 million as of June 30, 2021, which are amortized through interest expense over the remaining life of the underlying debt obligations.

Commitments, Contingencies and Guarantees

We are ~~currently~~ involved in certain legal proceedings arising in the ordinary course of business and, as required, accrue an estimate of the probable costs for resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. In general, estimates are developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. ~~Please refer to Part I, Item I, Note 17. Commitments and Contingencies.~~

Amounts related to contingent milestone payments are not considered contractual obligations as they are contingent on the successful achievement of certain development, regulatory approval or commercial milestones. In the six months ended June 30, 2021, we made a $100.0 million payment to Biohaven related to a development milestone that was achieved upon the start of the oral zavegepant Phase 3 program.

We began purchasing the Series B Biohaven Preferred Shares in the three months ended March 31, 2021, and have a remaining commitment of $164.8 million under our Commercial Launch Preferred Equity as of June 30, 2021.

In connection with the closing of MorphoSys’ acquisition of Constellation on July 15, 2021, we made an upfront payment of $1.425 billion to MorphoSys and purchased 1,337,552 ordinary shares of MorphoSys for $100 million at a purchase price of €63.35 per ordinary share, based on the average trading price of the ordinary shares over a period preceding the closing of the acquisition. As part of the funding agreement, we also agreed to make additional milestone payments of up to $150 million and provide up to $350 million of Development Funding Bonds, which MorphoSys may draw over a one-year period from the close of its acquisition of Constellation. MorphoSys is required to draw a minimum of $150 million of Development Funding Bonds.

There have been no other significant changes to our contractual obligations disclosed in the audited consolidated financial statements for the year ended December 31, 2020 included in our Annual Report on Form 10-K.

Other ~~off-balance sheet arrangements~~Off-Balance Sheet Arrangements

We do not have relationships with structured finance or special purpose entities that were established to facilitate off-balance sheet arrangements. Therefore, we are not exposed to any financing, liquidity, market or credit risk that may arise if we had engaged in such relationships. We consolidate variable interest entities when we are the primary beneficiary.

Critical Accounting Policies and Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Certain of these policies are considered critical as they have the most significant impact on ~~the Company’s~~our financial condition and results of operations and require the most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our most critical accounting policies relate to our royalties. Similarly, the most significant judgments and estimates applied by management are associated with the measurement of our financial royalty ~~assets classified as financial~~ assets. There have been no material changes to our critical accounting policies and estimates as described in our ~~Prospectus.~~Annual Report on Form 10-K.

Recent Accounting Pronouncements

See Note 22–Summary of Significant Accounting Policies to our consolidated financial statements for additional information on recently issued accounting standards.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are subject to certain risks which may affect our results of operations, cash flows and fair values of assets and liabilities, including volatility in foreign currency exchange rates and interest ~~rate movements.~~rates. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because ~~our cash equivalents are primarily held in short-term money market funds and~~ the nature of ~~our~~the marketable securities ~~is generally short-term. Although~~ we ~~currently do not have any interest rate swaps or foreign currency forward contracts in place,~~hold. In order to manage our exposures, we ~~have historically managed~~follow established risk management policies and procedures, including the ~~impact~~use of ~~foreign currency exchange rate and interest rate risk through various~~derivative financial instruments, such as swaps, rate locks and derivative instruments. We only use derivatives strategically to hedge existing interest rate exposure and to minimize volatility in cash flow and earnings arising from our exposure to foreign currency risk.forwards. We do not enter into derivative instruments for trading or speculative purposes. The counterparties to these contracts are all major financial institutions.

Foreign Currency Exchange Risk

Our results of operations are subject to foreign currency exchange risk through transactional exposure resulting from movements in exchange rates between the time we recognize royalty income or royalty revenue and the time at which the transaction settles, or we receive the royalty payment. The current portion of Financial royalty assets, net and Accrued royalty receivable account for the most common types of transactional exposure. Because we are entitled to royalties on worldwide sales for various products, there is an underlying exposure to foreign currency as the marketer converts payment amounts from local currencies to U.S. dollars using a quarterly average exchange rate. Therefore, cash received may differ from the estimated receivable based on fluctuations in currency. In addition, certain products pay royalties in currencies other than U.S. dollars,

which also creates foreign currency risk primarily with respect to the Euro, Canadian Dollar, Swiss Franc and Japanese Yen, as our functional and reporting currency is the U.S. dollar. To manage foreign currency exchange risk, we may periodically utilize non-deliverable forward exchange contracts. We do not currently have any foreign exchange contracts in place.

