Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 05, 2018 | Jun. 30, 2017 | |
Entity Information [Line Items] | |||
Entity Registrant Name | ALEXION PHARMACEUTICALS INC | ||
Entity Central Index Key | 899,866 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 221,681,437 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 26,128,956,666 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 584.4 | $ 966 |
Marketable securities | 889.7 | 327.4 |
Trade accounts receivable, net | 726.5 | 649.6 |
Inventories | 460.4 | 374.7 |
Prepaid expenses and other current assets | 292.9 | 260.5 |
Total current assets | 2,953.9 | 2,578.2 |
Property, plant and equipment, net | 1,325.4 | 1,035.6 |
Intangible assets, net | 3,954.4 | 4,303.1 |
Goodwill | 5,037.4 | 5,037.4 |
Other assets | 312.2 | 299 |
Total assets | 13,583.3 | 13,253.3 |
Liabilities and Stockholders' Equity | ||
Accounts payable | 70.8 | 64.1 |
Accrued expenses | 639.4 | 508 |
Deferred revenue | 15.9 | 36.6 |
Current portion of long-term debt | 167.4 | 167 |
Current portion of contingent consideration | 0 | 23.8 |
Other current liabilities | 59 | 23.4 |
Total current liabilities | 952.5 | 822.9 |
Long-term debt, less current portion | 2,720.7 | 2,888.1 |
Contingent consideration | 168.9 | 129.1 |
Facility lease obligation | 342.9 | 233.4 |
Deferred tax liabilities | 365 | 395.5 |
Other liabilities | 140.2 | 90.5 |
Total liabilities | 4,690.2 | 4,559.5 |
Commitments and contingencies (Note 10) | ||
Stockholders' Equity: | ||
Common stock, $.0001 par value; 290.0 shares authorized; 234.3 and 231.9 shares issued at December 31, 2017 and 2016, respectively | 0 | 0 |
Additional paid-in capital | 8,290.3 | 7,957 |
Treasury stock, at cost, 12.0 and 8.0 shares at December 31, 2017 and 2016, respectively | (1,604.9) | (1,141.3) |
Accumulated other comprehensive (loss) income | (34.4) | 60.5 |
Retained earnings | 2,242.1 | 1,817.6 |
Total stockholders' equity | 8,893.1 | 8,693.8 |
Total liabilities and stockholders' equity | $ 13,583.3 | $ 13,253.3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 290 | 290 |
Common stock, shares issued | 234.3 | 231.9 |
Treasury Stock, Shares | 12 | 8 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net product sales | $ 3,549.5 | $ 3,081.7 | $ 2,602.5 |
Other revenue | 1.6 | 2.4 | 1.5 |
Total revenues | 3,551.1 | 3,084.1 | 2,604 |
Cost of sales: | |||
Cost of sales | 454.2 | 258.3 | 233.1 |
Operating expenses: | |||
Research and development | 878.4 | 757.2 | 709.5 |
Selling, general and administrative | 1,094.4 | 953 | 862.6 |
Amortization of purchased intangible assets | 320.1 | 322.2 | 116.6 |
Change in fair value of contingent consideration | 41 | 35.7 | 64.2 |
Acquisition-related costs | 0 | 2.3 | 39.2 |
Restructuring expenses | 104.6 | 3 | 42.1 |
Impairment of intangible assets | 31 | 85 | 0 |
Total operating expenses | 2,469.5 | 2,158.4 | 1,834.2 |
Operating income | 627.4 | 667.4 | 536.7 |
Other income and expense: | |||
Investment income | 18.5 | 10.9 | 8.5 |
Interest expense | (98.4) | (96.9) | (47.8) |
Other income (expense) | 0.3 | (5.2) | 0.7 |
Income before income taxes | 547.8 | 576.2 | 498.1 |
Income tax expense | 104.5 | 176.8 | 353.7 |
Net income | $ 443.3 | $ 399.4 | $ 144.4 |
Earnings per common share | |||
Basic (in dollars per share) | $ 1.98 | $ 1.78 | $ 0.68 |
Diluted (in dollars per share) | $ 1.97 | $ 1.76 | $ 0.67 |
Shares used in computing earnings per common share | |||
Basic (in shares) | 223.9 | 224.3 | 213.4 |
Diluted (in shares) | 225.4 | 226.3 | 215.9 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income | $ 443.3 | $ 399.4 | $ 144.4 |
Foreign currency translation | 8.4 | (4.3) | (6.3) |
Unrealized gains (losses) on marketable securities | 0.6 | 0.4 | (0.6) |
Unrealized gains on pension obligation | 1.9 | 2.9 | 7 |
Unrealized (losses) gains on hedging activities, net of tax of $(59.0), $(0.2) and $5.6, respectively | (105.8) | (0.8) | 5.4 |
Other comprehensive (loss) income, net of tax | (94.9) | (1.8) | 5.5 |
Comprehensive income | $ 348.4 | $ 397.6 | $ 149.9 |
Consolidated Statement of Comp6
Consolidated Statement of Comprehensive Income (Parentheticals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Unrealized gains (losses) on hedging activities - tax effect | $ (59) | $ (0.2) | $ 5.6 |
Statement of Shareholders' Equi
Statement of Shareholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock at Cost [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] |
Balances, common shares at Dec. 31, 2014 | 201.9 | |||||
Balances, treasury shares at Dec. 31, 2014 | 2.9 | |||||
Balances, value at Dec. 31, 2014 | $ 3,302 | $ 0 | $ 2,592.2 | $ (383) | $ 56.8 | $ 1,036 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, shares | 26.1 | |||||
Issuance of common stock, net of issuance costs of $4.1 | 4,913.8 | |||||
Repurchase of common stock, shares | 2 | |||||
Repurchase of common stock value | (327.7) | $ (327.7) | ||||
Issuance of common stock from exercise of options, shares | 1.4 | |||||
Issuance of common stock from exercise of options, value | 82 | 82 | ||||
Issuance of restricted common stock, shares | 1.1 | |||||
Excess tax benefit from stock options, value | (89.7) | (89.7) | ||||
Share-based compensation expense, value | 228.3 | 228.3 | ||||
Net income | 144.4 | 144.4 | ||||
Other comprehensive income (loss) | 5.5 | 5.5 | ||||
Balances, common shares at Dec. 31, 2015 | 230.5 | |||||
Balances, treasury shares at Dec. 31, 2015 | 4.9 | |||||
Balances, value at Dec. 31, 2015 | 8,258.6 | $ 0 | 7,726.6 | $ (710.7) | 62.3 | 1,180.4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Repurchase of common stock, shares | 0 | 3.1 | ||||
Repurchase of common stock value | (430.6) | $ (430.6) | ||||
Issuance of common stock from exercise of options, shares | 0.6 | |||||
Issuance of common stock from exercise of options, value | 37.1 | 37.1 | ||||
Issuance of restricted common stock, shares | 0.8 | |||||
Share-based compensation expense, value | 193.3 | 193.3 | ||||
Net income | 399.4 | 399.4 | ||||
Other comprehensive income (loss) | $ (1.8) | (1.8) | ||||
Balances, common shares at Dec. 31, 2016 | 231.9 | |||||
Balances, treasury shares at Dec. 31, 2016 | 8 | 8 | ||||
Balances, value at Dec. 31, 2016 | $ 8,693.8 | $ 0 | 7,957 | $ (1,141.3) | 60.5 | 1,817.6 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adoption of new guidance, value | 237.8 | 237.8 | ||||
Repurchase of common stock, shares | 4 | |||||
Repurchase of common stock value | $ (463.6) | $ (463.6) | ||||
Issuance of common stock from exercise of options, shares | 1.2 | 1.3 | ||||
Issuance of common stock from exercise of options, value | $ 85.9 | 85.9 | ||||
Issuance of restricted common stock, shares | 1.1 | |||||
Share-based compensation expense, value | 247.4 | 247.4 | ||||
Net income | 443.3 | 443.3 | ||||
Other comprehensive income (loss) | $ (94.9) | (94.9) | ||||
Balances, common shares at Dec. 31, 2017 | 234.3 | |||||
Balances, treasury shares at Dec. 31, 2017 | 12 | 12 | ||||
Balances, value at Dec. 31, 2017 | $ 8,893.1 | $ 0 | $ 8,290.3 | $ (1,604.9) | $ (34.4) | 2,242.1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adoption of new guidance, value | $ (18.8) | $ (18.8) |
Statement of Cash Flows
Statement of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income | $ 443.3 | $ 399.4 | $ 144.4 |
Adjustments to reconcile net income to net cash flows from operating activities: | |||
Depreciation and amortization | 496.7 | 396.4 | 166.6 |
Impairment of assets | 118.8 | 85 | 0 |
Change in fair value of contingent consideration | 41 | 35.7 | 64.2 |
Payment for Contingent Consideration Liability, Operating Activities | (18) | 0 | 0 |
Share-based compensation expense | 243.1 | 192.3 | 227.1 |
Deferred taxes | (45.9) | 104.3 | 395.5 |
Change in excess tax benefit from stock options | 0 | 0 | 89.7 |
Other | 7.1 | 9.8 | 2.9 |
Changes in operating assets and liabilities, excluding the effect of acquisitions: | |||
Accounts receivable | (55.2) | (122.1) | (115.8) |
Inventories | (88.2) | (83.8) | (88.4) |
Prepaid expenses and other assets | (137.2) | (97.5) | (57.2) |
Accounts payable, accrued expenses and other liabilities | 131.7 | 150 | (115.9) |
Deferred revenue | (21.6) | 16.8 | (37.9) |
Net cash provided by operating activities | 1,115.6 | 1,086.3 | 675.2 |
Cash flows from investing activities: | |||
Purchases of available-for-sale securities | (1,648.8) | (667.1) | (519.7) |
Proceeds from maturity or sale of available-for-sale securities | 1,089.9 | 717.8 | 1,159.5 |
Purchases of trading securities | (9.9) | (8.5) | (15) |
Proceeds from sale of trading securities | 7.7 | 4 | 10.2 |
Purchases of property, plant and equipment | (357.3) | (332.7) | (286.3) |
Payments for acquisitions of businesses, net of cash acquired | 0 | 0 | (3,939.3) |
Other | 0.1 | (1.1) | 5.4 |
Net cash used in investing activities | (918.3) | (287.6) | (3,585.2) |
Cash flows from financing activities: | |||
Debt issuance costs | 0 | 0 | (45.5) |
Proceeds from revolving credit facility | 0 | 0 | 200 |
Payments on revolving credit facility | 0 | 0 | (200) |
Proceeds from term loan | 0 | 0 | 3,500 |
Payments on term loan | (175) | (375) | (101.2) |
Change in excess tax benefit from stock options | 0 | 0 | (89.7) |
Repurchase of common stock | (463.6) | (430.6) | (327.7) |
Net proceeds from issuance of stock under share-based compensation arrangements | 85.9 | 37.1 | 82 |
Payments of contingent consideration | (7) | (60) | (50) |
Proceeds from (repayment of) development-related grants | (26) | 0 | 26 |
Other | (10.9) | (7.7) | (8.8) |
Net cash (used in) provided by financing activities | (596.6) | (836.2) | 2,985.1 |
Effect of exchange rate changes on cash | 17.7 | (6.6) | (9) |
Net change in cash and cash equivalents | (381.6) | (44.1) | 66.1 |
Cash and cash equivalents at beginning of period | 966 | 1,010.1 | 944 |
Cash and cash equivalents at end of period | 584.4 | 966 | 1,010.1 |
Supplemental disclosures | |||
Cash paid for interest (net of amounts capitalized) | 95.3 | 79.6 | 41.4 |
Cash paid for income taxes | 162.1 | 37.7 | 123.2 |
Supplemental cash flow disclosures from investing and financing activities: | |||
Common stock issued in acquisition of business | 0 | 0 | 4,917.8 |
Capitalization of construction costs related to facility lease obligations | 121.8 | 103.1 | 41 |
Accrued expenses for purchases of property, plant and equipment | $ 34.7 | $ 23.5 | $ 30.1 |
Business Overview and Summary o
Business Overview and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Business Overview and Summary of Significant Accounting Policies [Abstract] | |
Business Overview and Summary of Significant Accounting Policies | Business Overview and Summary of Significant Accounting Policies Business Alexion Pharmaceuticals, Inc. (Alexion, the Company, we, our or us) is a global biopharmaceutical company focused on serving patients and families affected by rare diseases through the innovation, development and commercialization of life-changing therapies. We are the global leader in complement inhibition and have developed and commercialize the first and only approved complement inhibitor to treat patients with paroxysmal nocturnal hemoglobinuria (PNH), atypical hemolytic uremic syndrome (aHUS), and anti-acetylcholine receptor (AChR) antibody-positive generalized myasthenia gravis (gMG). In addition, Alexion has two highly innovative enzyme replacement therapies for patients with life-threatening and ultra-rare metabolic disorders, hypophosphatasia (HPP) and lysosomal acid lipase deficiency (LAL-D). As the leader in complement biology for over 20 years, Alexion focuses its research efforts on novel molecules and targets in the complement cascade, and its development efforts on the core therapeutic areas of hematology, nephrology, neurology, and metabolic disorders. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Alexion and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. For each of our business combinations, all of the assets acquired and liabilities assumed were recorded at their respective fair values as of the date of acquisition, and their results of operations are included in the consolidated financial statements from the date of acquisition. In the current year the Company’s rounding presentation of reported amounts have changed. The current year rounding presentation has been applied to all prior year amounts presented and, in certain circumstances, this change may adjust previously reported balances. Dividend Policy We have never paid a cash dividend on shares of our stock. We currently intend to retain our earnings to finance future operations and do not anticipate paying any cash dividends on our stock in the foreseeable future. Critical Accounting Estimates The preparation of our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S., requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities in our financial statements. We believe the most complex judgments result primarily from the need to make estimates about the effects of matters that are inherently uncertain and are significant to our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. We evaluate our estimates, judgments and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. The most significant areas involving estimates, judgments and assumptions used in the preparation of our consolidated financial statements are as follows: • Revenue recognition; • Contingent liabilities; • Inventories; • Share-based compensation; • Valuation of goodwill, acquired intangible assets and in-process research and development (IPR&D); • Valuation of contingent consideration; and • Income taxes. Foreign Currency Translation The financial statements of our subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss), net of tax, in stockholders’ equity. Foreign currency transaction gains and losses are included in the results of operations in other income and expense. Cash and Cash Equivalents Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value, and include short-term highly liquid investments with original maturities of three months or less. As of December 31, 2017 and 2016 , cash equivalents were comprised of money market funds, reverse repurchase agreements, and other debt securities with maturities less than 90 days from the date of purchase. Fair Value of Financial Instruments The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable, other assets, accounts payable, accrued expenses and other liabilities approximate fair value due to their short-term maturities. Our marketable securities are valued based upon pricing of securities with similar investment characteristics and holdings. Our derivative financial instruments are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk and our counterparties’ credit risks. Our debt obligations are carried at historical cost, which approximates fair value. Our contingent consideration liabilities related to our acquisitions are valued based on various estimates, including probability of success, estimated revenues, discount rates and amount of time until the conditions of the milestone payments are met. Marketable Securities We invest our excess cash balances in marketable securities of highly rated financial institutions and investment-grade debt instruments. We seek to diversify our investments and limit the amount of investment concentrations for individual institutions, maturities and investment types. We classify these marketable securities as available-for-sale and, accordingly, record such securities at fair value. We classify these marketable securities as current assets as these investments are intended to be available to the Company for use in funding current operations. Unrealized gains and losses that are deemed temporary are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. If any adjustment to fair value reflects a significant decline in the value of the security, we evaluate the extent to which the decline is determined to be other-than-temporary and would mark the security to market through a charge to our consolidated statement of operations. Credit losses are identified when we do not expect to receive cash flows sufficient to recover the amortized cost basis of a security. In the event of a credit loss, only the amount associated with the credit loss is recognized in operating results, with the amount of loss relating to other factors recorded in accumulated other comprehensive income (loss). We sponsor a nonqualified deferred compensation plan which allows certain highly-compensated employees to elect to defer income to future periods. Participants in the plan earn a return on their deferrals based on several investments options, which mirror returns on underlying mutual fund investments. We choose to invest in the underlying mutual fund investments to offset the liability associated with our nonqualified deferred compensation plan. These securities are classified as trading securities and are carried at fair value with gains and losses included in investment income. The changes in the underlying liability to the employee are recorded in operating expenses. Accounts Receivable Our standard credit terms vary based on the country of sale and range from 30 to 120 days. Our consolidated average days’ sales outstanding ranges from 60 to 70 days. We evaluate the creditworthiness of customers on a regular basis. In certain European countries, sales by us are subject to payment terms that are statutorily determined. This is primarily the case in countries where the payer is government-owned or government-funded, which we consider to be creditworthy. The length of time from sale to receipt of payment in certain countries exceeds our credit terms. In countries in which collections from customers extend beyond normal payment terms, we seek to collect interest. We record interest on customer receivables as interest income when collected. For non-interest bearing receivables with an estimated payment beyond one year, we discount the accounts receivable to present value at the date of sale, with a corresponding adjustment to revenue. Subsequent adjustments for further declines in credit rating are recorded as bad debt expense as a component of selling, general and administrative expense. We also use judgments as to our ability to collect outstanding receivables and provide allowances for the portion of receivables if and when collection becomes doubtful, and we also assess on an ongoing basis whether collectibility is reasonably assured at the time of sale. As of December 31, 2017 and 2016 , allowances on receivables were not material. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk are limited to cash equivalents, marketable securities, accounts receivable and our foreign exchange derivative contracts. We invest our cash reserves in money market funds or high-quality marketable securities in accordance with our investment policy. The stated objectives of our investment policy is to preserve capital, provide liquidity consistent with forecasted cash flow requirements, maintain appropriate diversification and generate returns relative to these investment objectives and prevailing market conditions. At December 31, 2017 , four customers accounted for 57.7% of the accounts receivable balance, with these individual customers ranging from 10.2% to 18.9% of the accounts receivable balance. At December 31, 2016 , three customers accounted for 47.0% of the accounts receivable balance, with these individual customers ranging from 13.7% to 19.1% of the accounts receivable balance. For the year ended December 31, 2017 , three customers accounted for 37.0% of our product sales, with these individual customers ranging from 10.8% to 15.0% of our product sales. For the year ended December 31, 2016 , three customers accounted for 36.7% of our product sales, with these individual customers ranging from 10.0% to 16.0% of our product sales. For the year ended December 31, 2015 , three customers accounted for 38.2% of our product sales, with these individual customers ranging from 10.0% to 17.5% of our product sales. No other customers accounted for more than 10.0% of accounts receivable or net product sales. We continue to monitor economic conditions, including volatility associated with international economies and the associated impacts on the financial markets and our business. Substantially all of our accounts receivable are due from wholesale distributors, public hospitals and other government entities. We monitor the financial performance of our customers so that we can appropriately respond to changes in their credit worthiness. We can operate in certain jurisdictions where weakness in economic conditions can result in extended collection periods. To date, we have not experienced any significant losses with respect to collection of our accounts receivable. Inventories Inventories are stated at the lower of cost or estimated realizable value. We determine the cost of inventory on a standard cost basis, which approximates average costs. The components of inventory are as follows: December 31, 2017 2016 Raw materials $ 4.7 $ 17.4 Work-in-process 148.6 142.6 Finished goods 307.1 214.7 $ 460.4 $ 374.7 Capitalization of Inventory Costs We capitalize inventory produced for commercial sale, which may include costs incurred for certain products awaiting regulatory approval. We capitalize inventory produced in preparation of product launches sufficient to support estimated initial market demand. Capitalization of such inventory begins when we have (i) obtained positive results in clinical trials that we believe are necessary to support regulatory approval, (ii) concluded that uncertainties regarding regulatory approval have been sufficiently reduced, and (iii) determined that the inventory has probable future economic benefit. In evaluating whether these conditions have been met, we consider clinical trial results for the underlying product candidate, results from meetings with regulatory authorities, and the compilation of the regulatory application. If we are aware of any material risks or contingencies outside of the standard regulatory review and approval process, or if there are any specific negative issues identified relating to the safety, efficacy, manufacturing, marketing or labeling of the product that would have a significant negative impact on its future economic benefits, the related inventory would not be capitalized. We had no inventory capitalized for products awaiting regulatory approval as of December 31, 2017 and 2016 . Products that have been approved by the U.S. Food and Drug Administration (FDA) or other regulatory authorities are also used in clinical programs to assess the safety and efficacy of the products for usage in diseases that have not been approved by the FDA or other regulatory authorities. The form of the products utilized for both commercial and clinical programs is identical and, as a result, the inventory has an “alternative future use” as defined in authoritative guidance. Raw materials and purchased drug product associated with clinical development programs are included in inventory and charged to research and development expense when the product enters the research and development process and no longer can be used for commercial purposes and, therefore, does not have an “alternative future use”. For products which are under development and have not yet been approved by regulatory authorities, purchased drug product is charged to research and development expense upon delivery. Delivery occurs when the inventory passes quality inspection and ownership transfers to us. Nonrefundable advance payments for research and development activities, including production of purchased drug product, are deferred and capitalized until the goods are delivered. We also recognize expense for raw materials purchased for developmental purposes when the raw materials pass quality inspection and we have an obligation to pay for the materials. Inventory Write-Offs We analyze our inventory levels to identify inventory that may expire prior to sale, inventory that has a cost basis in excess of its estimated realizable value, or inventory in excess of expected sales requirements. Although the manufacturing of our product is subject to strict quality control, certain batches or units of product may no longer meet quality specifications or may expire, which requires adjustments to our inventory values. We also apply judgment related to the results of quality tests that we perform throughout the production process, as well as our understanding of regulatory guidelines, to determine if it is probable that inventory will be saleable. These quality tests are performed throughout the pre-and post-production process, and we continually gather additional information regarding product quality for periods after the manufacture date. Our products currently have a maximum estimated life ranging from 36 to 48 months and, based on our sales forecasts, we expect to realize the carrying value of our inventory. In the future, reduced demand, quality issues or excess supply beyond those anticipated by management may result in a material adjustment to inventory levels, which would be recorded as an increase to cost of sales. The determination of whether or not inventory costs will be realizable requires estimates by our management. A critical input in this determination is future expected inventory requirements based on internal sales forecasts. We then compare these requirements to the expiry dates of inventory on hand. For inventories that are capitalized in preparation of product launch, we also consider the expected approval date in assessing realizability. To the extent that inventory is expected to expire prior to being sold, we will write down the value of inventory. Derivative Instruments We record the fair value of derivative instruments as either assets or liabilities on the balance sheet. The accounting for gains and losses resulting from changes in fair value is dependent on the use of the derivative and whether it is designated and qualifies for hedge accounting. All qualifying hedging activities are documented at the inception of the hedge and must meet the definition of highly effective in offsetting changes to future cash. The effectiveness of the qualifying hedge contract is assessed quarterly. We record the fair value of the qualifying hedges in other current assets, other assets, other current liabilities and other liabilities. Gains or losses resulting from changes in the fair value of qualifying hedges are recorded in other comprehensive income (loss) until the forecasted transaction occurs. When the forecasted transaction occurs, this amount is reclassified into the consolidated statement of operations, based on the nature of the derivative instrument. Any non-qualifying portion of the gains or losses resulting from changes in fair value, if any, is reported in other income and expense. Property, Plant and Equipment Property, plant and equipment are stated at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. We estimate economic lives as follows: • Building and improvements—fifteen to thirty five years • Machinery and laboratory equipment—five to fifteen years • Computer hardware and software—three to seven years • Furniture and office equipment— five to ten years Leasehold improvements and assets under capital lease arrangements are amortized over the