Interest Rate Risk

We are subject to interest rate fluctuation exposure through our ~~borrowings under our Senior Secured Credit Facilities and our~~ investments in money market accounts, ~~and~~ marketable securities, the majority of which bear a variable interest rate. As of June 30, ~~2020,~~2021, we held cash and cash equivalents of ~~$2.4~~$1.1 billion, of which ~~$2.2 billion~~$622.2 million was cash, ~~$121.9~~$10.0 million was invested in certificates of deposit and $510.1 million was invested in interest-bearing money market funds. We also held $842.7 million in marketable securities as of June 30, 2021 invested in commercial paper and certificates of deposit.

As of December 31, 2020, we had cash and cash equivalents of $1.0 billion, of which $832.7 million was cash, $151.7 million was invested in commercial paper and certificates of deposit and $143.9 million was invested in interest-bearing money market funds. We also held $343.7 million in marketable securities at June 30, 2020 invested in U.S. government securities, corporate debt securities and certificates of deposit.

~~As of December 31, 2019, we had cash and cash equivalents of $283.7 million, of which $19.9 million was cash, $41.5 million was invested in commercial paper and certificates of deposit and $222.3~~$24.3 million was invested in interest-bearing money market funds. In addition, as of December 31, ~~2019~~2020 we had ~~$57.0~~$983.3 million invested in ~~U.S. government~~corporate debt securities, commercial paper and certificates of deposit.

The objectives of our investment policy are the preservation of capital and fulfillment of liquidity needs. In order to maximize income without assuming significant market risk, we maintain our excess cash and cash equivalents in money market funds and marketable securities, largely composed of investment grade, short to intermediate term fixed income and debt securities. Because of the short term maturities of our cash equivalents and the short term nature of our marketable securities, we do not believe that a decrease in interest rates would have any material negative impact on the fair value of our cash equivalents or marketable securities.

Our debt portfolio is managed on a consolidated basis and management makes financing decisions to achieve the lowest cost of debt capital and to maximize portfolio objectives. ~~As of December 31, 2019, 33%~~Following the Notes issuance in September 2020, 100% of our outstanding debt ~~was effectively~~became fixed with a total weighted average coupon rate of 2.125% as of June 30, 2021. In September 2020, we also entered into a five-year $1.5 billion Revolving Credit Facility with a variable interest rate that remained undrawn as of ~~3.69% across~~June 30, 2021. We are subject to interest rate fluctuation exposure related to the ~~portfolio. Assuming the current level of borrowings, a 25 basis-point adverse movement in LIBOR would have increased annual interest expense by $10.4 million for the year ended December 31, 2019.~~Revolving Credit Facility, if drawn. In connection with the Reorganization Transactions, we terminated all of our interest rate swaps and currently do not have in place any derivative hedging our debt.

We manage our exposure to interest rate volatility on future debt issuances by entering into treasury rate lock contracts to lock in the rate on the interest payments related to anticipated debt issuances. In ~~addition, it is expected that LIBOR will be phased out by~~June 2021, we executed treasury rate lock contracts with notional amounts totaling $600.0 million to fix the ~~end~~interest rate on a portion of the principal related to our senior unsecured notes issued in July 2021. The ~~Alternative Reference Rates Committee of~~treasury lock contracts were terminated in July 2021, and the ~~Federal Reserve Board has identified~~resulting net loss was recognized in earnings in the Secured Overnight Financing Rate (SOFR) as the preferred alternative to LIBOR. As our Senior Secured Credit Facilities utilize LIBOR as a factor in determining the applicable interest rate, the expected discontinuation and transition may require us to renegotiate certain terms of the agreement to replace LIBOR with a new reference rate, which could increase the cost of servicing our debt and have an adverse effect on our results of operations and cash flows.same period.