lesser of the asset’s estimated useful life or the term of the respective lease. Maintenance costs are expensed as incurred. Construction-in-progress reflects amounts incurred for property, plant, or equipment construction or improvements that have not been placed in service. Assets Held for Sale We classify assets as held for sale when the following criteria are met: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of similar assets, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets that are classified as held for sale are recorded at the lower of their carrying value or their fair value less the costs to sell. In the third quarter 2017, we announced our intention to close the Alexion Rhode Island Manufacturing Facility (ARIMF). In the fourth quarter 2017, we met the criteria for assets held for sale and reclassified the ARIMF assets from property, plant and equipment to assets held for sale. As of December 31, 2017, $ 12.4 , the carrying value of the ARIMF assets, was included within prepaid expenses and other current assets in our consolidated balance sheet. Manufacturing Facilities We capitalize costs incurred for the construction of facilities which support commercial manufacturing. We also capitalize costs related to validation activities which are directly attributable to preparing the facility for its intended use, including engineering runs and inventory production necessary to obtain approval of the facility from government regulators for the production of a commercially approved drug. When the facility is substantially complete and ready for its intended use and regulatory approval for commercial production has been received, we will place the asset in service. The production of inventory for preparing the facility for its intended use requires two types of production: engineering runs which are used for testing purposes only and do not result in saleable inventory, and validation runs which are used for validating equipment and may result in saleable inventory. The costs associated with inventory produced during engineering runs and normal production losses during validation runs are capitalized to fixed assets and depreciated over the asset’s useful life. Saleable inventory produced during the validation process is initially treated as a fixed asset; however, upon regulatory approval, this inventory is reclassified to inventory and expensed in cost of goods sold as product is sold, or in research and development expenses as product is utilized in R&D activities. Abnormal production costs incurred during the validation process are expensed as incurred. Acquisitions Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the tangible and intangible assets acquired and the liabilities assumed are recorded as of the acquisition date at their respective fair values. We evaluate a business as an integrated set of activities and assets that is capable of being managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits and consists of inputs and processes that provide or have the ability to provide outputs. In an acquisition of a business, the excess of the fair value of the consideration transferred over the fair value of the net assets acquired is recorded as goodwill. In an acquisition of net assets that does not constitute a business, no goodwill is recognized. Our consolidated financial statements include the results of operations of an acquired business after the completion of the acquisition. Intangible Assets Our intangible assets consist of licenses, patents, purchased technology and acquired in-process research and development (IPR&D). Intangible assets with definite lives are amortized based on their pattern of economic benefit over their estimated useful lives and reviewed periodically for impairment. Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested for impairment. Impairment testing is performed at least annually or when a triggering event occurs that could indicate a potential impairment. If and when development is complete, which generally occurs when regulatory approval to market a product is obtained, the associated assets are deemed finite-lived and are amortized over a period that best reflects the economic benefits provided by these assets. Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired in a business combination and is not amortized. Goodwill is subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. We are organized and operate as a single reporting unit and therefore the goodwill impairment test is performed using our overall market value, as determined by our traded share price, compared to our book value of net assets. Impairment of Long-Lived Assets Our long-lived assets are primarily comprised of intangible assets and property, plant and equipment. We evaluate our finite-lived intangible assets and property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets is not recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. In addition, indefinite-lived intangible assets, comprised of IPR&D, are reviewed for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the asset is impaired by comparing the fair value to the carrying value of the asset. Other Investments We invest in companies with securities that are not publicly traded and where fair value is not readily available. Other investments include an investment in the preferred stock of the non-public entity Moderna Therapeutics, Inc. During 2014, we purchased $37.5 of preferred equity of Moderna. We recorded our investment at cost within other assets in our consolidated balance sheets. We regularly monitor these investments to evaluate whether there has been an other-than-temporary decline in its fair value, based on the implied value of recent company financings, public market prices of comparable companies, and general market conditions. The carrying value of these investments was not impaired as of December 31, 2017 . Contingent Consideration We record contingent consideration resulting from a business combination at its fair value on the acquisition date. On a quarterly basis, we revalue these obligations and record increases or decreases in their fair value as an adjustment to operating earnings. Changes to contingent consideration obligations can result from adjustments to discount rates, accretion of the liability due to the passage of time, changes in our estimates of the likelihood or timing of achieving development or commercial milestones, changes in the probability of certain clinical events or changes in the assumed probability associated with regulatory approval. Contingent Liabilities We are currently involved in various claims and legal proceedings. On a quarterly basis, we review the status of each significant matter and assess its potential financial exposure. If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Because of uncertainties related to claims and litigation, accruals are based on our best estimates based on available information. On a periodic basis, as additional information becomes available, or based on specific events such as the outcome of litigation or settlement of claims, we may reassess the potential liability related to these matters and may revise these estimates. Treasury Stock Treasury stock is accounted for using the cost method, with the purchase price of the common stock recorded separately as a deduction from stockholders’ equity. Revenue Recognition Our principal source of revenue is product sales. We recognize revenue from product sales when persuasive evidence of an arrangement exists, title to product and associated risk of loss has passed to the customer, the price is fixed or determinable, collection from the customer is reasonably assured, and we have no further performance obligations. Depending on these criteria, revenue is usually recorded upon receipt of the product by our customers. Our customers are primarily comprised of distributors, pharmacies, hospitals, hospital buying groups, and other healthcare providers. In some cases, we may also sell to governments and government agencies. In addition to sales in countries where our products are commercially available, we have also recorded revenue on sales for patients receiving treatment through named-patient programs. The relevant authorities or institutions in those countries have agreed to reimburse for product sold on a named-patient basis where our products have not received final approval for commercial sale. Because of factors such as the price of our products, the limited number of patients, the short period from product sale to patient infusion and the lack of contractual return rights, our customers often carry limited inventory. We also monitor inventory within our sales channels to determine whether deferrals are appropriate based on factors such as inventory levels compared to demand, contractual terms, financial strength of distributors and our ability to estimate returns. In some cases, exact quantities of inventory in the channel are not precisely known, requiring us to estimate these amounts. If actual amounts of inventory differ from these estimates, these adjustments could have an impact in the period in which these estimates change. Historically, we deferred revenue recognition for sales to certain international customers, mainly distributors, until the product was received by the end customer due to various factors, including our inability to estimate product returns. On a regular basis, we review revenue arrangements, including our distributor relationships, to determine whether any changes in these arrangements or historical experience with these customers have an impact on revenue recognition. In the first quarter 2017, we determined that we had sufficient sales experience with certain customers to estimate product returns from such customers. We accounted for this prospectively as a change in estimate and began to recognize revenue for these customers when title to the product and the associated risk of loss passed to the customer. Some customers purchase larger quantities of product less frequently, which may result in revenue fluctuations from quarter to quarter. We do not believe these buying patterns increase the risk of product returns or our ability to estimate such returns. We record estimated rebates payable under governmental programs, including Medicaid in the U.S. and other programs outside the U.S., as a reduction of revenue at the time of product sale. Our calculations related to these rebate accruals require analysis of historical claim patterns and estimates of customer mix to determine which sales will be subject to rebates and the amount of such rebates. We update our estimates and assumptions each period and record any necessary adjustments, which may have an impact on revenue in the period in which the adjustment is made. Generally, the length of time between product sale and the processing and reporting of the rebates is three to six months. We have entered into volume-based arrangements with governments in certain countries in which reimbursement is limited to a contractual amount. Under this type of arrangement, amounts billed in excess of the contractual limitation are repaid to these governments as a rebate. We estimate incremental discounts resulting from these contractual limitations, based on estimated sales during the limitation period, and we apply the discount percentage to product shipments as a reduction of revenue. Our calculations related to these arrangements require estimation of sales during the limitation period, and adjustments in these estimates may have a material impact in the period in which these estimates change. We record distribution and other fees paid to our customers as a reduction of revenue, unless we receive an identifiable and separate benefit for the consideration and we can reasonably estimate the fair value of the benefit received. If both conditions are met, we record the consideration paid to the customer as an operating expense. These costs are typically known at the time of sale, resulting in minimal adjustments subsequent to the period of sale. We enter into foreign exchange forward contracts to hedge exposures resulting from portions of our forecasted revenues, including intercompany revenues, that are denominated in currencies other than the U.S. dollar. These hedges are designated as cash flow hedges upon inception. We record the effective portion of these cash flow hedges to revenue in the period in which the sale is made to an unrelated third party and the derivative contract is settled. Amounts collected from customers and remitted to governmental authorities, such as value-added taxes (VAT) in foreign jurisdictions, are presented on a net basis in our consolidated statements of operations and do not im |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On June 22, 2015, we completed the acquisition of Synageva, in a transaction accounted for under the acquisition method of accounting for business combinations. Under the acquisition method of accounting, the assets acquired and liabilities assumed from Synageva were recorded as of the acquisition date at their respective fair values. Synageva’s results of operations are included in the consolidated financial statements from the date of acquisition. The acquisition furthered our objective to develop and commercialize life-transforming therapies to an increasing number of patients with devastating and rare diseases. Synageva’s lead product candidate was Kanuma, an enzyme replacement therapy for patients suffering with LAL-D, a life-threatening, ultra-rare disease for which there were no approved treatments at the closing of the business combination. We acquired all