Credit and Counterparty Risk

We ~~have~~are exposed to credit ~~risks that are generally~~risk related to the counterparties with which we do business. We are subject to credit risk from our royalty assets, our receivables and our derivative ~~contracts.~~financial instruments. The majority of our royalty assets and receivables arise from contractual royalty agreements that pay royalties on the sales of underlying pharmaceutical products in the United States, Europe and the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The products in which we hold royalties are marketed by leading biopharmaceutical industry participants, including, among others, AbbVie, Amgen, Bristol-Myers Squibb, ~~Celgene,~~ Gilead, ~~Sciences,~~ Johnson & Johnson, Lilly, Merck, ~~& Co.,~~ Pfizer, Novartis, ~~Biogen-Idec,~~Biogen, Roche/Genentech and Vertex. ~~The individual marketers~~As of June 30, 2021 and December 31, 2020, Vertex was the marketer and payor making up the largest balance of our current portion of Financial royalty assets, net~~were Vertex as of June 30, 2020 and Biogen as of December 31, 2019,~~ ,accounting for ~~27%~~29% and ~~18%~~27%, ~~respectively.~~respectively, as the marketer and payor of our royalties on the cystic fibrosis franchise. Refer to “—Understanding Our Results of Operations” within this MD&A for a discussion of the marketers or royalty payors accounting for ~~greater than~~ 10% or more of our total income and other revenues for the periods ended June 30, ~~2020~~2021 and ~~2019.~~2020.

We monitor the financial performance and creditworthiness of the counterparties to our royalty agreements and to our derivative ~~contracts~~financial instruments so that we can properly assess and respond to changes in their credit profile. To date, we have not experienced any significant losses with respect to the collection of income or revenue on our royalty assets or on the settlement of our derivative ~~contracts. Of the $2.1 billion of nominal interest rate swaps agreements in effect at December 31, 2019, the~~

~~maximum exposure with any single counterparty accounted for 29% of our total interest rate swap portfolio.~~financial instruments. If a counterparty becomes bankrupt, or otherwise fails to perform its obligations under a derivative ~~contract~~financial instruments due to financial difficulties, we may experience significant delays in obtaining any recovery under the derivative ~~contract~~financial instruments in a bankruptcy or other reorganization proceeding.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, ~~have~~has evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) prior to the filing of this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were, in design and operation, effective to the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial ~~Officers,~~Officer, has evaluated any changes in our internal controls over financial reporting that occurred during the ~~quarter~~three months ended June 30, ~~2020,~~2021, and has concluded that there was no change during such quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness Over Financial Reporting

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met and, as set forth above, our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of our disclosure control system were met.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

~~For~~From time to time, we or the Manager may be a ~~description~~party to various claims, charges and litigation matters arising in the ordinary course of business. Management and legal counsel regularly review the probable outcome of such proceedings. While we cannot feasibly predict the outcome of these matters with certainty, we believe, based on examination of these matters, experience to date and discussions with counsel, that the ultimate liability, individually or in the aggregate, will not adversely affect our ~~significant pending legal proceedings, please see Note 17. Commitments and Contingencies~~business, financial condition or results of ~~the Notes to Condensed Consolidated Financial Statements included in Part I, Item I of this Quarterly Report on Form 10-Q.~~operations.

Item 1A. RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in the ~~Prospectus.~~Annual Report on Form 10-K.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may ~~materially~~ adversely affect our business, financial condition ~~or future results.~~and results of operations.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

The following list sets forth information regarding all securities sold or issued by us in the three months ended June 30, 2020. No underwriters were involved in these sales. There was no general solicitation of investors or advertising, and we did not pay or give, directly or indirectly, any commission or other remuneration, in connection with the offering of these securities. In the transaction described below, appropriate legends were affixed to the securities issued in this transaction.