of the outstanding shares of common stock of Synageva for $4,565.5 in cash and 26.1 shares of common stock. We financed the cash consideration with existing cash and proceeds from our new credit facility described further in Note 8. The aggregate consideration to acquire Synageva consisted of: Stock consideration $ 4,917.8 Cash consideration 4,565.5 Total purchase price $ 9,483.3 The following table summarizes the estimated fair values of assets acquired and liabilities assumed: Cash $ 626.2 Inventory 23.9 In-process research and development (IPR&D) 4,236.0 Deferred tax liabilities, net (160.0 ) Other assets and liabilities (26.2 ) Net assets acquired 4,699.9 Goodwill 4,783.4 Total purchase price $ 9,483.3 The fair value of the assets acquired and liabilities assumed were initially based upon preliminary calculations, and our estimates and assumptions were subject to change as we obtained additional information for our estimates during the measurement period (up to one year from the acquisition date). We acquired $23.9 of Kanuma inventory. The estimated fair value of work-in-process and finished goods inventory was determined utilizing the comparative sales method, based on the expected selling price of the inventory, adjusted for incremental costs to complete the manufacturing process and for direct selling efforts, as well as for a reasonable profit allowance. The estimated fair value of raw material inventory was valued at replacement cost, which is equal to the value a market participant would pay to acquire the inventory. Intangible assets associated with IPR&D projects primarily relate to Kanuma. The estimated fair value of IPR&D assets of $4,236.0 was determined using the multi-period excess earnings method, a variation of the income approach. The multi-period excess earnings method estimates the value of an intangible asset equal to the present value of the incremental after-tax cash flows attributable to that intangible asset. The fair value using the multi-period excess earnings method was dependent on an estimated weighted average cost of capital for Synageva of 10.0% , which represents a rate of return that a market participant would expect for these assets. The excess of purchase price over the fair value amounts of the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. The goodwill, which is not tax-deductible, has been recorded as a noncurrent asset and is not amortized, but is subject to an annual review for impairment. The goodwill represents future economic benefits arising from other assets acquired that could not be individually identified and separately recognized and expected synergies that are specific to our business and not available to market participants, including our unique ability to commercialize therapies for rare diseases, our existing relationships with specialty physicians who can identify patients with LAL-D, a global distribution network to facilitate drug delivery and other benefits that we believe will result from combining the operations of Synageva within our operations. We recorded a net deferred tax liability of $160.0 . This amount was primarily comprised of $602.9 of deferred tax liabilities related to the IPR&D and inventory acquired, offset by $442.9 of deferred tax assets related to net operating loss carryforwards (NOLs), tax credits, and other temporary differences, which we expect to utilize. For the year ended December 31, 2015, we recorded $96.4 of pre-tax operating losses associated with the continuing operations of Synageva in our consolidated statements of operations. Pro forma financial information (unaudited) The following unaudited pro forma information presents the combined results of Alexion and Synageva as if the acquisition of Synageva had been completed on January 1, 2014, with adjustments to give effect to pro forma events that are directly attributable to the acquisition. The unaudited pro forma results do not reflect operating efficiencies or potential cost savings which may result from the consolidation of operations. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations that would have had we completed the transaction on January 1, 2014. Year Ended December 31, 2015 Pro forma revenues $ 2,606.3 Pro forma net income 21.1 Earnings per common share Basic $ 0.09 Diluted $ 0.09 The unaudited pro forma consolidated results include the following pro forma adjustments related to non-recurring activity: • Alexion and Synageva expenses of $33.1 and $127.3 , respectively, associated with the accelerated vesting of stock based compensation as a result of the acquisition were excluded from net income for the year ended December 31, 2015. These expenses were included in net income for the year ended December 31, 2014; • Alexion and Synageva acquisition-related and restructuring costs of $52.5 and $62.1 , respectively, were excluded from income for the year ended December 31, 2015. These expenses were included in net income for the year ended December 31, 2014. Acquisition-Related Costs Acquisition-related costs associated with our business combinations for the years ended December 31, 2017 , 2016 and 2015 include the following: Year Ended December 31, 2017 2016 2015 Transaction costs (1) $ — $ — $ 27.0 Integration costs — 2.3 12.2 $ — $ 2.3 $ 39.2 (1) Transaction costs include investment advisory, legal, and accounting fees The acquisition of Synageva resulted in $13.3 of restructuring related charges for the year ended December 31, 2015. Synageva restructuring related charges were not material for the year ended December 31, 2016. See Note 17 for additional details. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net A summary of property, plant and equipment is as follows: December 31, 2017 December 31, 2016 Land $ 9.6 $ 10.3 Buildings and improvements 427.9 449.9 Machinery and laboratory equipment 159.2 126.1 Computer hardware and software 141.5 123.1 Furniture and office equipment 23.8 24.5 Construction-in-progress 723.7 495.1 1,485.7 1,229.0 Less: Accumulated depreciation and amortization (160.3 ) (193.4 ) $ 1,325.4 $ 1,035.6 Included in construction-in-progress at December 31, 2017 was $64.1 of costs associated with the construction of our facility in Boston, Massachusetts. Additionally, there were costs of $180.6 and $118.4 as of December 31, 2017 and 2016 , included within construction-in-process associated with the construction of a new Lonza manufacturing facility. Although we will not legally own these premises, we are deemed to be the owner of the buildings during the construction period based on applicable accounting guidance for build-to-suit leases, see Note 9, “Facility Lease Obligations” for additional information. Depreciation and amortization of property, plant and equipment was approximately $95.8 , $64.0 and $43.6 recorded within operating expenses on our consolidated statement of operations for the years ended December 31, 2017 , 2016 and 2015 , respectively. Included within this amount for the year ended December 31, 2017 were charges related to the 2017 restructuring activities. See Note 17, “Restructuring and Related Expenses” for additional information. At December 31, 2017 and 2016 , computer software costs included in property, plant and equipment were $58.2 and $36.8 , respectively. Depreciation and amortization expense for capitalized computer software costs was $16.0 , $12.4 and $10.0 for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The following table summarizes the carrying amount of our intangible assets and goodwill, net of accumulated amortization: December 31, 2017 December 31, 2016 Estimated Cost Accumulated Net Cost Accumulated Net Licensing Rights 5-8 $ 31.0 $ (28.5 ) $ 2.5 $ 28.5 $ (28.5 ) $ — Patents 7 10.5 (10.5 ) — 10.5 (10.5 ) — Purchased technology 6-16 4,710.5 (758.9 ) 3,951.6 4,710.5 (438.8 ) 4,271.7 Acquired IPR&D Indefinite — — — 31.0 — 31.0 Other Intangibles 5 0.4 (0.1 ) 0.3 0.4 — 0.4 Total $ 4,752.4 $ (798.0 ) $ 3,954.4 $ 4,780.9 $ (477.8 ) $ 4,303.1 Goodwill Indefinite $ 5,040.3 $ (2.9 ) $ 5,037.4 $ 5,040.3 $ (2.9 ) $ 5,037.4 Amortization expense was $320.2 , $322.2 and $116.6 for the years ended December 31, 2017 , 2016 and 2015 , respectively. Assuming no changes in the gross cost basis of intangible assets, the total estimated amortization expense for finite-lived intangible assets is approximately $321.0 for each of the years ending December 31, 2018 through December 31, 2022 . During the fourth quarter 2016, we reviewed SBC-103, an early stage clinical indefinite-lived intangible asset related to the Synageva acquisition as part of our annual impairment testing. The fair value of this IPR&D asset was determined using the income approach and included significant unobservable (Level 3) inputs. These unobservable inputs included, among other things, expected development, regulatory and commercial time lines, risk-adjusted forecasted future cash flows to be generated by this asset, contributory asset charges for other assets employed in this IPR&D project and the determination of an appropriate discount rate based on a weighted cost of capital of 12% to be applied in calculating the present value of future cash flows. Based on our strategic portfolio evaluation, increases in development, regulatory and commercial time lines and updated cash flows, the estimated value that can be obtained for this asset from a market participant in an arm’s length transaction was determined to be $31.0 , which was lower than the carrying amount of the asset. As a result, in the fourth quarter 2016, we recognized an impairment charge of $85.0 to write-down this asset to fair value. The impairment was recorded in operating expenses in our consolidated statement of operations for the year ended December 31, 2016 . In the second quarter 2017, due to clinical results, we recognized an impairment charge of $31.0 related to our SBC-103 acquired in-process research and development asset to write-down the asset to fair value, which was determined to be de minimis. The following table summarizes the changes in the carrying amount of goodwill: Balance at December 31, 2015 $ 5,047.9 Change in goodwill associated with prior acquisition (10.5 ) Balance at December 31, 2016 and 2017 $ 5,037.4 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of available-for-sale investments by type of security at December 31, 2017 and December 31, 2016 were as follows: December 31, 2017 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 16.0 $ — $ — $ 16.0 Repurchase agreements 27.0 — — 27.0 Corporate bonds 432.2 0.5 (0.2 ) 432.5 Other government related obligations: U.S. — — — — Foreign 426.3 0.2 (0.2 ) 426.3 Bank certificates of deposit 11.8 — — 11.8 Total available-for-sale debt securities $ 913.3 $ 0.7 $ (0.4 ) $ 913.6 Equity securities — 0.3 — 0.3 Total available-for-sale securities $ 913.3 $ 1.0 $ (0.4 ) $ 913.9 December 31, 2016 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 114.2 $ — $ — $ 114.2 Corporate bonds 124.0 — (0.7 ) 123.3 Municipal bonds 91.0 — (0.2 ) 90.8 Other government related obligations: U.S. 27.5 — (0.1 ) 27.4 Foreign 72.5 — (0.5 ) 72.0 Bank certificates of deposit 5.0 — — 5.0 Total available-for-sale debt securities $ 434.2 $ — $ (1.5 ) $ 432.7 Equity securities $ — 1.1 — $ 1.1 Total available-for-sale securities $ 434.2 $ 1.1 $ (1.5 ) $ 433.8 The aggregate fair value of available-for-sale securities in an unrealized loss position as of December 31, 2017 and December 31, 2016 was $436.2 and $264.8 . Investments that have been in a continuous unrealized loss position for more than 12 months were $12.0 as of December 31, 2017 and zero as of December 31, 2016 . As of December 31, 2017 we believe that the cost basis of our available-for-sale investments is recoverable. The fair values of available-for-sale securities by classification in the consolidated balance sheet were as follows: December 31, 2017 December 31, 2016 Cash and cash equivalents $ 42.7 $ 120.1 Marketable securities 871.2 313.7 $ 913.9 $ 433.8 The fair values of available-for-sale debt securities as of December 31, 2017 , by contractual maturity, are summarized as follows: December 31, 2017 Due in one year or less $ 518.1 Due after one year through three years 395.5 Due after three years through five years — $ 913.6 As of December 31, 2017 and December 31, 2016 , the fair value of our trading securities was $18.5 and $13.7 . We utilize the specific identification method in computing realized gains and losses. Realized gains and losses on our available-for-sale and trading securities were not material for the years ended December 31, 2017 and 2016 . |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities We operate internationally and, in the normal course of business, are exposed to fluctuations in foreign currency exchange rates. The exposures result from portions of our revenues, as well as the related receivables, and expenses that are denominated in currencies other than the U.S. dollar, primarily the Euro and Japanese Yen. We are also exposed to fluctuations in interest rates on our outstanding term loan debt. We manage these exposures within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. We enter into foreign exchange forward contracts, with durations of up to 60 months, to hedge exposures resulting from portions of our forecasted revenues, including intercompany revenues, and certain forecasted expenses that are denominated in currencies other than the U.S. dollar. The purpose of these hedges is to reduce the volatility of exchange rate fluctuations on our operating results. These hedges are designated as cash flow hedges upon contract inception. As of December 31, 2017 , we had open revenue related foreign exchange forward contracts