•~~In connection with the reorganization transaction incident to the IPO, Royalty Pharma issued 294,175,555 Class A ordinary shares, par value $0.0001 per share, to the Continuing Investors Partnerships.~~

•~~In connection with the IPO, Royalty Pharma issued 71,430 Class A ordinary shares, par value $0.0001 per share, to certain members of Royalty Pharma’s management and board of directors.~~

The offer, sale and issuance of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering.

~~Use of Proceeds from our Initial Public Offering of Ordinary Shares~~

On June 15, 2020, our registration statement on Form S-1 (File No. 333-238632), as amended, was declared effective by the SEC for our IPO of our Class A ordinary shares, pursuant to which we offered and sold a total of 89,333,920 Class A ordinary shares at a price to the public of $28.00 per share, of which 71,652,250 and 17,681,670 shares were offered by the Company and selling shareholders, respectively. The number of Class A ordinary shares issued at closing included the exercise in full of the underwriters’ option to purchase 11,652,250 additional Class A ordinary shares from the Company. J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and UBS Securities LLC acted as representatives of the underwriters for the Offering.

The Company received net proceeds of approximately $1.9 billion from the IPO after deducting underwriting discounts and commissions of approximately $86.3 million. We used the net proceeds from the IPO to acquire the RP Holdings Class A Interests shortly after completion of the Offering. None of the underwriting discounts and commissions or other expenses were paid directly or indirectly to any director, officer or general partner of ours or to their associates, persons owning ten percent or more of any class of our equity securities, or to any of our affiliates.None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

Not applicable.

Item 6. EXHIBITS

The following exhibits are filed as a part of this Quarterly Report on Form 10-Q:


Exhibit No.			Description of Exhibit
31.1*			Certification of the Registrant's Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
31.2*			Certification of the Registrant's Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
32*			Certification of the Registrant's Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS			XBRL Instance Document
101.SCH			XBRL Schema Document
101.CAL			XBRL Calculation Linkbase Document
101.DEF			XBRL Definition Linkbase Document
101.LAB			XBRL Label Linkbase Document
101.PRE			XBRL Presentation Linkbase

* Filed or furnished herewith

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ROYALTY PHARMA PLC

(Registrant)


Date: August ~~12, 2020~~11, 2021						/s/ Pablo Legorreta
						Pablo Legorreta
						Chief Executive Officer

Date: August ~~12, 2020~~11, 2021						/s/ Terrance Coyne
						Terrance Coyne
						Chief Financial Officer

5872


(in thousands, except par value)	As of June 30,		As of December 31,
	2020		2019
Assets	(unaudited)
Current Assets
Cash and cash equivalents	$	2,443,430	$	283,682

Marketable securities	343,679		56,972
Financial royalty assets, net	526,937		452,560
Accrued royalty receivable	32,307		33,525

Available for sale debt securities	28,500		—

Other royalty income receivable	3,147		5,241
Other current assets	12,789		92
Total current assets	3,390,789		832,072

Financial royalty assets, net	11,169,857		10,842,052
Intangible royalty assets, net	40,258		51,724
Equity securities	477,185		380,756
Available for sale debt securities	162,454		131,280
Derivative financial instruments	14,717		42,315
Investments in non-consolidated affiliates	430,296		124,061
Other assets	—		45,635

Total assets	$	15,685,556	$	12,449,895

Liabilities and equity
Current liabilities
Royalty distribution payable to affiliates	$	122,771	$	31,041
Accounts payable and accrued expenses	34,366		11,177
Accrued purchase obligation	111,610		—

Current portion of long-term debt	182,226		281,984
Derivative financial instruments	—		9,215

Total current liabilities	450,973		333,417

Long-term debt	5,729,622		5,956,138
Derivative financial instruments	—		18,902
Other liabilities	110,000		—

Total liabilities	6,290,595		6,308,457

Commitments and contingencies
Shareholders'/Unitholders' equity
Shareholders' contributions	—		3,282,516
Class A ordinary shares, $0.0001 par value; 365,899 and 0 issued and outstanding, respectively	37		—
Class B shares, $0.000001 par value; 241,207 and 0 issued and outstanding, respectively	—		—
Class R redeemable shares, £1 par value; 50 and 0 issued and outstanding, respectively	63		—
Deferred shares, $0.000001 par value, 294,176 and 0 issued and outstanding, respectively	—		—
Additional paid-in capital	2,557,237		—
Retained earnings	1,571,399		2,825,212
Non-controlling interest	5,237,829		35,883
Accumulated other comprehensive income	30,515		2,093
Treasury interests	(2,119)		(4,266)

Total shareholders'/unitholders' equity	9,394,961		6,141,438

Total liabilities and shareholders'/unitholders' equity	$	15,685,556	$	12,449,895


	Class A Ordinary Shares				Class B Ordinary Shares					Class R Redeemable Shares					Deferred Shares						Additional Paid-In Capital		Shareholders' Contributions		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)	Non-Controlling Interest	Treasury Interests	Total Equity
(in thousands)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at March 31, 2020	—	$	—	—	$	—	—	$	—	—	$	—	$	—	$	2,553,001	$	2,561,971	$	49,212	$	2,002,775	$	(4,266)	$	7,162,693
Contributions	—	—		—	—		—	—		—	—		—		—		—		—		6,691		—		6,691

Distributions	—	—		—	—		—	—		—	—		—		—		(171,632)		—		(124,851)		—		(296,483)
Initial share issuance upon registration of plc	—	—		—	—		50	63		—	—		—		—		—		—		—		—		63
Net income prior to IPO	—	—		—	—		—	—		—	—		—		—		408,602		—		107,187		—		515,789
Issuance of Class B shares to Continuing Investors Partnerships	—	—		535,383	1		—	—		—	—		—		—		—		—		—		—		1
Effect of exchange by Continuing Investors of Class B shares for Class A shares and reallocation of historical equity	294,176	30		(294,176)	(1)		—	—		294,176	—		1,402,762		(2,553,001)		(1,261,014)		(24,022)		2,433,098		2,147		(1)
Issuance of Class A shares sold in initial public offering, net of offering costs	71,652	7		—	—		—	—		—	—		1,150,735		—		—		—		758,590		—		1,909,332
Share based compensation	—	—		—	—		—	—		—	—		3,740		—		—		—		—		—		3,740
Issuance of Class A shares under equity incentive plan	71	—		—	—		—	—		—	—		—		—		—		—		—		—		—
Net income subsequent to IPO	—	—		—	—		—	—		—	—		—		—		33,472		—		52,715		—		86,187
Other comprehensive income:
Change in unrealized movement on available for sale debt securities	—	—		—	—		—	—		—	—		—		—		—		5,325		1,624		—		6,949


Balance at June 30, 2020	365,899	$	37	241,207	$	—	50	$	63	294,176	$	—	$	2,557,237	$	—	$	1,571,399	$	30,515	$	5,237,829	$	(2,119)	$	9,394,961


(in thousands)	Unitholders' Contributions		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Non-Controlling Interest		Treasury Interests		Total Equity
Balance at March 31, 2019	$	3,282,516	$	1,385,728	$	(8,668)	$	48,088	$	(2,327)	$	4,705,337
Distributions	—		(198,380)		—		(35,153)		—		(233,533)
Net income	—		151,713		—		27,057		—		178,770
Other comprehensive income/(loss):
Change in unrealized movement on available for sale debt securities	—		—		2,939		—		—		2,939

Reclassification of loss on interest rate swaps	—		—		1,602		—		—		1,602
Purchase of treasury interests	—		—		—		—		(1,901)		(1,901)
Balance at June 30, 2019	$	3,282,516	$	1,339,061	$	(4,127)	$	39,992	$	(4,228)	$	4,653,214


	As of June 30, 2020
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:

Cash equivalents
Money market funds	$	143,859	$	—	$	—	$	143,859
Commercial paper	—		107,889		—		107,889
Certificates of deposit	—		14,010		—		14,010
Marketable securities
U.S. government securities	—		42,994		—		42,994
Corporate debt securities	—		38,698		—		38,698
Certificates of deposit	—		261,987		—		261,987
Available for sale debt securities	—		28,500		—		28,500
Total current assets	$	143,859	$	494,078	$	—	$	637,937