with notional amounts totaling $1,410.6 that qualified for hedge accounting. As of December 31, 2017 , we had open expense related foreign exchange forward contracts with notional amounts totaling $27.3 that qualified for hedge accounting. To achieve a desired mix of floating and fixed interest rates on our term loan, we enter into interest rate swap agreements that qualify for and are designated as cash flow hedges. These contracts convert the floating interest rate on a portion of our debt to a fixed rate, plus a borrowing spread. As of December 31, 2017 , we are party to interest rate swap agreements with a total notional amount of $2,331.3 that convert the floating rate on a portion of our term loan to fixed rates ranging from 0.98% to 2.08% , plus borrowing spreads. These arrangements cover periods through December 31, 2019 . The following tables summarize the total interest rate swap contracts executed as of December 31, 2017 : Type of Interest Rate Swap Notional Amount Effective Date Termination Date Fixed Interest Rate Floating to Fixed 656.3 December 31, 2016 December 31, 2019 0.98% Floating to Fixed 300.0 January 31, 2017 December 31, 2018 1.29% Floating to Fixed 300.0 January 2, 2019 December 31, 2019 2.08% Floating to Fixed 200.0 March 31, 2017 December 31, 2019 1.62% Floating to Fixed 200.0 March 31, 2017 December 31, 2018 1.40% Floating to Fixed 200.0 June 30, 2017 December 31, 2019 1.53% Floating to Fixed 100.0 June 30, 2017 December 31, 2019 1.50% Floating to Fixed 100.0 June 30, 2017 December 31, 2019 1.52% Floating to Fixed 200.0 June 30, 2017 December 31, 2019 1.57% Floating to Fixed 75.0 January 1, 2018 December 31, 2019 1.58% The impact on accumulated other comprehensive income (AOCI) and earnings from foreign exchange and interest rate swap contracts that qualified as cash flow hedges, for the years ended December 31, 2017 and 2016 were as follows: Year Ended December 31, 2017 2016 Foreign Exchange Contracts: Gain (loss) recognized in AOCI, net of tax $ (96.1 ) $ 40.2 Gain reclassified from AOCI to net product sales (effective portion), net of tax $ 18.7 $ 47.3 Gain reclassified from AOCI to other income and expense (ineffective portion), net of tax $ — $ — Interest Rate Contracts: Gain recognized in AOCI, net of tax $ 7.9 $ 6.2 Loss reclassified from AOCI to interest expense, net of tax $ (1.1 ) $ (0.1 ) Assuming no change in foreign exchange rates from market rates at December 31, 2017 , $21.9 of losses recognized in AOCI will be reclassified to revenue over the next 12 months. Assuming no change in LIBOR-based interest rates from market rates at December 31, 2017 , $9.3 of gains recognized in AOCI will be reclassified to interest expense over the next 12 months. Amounts recognized in AOCI for expense related foreign exchange forward contracts was immaterial as of December 31, 2017 . We enter into foreign exchange forward contracts, with durations up to 6 months , designed to limit the balance sheet exposure of monetary assets and liabilities. We enter into these hedges to reduce the impact of fluctuating exchange rates on our operating results. Hedge accounting is not applied to these derivative instruments as gains and losses on these hedge transactions are designed to offset gains and losses on underlying balance sheet exposures. As of December 31, 2017 , the notional amount of foreign exchange contracts where hedge accounting is not applied was $1,270.2 . We recognized a (loss) gain of $(14.7) , $(5.2) and $5.2 , in other income and expense for the years ended December 31, 2017 , 2016 and 2015 , respectively, associated with the foreign exchange contracts not designated as hedging instruments. These amounts were partially offset by gains or losses on monetary assets and liabilities. The following tables summarize the fair value of outstanding derivatives at December 31, 2017 and 2016 : December 31, 2017 Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedging instruments: Foreign exchange forward contracts Prepaid expenses and other current assets $ 12.9 Other current liabilities $ 34.8 Foreign exchange forward contracts Other assets 4.1 Other liabilities 26.0 Interest rate contracts Prepaid expenses and other current assets 9.3 Other current liabilities — Interest rate contracts Other assets 12.5 Other liabilities — Derivatives not designated as hedging instruments: Foreign exchange forward contracts Prepaid expenses and other current assets 10.0 Other current liabilities 13.7 Total fair value of derivative instruments $ 48.8 $ 74.5 December 31, 2016 Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedging instruments: Foreign exchange forward contracts Prepaid expenses and other current assets $ 80.1 Other current liabilities $ 2.4 Foreign exchange forward contracts Other assets 58.8 Other liabilities 3.7 Interest rate contracts Prepaid expenses and other current assets 0.4 Other current liabilities 0.5 Interest rate contracts Other assets 10.1 Other liabilities — Derivatives not designated as hedging instruments: Foreign exchange forward contracts Prepaid expenses and other current assets 17.0 Other current liabilities 9.6 Total fair value of derivative instruments $ 166.4 $ 16.2 Although we do not offset derivative assets and liabilities within our consolidated balance sheets, our International Swap and Derivatives Association agreements provide for net settlement of transactions that are due to or from the same counterparty upon early termination of the agreement due to an event of default or other termination event. The following tables summarize the potential effect on our consolidated balance sheets of offsetting our foreign exchange forward contracts and interest rate contracts subject to such provisions: December 31, 2017 Gross Amounts Not Offset in the Consolidated Balance Sheet Description Gross Amounts of Recognized Assets/Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/Liabilities Presented in the Consolidated Balance Sheet Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 48.8 $ — $ 48.8 $ (26.3 ) $ — $ 22.5 Derivative liabilities (74.5 ) — (74.5 ) 26.3 — (48.2 ) December 31, 2016 Gross Amounts Not Offset in the Consolidated Balance Sheet Description Gross Amounts of Recognized Assets/Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/Liabilities Presented in the Consolidated Balance Sheet Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 166.4 $ — $ 166.4 $ (16.2 ) $ — $ 150.2 Derivative liabilities (16.2 ) — (16.2 ) 16.2 — — |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: December 31, 2017 December 31, 2016 Royalties $ 22.5 $ 20.2 Payroll and employee benefits 149.9 121.3 Taxes payable 30.7 38.9 Rebates payable 99.1 69.5 Clinical 79.1 63.5 Manufacturing 41.1 52.4 Accrued restructuring costs 58.2 0.6 Other 158.8 141.6 $ 639.4 $ 508.0 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Debt | Debt On June 22, 2015, Alexion entered into a credit agreement (Credit Agreement) with a syndicate of banks, which provides for a $3,500.0 term loan facility and a $500.0 revolving credit facility maturing in five years. Borrowings under the term loan are payable in quarterly installments equal to 1.25% of the original loan amount, beginning December 31, 2015. Final repayment of the term loan and revolving credit loans are due on June 22, 2020. In addition to borrowings in which prior notice is required, the revolving credit facility includes a sublimit of $100.0 in the form of letters of credit and borrowings on same-day notice, referred to as swingline loans, of up to $25.0 . Borrowings can be used for working capital requirements, acquisitions and other general corporate purposes. With the consent of the lenders and the administrative agent, and subject to satisfaction of certain conditions, we may increase the term loan facility and/or the revolving credit facility in an amount that does not cause our consolidated net leverage ratio to exceed the maximum allowable amount. Under the Credit Agreement we may elect that the loans under the Credit Agreement bear interest at a rate per annum equal to either a base rate or a Eurodollar rate plus, in each case, an applicable margin. The applicable margins on base rate loans range from 0.25% to 1.00% and the applicable margins on Eurodollar loans range from 1.25% to 2.00% , in each case depending upon our consolidated net leverage ratio (as calculated in accordance with the Credit Agreement). At December 31, 2017 , the interest rate on our outstanding loans under the Credit Agreement was 3.07% . Our obligations under the credit facilities are guaranteed by certain of Alexion’s foreign and domestic subsidiaries and secured by liens on certain of Alexion’s and its subsidiaries’ equity interests, subject to certain exceptions. The Credit Agreement requires us to comply with certain financial covenants on a quarterly basis. Further, the Credit Agreement includes negative covenants, subject to exceptions, restricting or limiting our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness, grant liens, and engage in certain investment, acquisition and disposition transactions. The Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the interest rate would increase and the administrative agent would be entitled to take various actions, including the acceleration of amounts due under the loan. In connection with entering into the Credit Agreement, we paid $45.5 in financing costs which are being amortized as interest expense over the life of the debt. Amortization expense associated with deferred financing costs for the years ended December 31, 2017 and 2016 was $9.2 and $10.3 , respectively. Amortization expense associated with deferred financing costs for the year ended December 31, 2015 was not material. We made principal payments of $175.0 during the year ended December 31, 2017 . At December 31, 2017 , we had $2,906.3 outstanding on the term loan and zero outstanding on the revolving facility. At December 31, 2017 , we had open letters of credit of $2.2 that offset our borrowing availability on the revolving facility. The fair value of our long term debt, which is measured using Level 2 inputs, approximates book value. The contractual maturities of our long-term debt obligations due subsequent to December 31, 2017 are as follows: Year 2018 $ — 2019 150.0 2020 2,756.3 Based upon our intent and ability to make payments during 2017, we included $175.0 within current liabilities on our consolidated balance sheet as of December 31, 2017 , net of current deferred financing costs. |
Facility Lease Obligations
Facility Lease Obligations | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Facility Lease Obligation | Facility Lease Obligations New Haven Facility Lease Obligation In November 2012, we entered into a lease agreement for office and laboratory space to be constructed in New Haven, Connecticut. The term of the lease commenced in 2015 and will expire in 2030, with a renewal option of ten years. Although we do not legally own the premises, we are deemed to be the owner of the building due to the substantial improvements directly funded by us during the construction period based on applicable accounting guidance for build-to-suit leases. Accordingly, the landlord’s costs of constructing the facility during the construction period are required to be capitalized, as a non-cash transaction, offset by a corresponding facility lease obligation in our consolidated balance sheet. Construction of the facility was completed and the building was placed into service in the first quarter 2016. The imputed interest rate on this facility lease obligation as of December 31, 2017 was approximately 11% . Associated with this arrangement, we recognized interest expense of $14.2 , $14.0 , and $4.9 for the year ended December 31, 2017 , 2016 , and 2015 , respectively. As of December 31, 2017 and 2016 , our total facility lease obligation was $134.6 and $136.5 , respectively, recorded within other current liabilities and facility lease obligation on our consolidated balance sheets. Aggregate future minimum non-cancellable commitments under the New Haven facility lease obligation, as of December 31, 2017 are as follows: Year 2018 $ 15.2 2019 15.5 2020 15.6 2021 15.9 2022 16.3 Thereafter 130.1 Lonza Facility Lease Obligation During the third quarter 2015, we entered into an agreement with Lonza Group AG and its affiliates (Lonza) whereby Lonza will construct a new manufacturing facility dedicated to Alexion at one of its existing facilities. The agreement requires us to make certain payments during the construction of the new manufacturing facility and annual payments for ten years thereafter. As a result of our contractual right to full capacity of the new manufacturing facility, a portion of the payments under the agreement are considered to be lease payments and a portion as payment for the supply of inventory. Although we will not legally own the premises, we are deemed to be the owner of the manufacturing facility during the construction period based on applicable accounting guidance for build-to-suit leases due to our involvement during the construction period. Accordingly, the landlord’s costs of constructing the facility during construction period are required to be capitalized, as a non-cash transaction, offset by a corresponding facility lease obligation in our consolidated balance sheet. The completion of the facility, including obtaining regulatory approval, is expected in the first half of 2019. As of December 31, 2017 and 2016 , we recorded a construction-in-process asset of $180.6 and $118.4 , respectively, and an offsetting facility lease obligation of $159.1 and $106.8 , respectively, associated with the manufacturing facility. Payments to Lonza under the agreement are allocated to the purchases of inventory and the repayment of the facility lease obligation on a relative fair value basis. In 2017 , we incurred $76.4 of payments to Lonza under this agreement, of which $9.9 was applied against the outstanding facility lease obligation and $66.5 was recognized as a prepayment of inventory. See Note 10 for minimum fixed payments due under Lonza agreements. Boston Facility Lease Obligation In September 2017, we entered into a lease agreement for approximately 150,000 square feet of office space that is currently being constructed in Boston, Massachusetts. The term of the lease will commence upon the landlord's substantial completion of our premises and will expire on the thirteenth anniversary of commencement, with an option to renew for up to an additional ten years. Although we will not legally own the premises, due to our involvement during the construction period, we are deemed to be the owner of the portion of the building that we will lease based on applicable accounting guidance for build-to-suit leases. Accordingly, the landlord's costs of constructing the facility during the construction period are required to be capitalized, as a non-cash transaction, offset by a corresponding facility lease obligation in our consolidated balance sheet. The landlord's construction of the building is in process and is expected to be completed during the first half of 2018. As of December 31, 2017 , we recorded a construction-in-process asset of $64.1 and an offsetting facility lease obligation of $59.6 associated with our relative portion of the building in our consolidated balance sheet. Aggregate future minimum non-cancellable commitments under the Boston facility lease obligation, as of December 31, 2017 are as follows: Year 2018 $ — 2019 4.3 2020 6.6 2021 6.7 2022 6.8 Thereafter 63.6 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments License Agreements We have entered into a number of license agreements since in order to advance and obtain technologies and services related to our business. License agreements generally require us to pay an initial fee and certain agreements call for future payments upon the attainment of agreed upon development and/or commercial milestones. These agreements may also require minimum royalty payments based on sales of products developed from the applicable technologies, if any. In December 2017 , we entered into a collaboration and license agreement with Halozyme Therapeutics, Inc. that allows us to use drug-delivery technology in the development of subcutaneous formulations for our portfolio of products for up to four targets. Due to the early stage of the assets we are licensing, we recorded expense for the upfront payment of $40.0 during the fourth quarter 2017 . In addition, as of December 31, 2017 , we could be required to pay an additional $160.0 for each target developed, subject to achievement of specified development, regulatory and sales-based milestones, as well as royalties on commercial sales. In March 2015 , we entered into an agreement with a third party that allowed us to exercise an option with another third party for exclusive, worldwide, perpetual license rights to a specialized technology and other intellectual property, and we simultaneously exercised the option. Due to the early stage of these assets, we recorded expense for the payments of $47.0 during the first quarter 2015 . In March 2015 , we entered into a collaboration agreement with a third party that allows us to identify and optimize drug candidates. Alexion will have the exclusive worldwide rights to develop and commercialize products arising from the collaboration. Due to the early stage of the assets we are licensing in connection with the collaboration, we recorded expense for the upfront payment of $15.0 during the first quarter 2015 . In the third quarter of 2017 we terminated our partnership with this third party. In January 2015 , we entered into a license agreement with a third party to obtain an exclusive research, development and commercial license for specific therapeutic molecules. Due to the early stage of these assets, we recorded expense for the upfront payment of $50.0 during the first quarter 2015 . In addition, we could be required to pay up to an additional $822.0 if certain development, regulatory, and commercial milestones are met over time, as well as royalties on commercial sales. Manufacturing Agreements We have various manufacturing development and license agreements to support our clinical and commercial product needs. We rely on Lonza, a third party manufacturer, to produce a portion of commercial and clinical quantities of Soliris and Strensiq. We have various manufacturing and license agreements with Lonza, with remaining total non-cancellable future commitments of approximately $1,098.9 . If we terminate certain supply agreements with Lonza without cause, we will be required to pay for product scheduled for manufacture under our arrangement. Under an existing arrangement with Lonza, we also pay Lonza a royalty on sales of Soliris manufactured at ARIMF and a payment with respect to sales of Soliris manufactured at Lonza facilities. In addition to Lonza, we have non-cancellable commitments of approximately $27.3 with other third party manufacturers. Contingent Liabilities We are currently involved in various claims, lawsuits and legal proceedings. On a quarterly basis, we review the status of each significant matter and assess its potential financial exposure. If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Because of uncertainties related to claims and litigation, accruals are based on our best estimates based on available information. On a periodic basis, as additional information becomes available, or based on specific events such as the outcome of litigation or settlement of claims, we may reassess the potential liability related to these matters and may revise these estimates, which could result in a material adverse adjustment to our operating results. We have in the past received, and may in the future receive, notices from third parties claiming that their patents may be infringed by the development, manufacture or sale of our products. Under the guidance of ASC 450, Contingencies , we record a royalty accrual based on our best estimate of the fair value percent of net sales of our products that we could be required to pay the owners of patents for technology used in the manufacture and sale of our products. A costly license, or inability to obtain a necessary license, could have a material adverse effect on our financial results. In May 2015, we received a subpoena in connection with an investigation by the Enforcement Division of the Securities and Exchange Commission (SEC) requesting information related to our grant-making activities and compliance with the U.S. Foreign Corrupt Practices Act (FCPA) in various countries. In addition, in October 2015, we received a request from the U.S. Department of Justice (DOJ) for the voluntary production of documents and other information pertaining to Alexion’s compliance with FCPA. The SEC and DOJ also seek information related to Alexion’s recalls of specific lots of Soliris and related securities disclosures. Alexion is cooperating with these investigations. The investigations have focused on operations in various countries, including Brazil, Colombia, Japan, Russia and Turkey, and Alexion's compliance with the FCPA and other applicable laws. At this time, Alexion is unable to predict the duration, scope or outcome of these investigations. While it is possible that a loss related to these matters may be incurred, given the ongoing nature of these investigations, management cannot reasonably estimate the potential magnitude of any such loss or range of loss, or the cost of the of the ongoing investigation. Any determination that our operations or activities are not in compliance with the existing laws or regulations could result in the imposition of fines, civil and criminal penalties, equitable remedies, including disgorgement, injunctive relief, and/or other sanctions against us, and remediation of any such findings could have an adverse effect on our business operations. Alexion is committed to strengthening its compliance program and has initiated a comprehensive company-wide transformation plan to enhance and remediate its business processes, structures, controls, training, talent and systems across Alexion’s global operations. For information concerning the risks associated with the investigation, see our Risk Factor - "If we fail to comply with laws or regulations, we may be subject to investigations and civil or criminal penalties and our business could be adversely affected." As previously reported, on December 29, 2016, a shareholder filed a putative class action against the Company and certain former employees in the U.S. District Court for the District of Connecticut, alleging that defendants made misrepresentations and omissions about Soliris. On April 12, 2017, the court appointed a lead plaintiff. On July 14, 2017, the lead plaintiff filed an amended putative class action complaint against the Company and seven current or former employees. The complaint alleges that defendants made misrepresentations and omissions about Soliris, including alleged misrepresentations regarding sales practices, management changes, and related investigations, between January 30, 2014 and May 26, 2017, and that the Company's stock price dropped upon the purported disclosure of the misrepresentations. Defendants’ moved to dismiss the Amended Complaint on September 12, 2017. Plaintiffs filed an opposition to defendants’ motion to dismiss on November 13, 2017, and defendants’ filed a reply brief in further support of their motion on December 28, 2017. Defendants’ motion to dismiss is now fully briefed and pending before the court. Given the early stages of this litigation, management does not currently believe that a loss related to this matter is probable or that the potential magnitude of such loss or range of loss, if any, can be reasonably estimated. In December 2016, we received a subpoena from the U.S. Attorney’s Office for the District of Massachusetts requesting documents relating generally to our support of 501(c)(3) organizations that provide financial assistance to Medicare patients taking drugs sold by Alexion, Alexion’s provision of free drug to Medicare patients, and Alexion compliance policies and training materials concerning the anti-kickback statute or payments to any 501(c)(3) organization that provides financial assistance to Medicare patients. We understand that the U.S. Attorney’s office is coordinating with the Office of Inspector General (OIG) of the U.S. Department of Health and Human Services. Other companies have disclosed similar inquiries. We are cooperating with this inquiry. In May 2017, Brazilian authorities seized records and data from our Sao Paulo, Brazil offices as part of an investigation being conducted into Alexion’s Brazilian operations. We are cooperating with this inquiry. In June 2017, we received a demand to inspect certain Company books and records pursuant to Section 220 of the General Corporation Law of the State of Delaware on behalf of a purported stockholder. Among other things, the demand seeks to determine whether to institute a derivative lawsuit against certain of the Company’s directors and officers in relation to the investigation by our Audit and Finance Committee announced in November 2016 and the investigations instituted by the SEC, DOJ, U.S. Attorney’s Office for the District of Massachusetts, and Brazilian law enforcement officials that are described above. The Company has responded to the demand. Given the early stages of this matter, management does not currently believe that a loss related to this matter is probable or that the potential magnitude of such loss or range of loss, if any, can be reasonably estimated. In March 2013, we received a Warning Letter (Warning Letter) from the U.S. Food and Drug Administration (FDA) regarding compliance with current Good Manufacturing Practices (cGMP) at ARIMF. In October 2017, Alexion received notification from the FDA that the Warning Letter had been resolved. As previously announced, we plan to close ARIMF to align our manufacturing facilities with our ongoing multi-product network manufacturing strategy, which utilizes manufacturing operations in the U.S. and Ireland, and manufacturing capacity through manufacturing partners. On September 22, 2017, a shareholder filed a suit, derivatively on behalf of the Company, in the U.S. District Court for the District of Delaware against eighteen current and former employees and members of the Board of Directors, naming the Company as a nominal defendant. The complaint, which asserts federal and state law claims, alleges that between January 30, 2014 and September 22, 2017 defendants made misrepresentations and omissions about Soliris-including alleged misrepresentations regarding sales practices, management changes, and related investigations-in violation of federal securities law and in breach of their fiduciary duties to the Company. The litigation is in the early stages, and defendants have not yet responded to the complaint. On September 27, 2017, a hearing panel of the Canadian Patented Medicine Prices Review Board (PMPRB) issued a decision in a previously pending administrative pricing matter that Alexion had excessively priced Soliris in a manner inconsistent with the Canadian pricing rules and guidelines. In its decision, the PMPRB ordered Alexion to decrease the price of Soliris to an upper limit based upon