Equity securities	477,185		—		—		477,185
Available for sale debt securities	—		162,454		—		162,454
Warrants (1)	—		14,717		—		14,717

Total non-current assets	$	477,185	$	177,171	$	—	$	654,356


	As of December 31, 2019
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets:

Cash equivalents
Money market funds	$	222,296	$	—	$	—	$	222,296
Commercial paper	—		21,502		—		21,502
Certificates of deposit	—		20,011		—		20,011
Marketable securities
U.S. government securities	—		12,877		—		12,877
Certificates of deposit	—		44,095		—		44,095
Total current assets	$	222,296	$	98,485	$	—	$	320,781

Equity securities	380,756		—		—		380,756
Available for sale debt securities	—		—		131,280		131,280
Warrants (1)	—		30,815		—		30,815
Forward purchase contract (1)	—		11,500		—		11,500
Total non-current assets	$	380,756	$	42,315	$	131,280	$	554,351

Liabilities:
Interest rate swaps	—		(9,215)		—		(9,215)
Total current liabilities	$	—	$	(9,215)	$	—	$	(9,215)

Interest rate swaps	—		(18,902)		—		(18,902)
Total non-current liabilities	$	—	$	(18,902)	$	—	$	(18,902)


	For the six months ended
	June 30, 2020		June 30, 2019
	(in thousands)
Available for sale debt securities
Balance at the beginning of the period	$	131,280	$	—
Purchases	—		125,121
Change in unrealized movement	52,725		2,939

Transfer to level 2	(184,005)		—
Balance at the end of the period	$	—	$	128,060


Notional Value (in millions)	Fixed Rate		Maturity Date
$600	2.019	%	November 9, 2020
$250	2.094	%	March 27, 2023
$500	2.029	%	March 27, 2023
$250	2.113	%	March 27, 2023
$500	2.129	%	March 27, 2023


	Cost		Unrealized gains		Fair Value (1)
As of June 30, 2020			(in thousands)
Biohaven preferred shares	$	125,121	$	65,833	$	190,954
Total available for sale debt securities	$	125,121	$	65,833	$	190,954

As of December 31, 2019
Biohaven preferred shares	$	125,121	$	6,159	$	131,280
Total available for sale debt securities	$	125,121	$	6,159	$	131,280


(in thousands)	Maturity	Spread over LIBOR (1)	June 30, 2020		December 31, 2019

New RPI Intermediate FT Senior Secured Credit Facilities:
Term Loan A Facility
Tranche A-1	2/2025	150 bps	$	3,120,000	$	—
Term Loan B Facility
Tranche B-1	2/2027	175 bps	2,825,800		—

RPIFT Senior Secured Credit Facilities:
Term Loan B Facility
Tranche B-6	3/2023	200 bps	—		4,123,000
Term Loan A Facility
Tranche A-4	5/2022	150 bps	—		2,150,000
Loan issuance costs			(3,929)		(1,691)
Original issue discount			(30,023)		(33,187)
Total value of senior secured debt (2)			5,911,848		6,238,122
Less: Current portion of long-term debt			(182,226)		(281,984)
Total long-term debt			$	5,729,622	$	5,956,138


(in thousands)	Term loan amortization
Year	Tranche A-1		Tranche B-1		Total
Remainder of 2020	$	80,000	$	14,200	$	94,200
2021	160,000		28,400		188,400
2022	160,000		28,400		188,400
2023	160,000		28,400		188,400
2024	160,000		28,400		188,400
Thereafter	2,400,000		2,698,000		5,098,000

Total (1)	$	3,120,000	$	2,825,800	$	5,945,800


	Unrealized gain/(loss) on available for sale debt securities		Unrealized gain/(loss) on interest rate swaps		Total Accumulated Other Comprehensive Income/(Loss)
	(in thousands)
Balance at December 31, 2019	$	6,159	$	(4,066)	$	2,093
Reclassifications to income	—		4,066		4,066
Activity for the period	48,378		—		48,378
Reclassifications to NCI	(24,022)		—		(24,022)
Balance at June 30, 2020	$	30,515	$	—	$	30,515