pricing in certain other countries, and to forfeit excess revenues for the period between 2009 and 2017. The amount of excess revenues was not material. In October 2017, Alexion filed an application for judicial review of the PMPRB’s decision in the Federal Court of Canada. At this time, we cannot predict the duration, scope or outcome of these judicial review proceedings or any appeals that may follow and cannot reasonably estimate the amount of any potential impact to Soliris revenues in Canada relating to any potential future price reduction. In the second quarter 2017 , we recorded an immaterial out of period adjustment of approximately $6.0 for distribution fees related to importation expenses. These fees were recorded as accrued expenses in our consolidated balance sheet as of December 31, 2017 . Operating Leases As of December 31, 2017 , we have operating leases for office and laboratory space in U.S. and foreign locations to support our operations as a global organization. Aggregate lease expense was $27.2 , $29.3 and $27.8 for the years ended December 31, 2017 , 2016 and 2015 , respectively. Lease expense is being recorded on a straight-line basis over the applicable lease terms. Aggregate future minimum annual rental payments, for the next five years and thereafter under non-cancellable operating leases (including facilities and equipment) as of December 31, 2017 are: Year 2018 $ 22.3 2019 15.5 2020 9.5 2021 6.7 2022 6.5 Thereafter 17.9 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax expense is based on income before income taxes as follows: Year Ended December 31, 2017 2016 2015 U.S. $ (43.9 ) $ (164.6 ) $ (125.4 ) Non-U.S. 591.7 740.8 623.5 $ 547.8 $ 576.2 $ 498.1 During the fourth quarter of 2013, in connection with the centralization of our global supply chain and technical operations in Ireland, our U.S. parent company became a direct partner in a captive foreign partnership. The partnership income, which is derived in foreign jurisdictions, is classified as “non-U.S. income” for purposes of financial reporting. Substantially all non-U.S. income relates to income from our captive foreign partnership. The components of the income tax expense are as follows: Year Ended December 31, 2017 2016 2015 Domestic Current $ 42.9 $ 3.4 $ (87.6 ) Deferred 7.2 107.6 388.9 50.1 111.0 301.3 Foreign Current 107.5 69.1 49.0 Deferred (53.1 ) (3.3 ) 3.4 54.4 65.8 52.4 Total Current 150.4 72.5 (38.6 ) Deferred (45.9 ) 104.3 392.3 $ 104.5 $ 176.8 $ 353.7 We continue to maintain a valuation allowance against certain deferred tax assets where realization is not certain. We continue to pay cash taxes in U.S. Federal, various U.S. state, and foreign jurisdictions where we have utilized all of our tax attributes or have met the applicable limitation for attribute utilization. At December 31, 2017 , we have tax effected federal and state net operating loss carryforwards of $2.1 and $4.9 , respectively. Our NOL’s expire between 2021 and 2036. We also have federal and state income tax credit carryforwards of $449.3 and $6.6 , respectively. These income tax credits expire between 2024 and 2037. The provision (benefit) for income taxes differs from the U.S. federal statutory tax rate. The reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2017 2016 2015 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % State and local income taxes 1.5 % 4.1 % (0.8 )% Foreign income tax rate differential (28.7 )% (33.8 )% (32.5 )% Tax credits, net of nondeductible expenses (10.7 )% (6.0 )% (7.6 )% Foreign income tax credits (6.1 )% (8.4 )% (7.6 )% Foreign income subject to U.S. taxation 48.2 % 26.6 % 24.3 % U.S. deferred taxes on foreign earnings 34.2 % 16.5 % 60.1 % Re-measurement of deferred taxes as a result of the Tax Act (53.4 )% — % — % Other permanent differences (0.9 )% (3.3 )% 0.1 % Effective income tax rate 19.1 % 30.7 % 71.0 % In December 2017, the Tax Cuts and Jobs Act (Tax Act) was enacted into law. The Tax Act decreased the US federal corporate tax rate to 21.0% , imposed a minimum tax on foreign earnings related to intangible assets (GILTI), a one-time transition tax on previously unremitted foreign earnings, and modified the taxation of other income and expense items. With regard to the GILTI minimum tax, foreign earnings are reduced by the profit attributable to tangible assets and a deductible allowance of up to 50.0% , subject to annual limitations. We have elected to account for the impact of the minimum tax in deferred taxes, and to account for the deductible allowance and tangible asset profit reduction in the period realized. At December 31, 2017, the Tax Act resulted in an increase to tax expense and the effective tax rate of $45.8 and 8.4% , respectively: (a) Income tax expense increased $177.9 or 32.5% related to the transition tax on unremitted earnings imposed by the Tax Act. This increase includes foreign income subject to US tax of $195.6 , partially offset by a related benefit of foreign tax credits of $17.7 . (b) The decrease to the U.S. federal tax rate resulted in a decrease to deferred tax expense of $292.4 or (53.4)% . This decrease includes the $121.3 or 22.1% benefit of re-measuring domestic deferred taxes and an additional decrease attributable to re-measuring deferred taxes on foreign earnings of $171.1 or 31.2% . (c) Other permanent differences includes a decrease to tax expense of $5.1 or 0.9% related to the re-measurement of income taxes payable as a result of changes in U.S. federal tax rates under the Tax Act. (d) The enactment of the GILTI minimum tax increased US deferred taxes on foreign earnings $165.4 or 30.2% . This increase includes deferred tax expense related to the GILTI minimum tax of $236.9 . This deferred expense is partially offset by a related decrease to deferred expense for the release of reserves for uncertain tax positions of $71.5 . In addition, in 2017, we concluded the IRS examination of our 2013 and 2014 tax years. Conclusion of the IRS examination resulted in a decrease to our 2017 effective tax rate of approximately 3.6% for the year ended December 31, 2017 . Income tax expense for the year ended December 31, 2016 includes the impact to deferred tax attributable to distributions from our captive foreign partnership of $119.3 , which increased our 2016 effective tax rate by 20.7% . Income tax expense for the year ended December 31, 2015 includes a one-time charge of $315.6 related to the integration of Synageva assets into our captive foreign partnership, which increased our 2015 effective tax rate by approximately 63.0% . We have operations in many foreign tax jurisdictions, which impose income taxes at different rates than the U.S. The impact of these rate differences is included in the foreign income tax rate differential that we disclose in our reconciliation of the U.S. statutory income tax rate to our effective tax rate. Provisions have been made for deferred taxes based on the differences between the basis of the assets and liabilities for financial statement purposes and the basis of the assets and liabilities for tax purposes using currently enacted tax rates and regulations that will be in effect when the differences are expected to be recovered or settled. The components of the deferred tax assets and liabilities are as follows: December 31, December 31, 2017 2016 Deferred tax assets: Net operating losses $ 4.9 $ 57.8 Income tax credits 442.5 536.5 Stock compensation 66.6 89.3 Accruals and allowances 97.7 91.1 Unrealized losses 6.6 — Research and development expenses 7.2 15.3 Accrued royalties 74.2 22.9 699.7 812.9 Valuation allowance (3.4 ) (3.6 ) Total deferred tax assets 696.3 809.3 Deferred tax liabilities: Depreciable assets (75.2 ) (95.3 ) Unrealized gains — (43.3 ) Investment in foreign partnership (607.9 ) (546.1 ) Intangible assets (285.6 ) (502.4 ) Total deferred tax liabilities (968.7 ) (1,187.1 ) Net deferred tax (liability) asset $ (272.4 ) $ (377.8 ) The decrease in our net operating losses is due to the utilization of historical net operating loss carryforwards. The decrease in income tax credits is primarily attributable to the utilization of foreign tax credits and Orphan Drug credits. The increase in our investment in foreign partnership deferred tax liability is due to the impact of the GILTI minimum tax on our captive foreign partnership. We follow authoritative guidance regarding accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The beginning and ending amounts of unrecognized tax benefits reconciles as follows: 2017 2016 2015 Beginning of period balance $ 138.9 $ 113.9 $ 28.7 Increases for tax positions taken during a prior period 5.6 3.4 1.9 Decreases for tax positions taken during a prior period (85.8 ) (1.1 ) (0.1 ) Increases for tax positions taken during the current period 19.3 22.8 85.3 Decreases for tax positions related to settlements (15.8 ) — (1.0 ) Decreases for tax positions related to lapse of statute (1.3 ) (0.1 ) (0.9 ) $ 60.9 $ 138.9 $ 113.9 The total amount of accrued interest and penalties was not significant as of December 31, 2017 . The total amount of tax benefit recorded during 2017 , 2016 , and 2015 which related to unrecognized tax benefits was $27.1 , $21.5 , and $82.7 , respectively. All of our unrecognized tax benefits, if recognized, would have a favorable impact on the effective tax rate. The $85.8 decrease for tax positions taken during a prior period is primarily related to the impact of tax reform on the deferred tax accounting for our foreign captive partnership. The $15.8 decrease for tax positions related to settlements is primarily related to settlement of the routine IRS audit of the 2013 and 2014 tax years. This decrease includes amounts recorded for 2015 and 2016 positions that were effectively settled as a result of concluding the audit. It is reasonably possible that a portion of our unrecognized tax benefits could reverse within the next twelve months. Reversal of these amounts is contingent upon the completion of field audits by the taxing authorities in several jurisdictions, whether a tax adjustment is proposed, the nature and amount of any adjustment, and the administrative path to resolving the proposed adjustment. We cannot reasonably estimate the range of the potential change. We have incorporated the impact of the Tax Act in our results or have calculated provisional amounts for the tax effects of the Tax Act that can be reasonably estimated, but not completed, for the year ended December 31, 2017. Our accounting for the Tax Act is incomplete as follows: (a) We have calculated a reasonable estimate of the one-time transition tax on previously unremitted earnings, which resulted in an increase to U.S. Federal tax expense of $177.9 and an increase to taxes payable, net of tax credits, of $28.0 . Our initial accounting for the transition tax is incomplete because there is uncertainty regarding the calculation of the amounts subject to the tax. Additional analysis of this provision of the law, as well as recently released interpretive guidance and its application to the Company are required to complete our accounting. (b) We have calculated a reasonable estimate of the impact of the GILTI minimum tax on deferred taxes, which resulted in an increase to U.S. Federal tax expense and the deferred tax liability of $236.9 . Our initial accounting for the minimum tax is incomplete because there is uncertainty regarding the calculation of the temporary differences that will be subject to the minimum tax. Additional analysis regarding the computation of these temporary differences and the expected timing and manner of their realization is required to complete our accounting. (c) We have calculated a reasonable estimate of the Tax Act’s limits on deductions for employee remuneration, including remuneration in kind, which resulted in an insignificant impact to tax expense, taxes payable, and deferred taxes. Our initial accounting for these limits is incomplete because there is uncertainty regarding the value of the deduction-limited remuneration. Additional analysis regarding whether employee remuneration arrangements and agreements are deductible under the Tax Act is required to complete our accounting. We do not anticipate this item to have a material impact on our financial condition and results of operations. (d) We have calculated a reasonable estimate of the impact of the Tax Act to U.S. state income taxes, which resulted in an increase to tax expense, taxes payable, and deferred taxes of $2.9 , $2.2 , and $0.7 , respectively. We have interpreted the effect of the Tax Act’s changes to federal law on each U.S. state’s system of taxation as of the date of enactment. However, additional analysis is required to determine the effect of modifications to federal deductions and income inclusions on these systems. (e) We have calculated the deferred tax liability related to our interest in the foreign captive partnership consistent with prior periods. We are considering the indirect effects of the Tax Act on this calculation. As a result, the deferred tax liability we have recorded as of December 31, 2017 of $533.4 related to our foreign captive partnership is provisional. Additional analysis of the direct and indirect effects of the Tax Act is required to complete our accounting for this item. We file federal and state income tax returns in the U.S. and in numerous foreign jurisdictions. The U.S. and foreign jurisdictions have statutes of limitations ranging from 3 to 6 years. However, the limitation period could be extended due to our tax attribute carryforward position in a number of our jurisdictions. The tax authorities generally have the ability to review income tax returns for periods where the limitation period has previously expired and can subsequently adjust tax attribute values. In 2017, the IRS commenced an examination of our U.S. income tax returns for 2015. We anticipate this audit will conclude within the next twelve months. We have not been notified of any significant adjustments proposed by the IRS. We have recorded tax on the undistributed earnings of our controlled foreign corporation (CFC) subsidiaries. In the fourth quarter 2017, we recorded a one-time U.S. federal transition tax of $177.9 imposed on the undistributed earnings of our CFC subsidiaries as required by the Tax Act. In addition, we recorded an immaterial tax expense related to the incremental withholding, foreign local and U.S. state income taxes we would expect to incur on a dividend distribution of these earnings to the U.S. To the extent CFC earnings may not be repatriated to the U.S. as a dividend distribution due to limitations imposed by law, we have not recorded the related potential withholding, foreign local, and U.S. state income taxes. This impact of the Tax Act, and others, have been recorded on a provisional basis. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Share-based Compensation 2017 Incentive Plan The 2017 Plan was approved by our stockholders in May 2017 and replaced the 2004 Plan effective May 10, 2017. The 2017 Plan is a broad based plan that provides for the grant of equity awards including restricted stock and restricted stock units (collectively referred to as Restricted Stock), incentive and non-qualified stock options, and other stock-related awards to our directors, officers, key employees and consultants, for up to a maximum of 18.2 shares in addition to awards outstanding under the 2004 Incentive Plan on or after March 14th 2017 that are subsequently canceled, cash settled, expired, forfeited, or otherwise terminated without the delivery of such shares, subject to the limitations in the 2017 Plan. Stock options granted under the 2017 Plan have a maximum contractual term of ten years from the date of grant, have an exercise price not less than the fair value of the stock on the grant date and generally vest over four years. Restricted stock awards also generally vest over four years, with performance-based restricted stock units having a three -year vesting period. Stock Options A summary of the status of our stock option plans at December 31, 2017 , and changes during the year then ended is presented in the table and narrative below: Number of Weighted Weighted Aggregate Intrinsic Outstanding at December 31, 2016 6.7 $ 116.65 Granted 0.7 127.48 Exercised (1.2 ) 60.70 Forfeited and canceled (0.9 ) 156.86 Outstanding at December 31, 2017 5.3 $ 124.71 5.3 $ 95.2 Vested and unvested expected to vest at December 31, 2017 5.2 $ 124.44 5.3 $ 95.1 Exercisable at December 31, 2017 4.0 $ 119.57 4.5 $ 94.2 Total intrinsic value of stock options exercised during the years ended December 31, 2017 , 2016 and 2015 was $88.9 , $41.7 and $168.3 , respectively. We primarily utilize newly issued shares to satisfy the exercise of stock options. The total fair value of options vested during the years ended December 31, 2017 , 2016 and 2015 was $61.5 , $58.1 and $51.0 , respectively. The fair value of options at the date of grant was estimated using the Black-Scholes model with the following ranges of weighted average assumptions: December 31, December 31, December 31, 2017 2016 2015 Expected life in years 4.07 - 4.29 3.82 - 6.29 3.57 - 9.00 Interest rate 1.64% - 1.92% 0.87% - 1.66% 0.84% - 2.17% Volatility 38.78% - 39.01% 33.45% - 37.61% 33.35% - 38.13% Dividend yield — — — The expected stock price volatility rates are based on historical volatilities of our common stock. The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The average expected life represents the weighted average period of time that options granted are expected to be outstanding. We have evaluated three distinct employee groups in determining the expected life assumptions, and we estimate the expected life of stock options based on historical experience of exercises, cancellations and forfeitures of our stock options. The weighted average fair value at the date of grant for options granted during the years ended December 31, 2017 , 2016 and 2015 was $42.59 , $41.46 and $53.03 per option, respectively. Restricted Stock A summary of the status of our nonvested Restricted Stock and changes during the period then ended is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested Restricted Stock at December 31, 2016 2.5 $ 149.48 Shares granted 3.1 125.39 Shares forfeited (1.0 ) 137.27 Shares vested (1.0 ) 153.90 Nonvested Restricted Stock at December 31, 2017 3.6 $ 130.75 The fair value of restricted stock at the date of grant is based on the fair market value of the shares of common stock underlying the awards on the date of grant. The weighted average fair value at the date of grant for restricted stock awards granted during the years ended December 31, 2017 , 2016 and 2015 , including restricted stock units with performance conditions, was $125.39 , $133.35 and $184.09 per share, respectively. The total fair value of restricted stock vested during the years ended December 31, 2017 , 2016 and 2015 was $157.0 , $124.4 and $135.3 , respectively. We also grant market-based performance awards to senior management which provide the recipient the right to receive restricted stock at the end of a three year performance period, based on pre-established market-based performance goals. We use payout simulation models to estimate the grant date fair value of the awards. Expense recognized for market-based performance awards was not material for the years ended December 31, 2017 , 2016 and 2015 . Employee Stock Purchase Plan During 2015, the Company adopted the ESPP under which employees can purchase shares of our common stock based on a percentage of their compensation subject to certain limits. The purchase price per share is equal to the lower of 85.0% of the fair market value of our common stock on the offering date or the purchase date with a six month look-back feature. Under the ESPP, up to 1.0 shares of common stock may be issued to eligible employees who elect to participate in the purchase plan. Shares issued and compensation expense recognized under the ESPP for the years ended December 31, 2017 , 2016 and 2015 were not material. Share-Based Compensation Expense The following table summarizes the share-based compensation expense in the consolidated statements of operations: Year Ended December 31, 2017 2016 2015 Cost of sales $ 11.1 $ 11.1 $ 6.7 Research and development 76.4 57.6 64.2 Selling, general and administrative 155.6 123.6 156.2 Total share-based compensation expense 243.1 192.3 227.1 Income tax effect (89.3 ) (70.3 ) (83.7 ) Total share-based compensation expense, net of tax $ 153.8 $ 122.0 $ 143.4 Share-based compensation expense capitalized to inventory during the years ended December 31, 2017 , 2016 and 2015 was $15.4 , $12.1 , and $7.9 , respectively. As of December 31, 2017 , there was $344.9 of total unrecognized share-based compensation expense related to non-vested share-based compensation arrangements granted under our share-based compensation plans. The expense is expected to be recognized over a weighted-average period of 2.44 years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Common and Preferred Stock [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock In June 2015, in connection with our acquisition of Synageva, we issued 26.1 shares of common stock to former Synageva stockholders and employees. The fair value of the stock was $4,913.8 , and we incurred $4.1 of issuance costs. Share Repurchases In November 2012, our Board of Directors authorized a share repurchase program. The repurchase program does not have an expiration date, and we are not obligated to acquire a particular number of shares. The repurchase program may be discontinued at any time at the Company’s discretion. In February 2017, our Board of Directors authorized the future acquisition of shares with an aggregate value of up to $1,000.0 under the repurchase program, which superseded all prior repurchase programs. Under the program, we repurchased 4.0 and 3.1 shares of our common stock at a cost of $463.6 and $430.6 during the years ended December 31, 2017 and 2016 , respectively. Subsequent to December 31, 2017 , we repurchased 0.7 shares of common stock under our repurchase program at a cost of $85.0 . As of February 8, 2018 , there is a total of $451.4 remaining for repurchases under the repurchase program. |
Other Comprehensive Income and
Other Comprehensive Income and Accumulated Other Comprehensive Income (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Other Comprehensive Income and Accumulated Other Comprehensive Income [Abstract] | |
Other Comprehensive Income and Accumulated Other Comprehensive Income | Other Comprehensive Income and Accumulated Other Comprehensive Income The following table summarizes the changes in AOCI, by component, for the years ended December 31, 2017 , 2016 and 2015 : Defined Benefit Pension Plans Unrealized Gains (Losses) from Marketable Securities Unrealized Gains (Losses) from Hedging Activities Foreign Currency Translation Adjustment Total Accumulated Other Comprehensive Income (Loss) Balances, December 31, 2014 $ (16.6 ) $ (0.2 ) $ 87.3 $ (13.7 ) $ 56.8 Other comprehensive income before reclassifications (1.6 ) (0.5 ) 110.5 (6.3 ) 102.1 Amounts reclassified from other comprehensive income 8.6 (0.1 ) (105.1 ) — (96.6 ) Net other comprehensive income (loss) 7.0 (0.6 ) 5.4 (6.3 ) 5.5 Balances, December 31, 2015 $ (9.6 ) $ (0.8 ) $ 92.7 $ (20.0 ) $ 62.3 Other comprehensive income before reclassifications 2.6 0.2 46.4 (4.3 ) 44.9 Amounts reclassified from other comprehensive income 0.3 0.2 (47.2 ) — (46.7 ) Net other comprehensive income (loss) 2.9 0.4 (0.8 ) (4.3 ) (1.8 ) Balances, December 31, 2016 $ (6.7 ) $ (0.4 ) $ 91.9 $ (24.3 ) $ 60.5 Other comprehensive income before reclassifications 0.5 (0.2 ) (88.2 ) 8.4 (79.5 ) Amounts reclassified from other comprehensive income 1.4 0.8 (17.6 ) — (15.4 ) Net other comprehensive income (loss) 1.9 0.6 (105.8 ) 8.4 (94.9 ) Balances, December 31, 2017 $ (4.8 ) $ 0.2 $ (13.9 ) $ (15.9 ) $ (34.4 ) The table below provides details regarding significant reclassifications from AOCI during the years ended December 31, 2017 , 2016 and 2015 : Details about Accumulated Other Comprehensive Income Components Amount Reclassified From Accumulated Other Comprehensive Income during the year ended December 31, Affected Line Item in the Consolidated Statements of Operations 2017 2016 2015 Unrealized Gains (Losses) on Hedging Activity Effective portion of foreign exchange contracts $ 28.9 $ 73.0 $ 117.9 Net product sales Ineffective portion of foreign exchange contracts — — 2.2 Other income (expense) Effective portion of interest rate swap contracts (1.8 ) (0.2 ) — Interest expense 27.1 72.8 120.1 (9.5 ) (25.6 ) (15.0 ) Income tax expense $ 17.6 $ 47.2 $ 105.1 Defined Benefit Pension Items Amortization of prior service costs and actuarial losses $ (0.4 ) $ (0.5 ) $ (1.3 ) (a) Curtailment (1.8 ) — (10.1 ) (a) (2.2 ) (0.5 ) (11.4 ) 0.8 0.2 2.8 Income tax expense $ (1.4 ) $ (0.3 ) $ (8.6 ) (a) This AOCI component is included in the computation of net periodic pension benefit cost (see Note 16 for additional details). |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Authoritative guidance establishes a valuation hierarchy for disclosure of the inputs to the valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2017 and 2016 , and indicate the fair value hierarchy of the valuation techniques we utilized to determine such fair value. Fair Value Measurement at Balance Sheet Classification Type of Instrument Total Level 1 Level 2 Level 3 Cash equivalents Commercial paper $ 9.5 $ — $ 9.5 $ — Cash equivalents Reverse repurchase agreements $ 27.0 $ — $ 27.0 $ — Cash equivalents Corporate bonds $ 1.2 $ — $ 1.2 $ — Cash equivalents Other government-related obligations $ 5.0 $ — $ 5.0 $ — Marketable securities Mutual funds $ 18.5 $ 18.5 $ — $ — Marketable securities Commercial paper $ 6.5 $ — $ 6.5 $ — Marketable securities Corporate bonds $ 431.3 $ — $ 431.3 $ — Marketable securities Other government-related obligations $ 421.3 $ — $ 421.3 $ — Marketable securities Bank certificates of deposit $ 11.8 $ — $ 11.8 $ — Marketable securities Equity securities $ 0.3 $ 0.3 $ — $ — Prepaid expenses and other current assets Foreign exchange forward contracts $ 22.9 $ — $ 22.9 $ — Other assets Foreign exchange forward contracts $ 4.1 $ — $ 4.1 $ — Other current liabilities Foreign exchange forward contracts $ 48.5 $ — $ 48.5 $ — Other liabilities Foreign exchange forward contracts $ 26.0 $ — $ 26.0 $ — Prepaid expenses and other current assets Interest rate contracts $ 9.3 $ — 9.3 $ — Other assets Interest rate contracts $ 12.5 $ — 12.5 $ — Contingent consideration Acquisition-related contingent consideration $ 168.9 $ — $ — $ 168.9 Fair Value Measurement at Balance Sheet Classification Type of Instrument Total Level 1 Level 2 Level 3 Cash equivalents Money market funds $ 266.0 $ — $ 266.0 $ — Cash equivalents Commercial paper $ 70.3 $ — $ 70.3 $ — Cash equivalents Corporate bonds $ 10.0 $ — $ 10.0 $ — Cash equivalents Municipal bonds $ 39.7 $ — $ 39.7 $ — Marketable securities Mutual funds $ 13.7 $ 13.7 $ — $ — Marketable securities Commercial paper $ 43.9 $ — $ 43.9 $ — Marketable securities Corporate bonds $ 113.3 $ — $ 113.3 $ — Marketable securities Municipal bonds $ 51.1 $ — $ 51.1 $ — Marketable securities Other government-related obligations $ 99.4 $ — $ 99.4 $ — Marketable securities Bank certificates of deposit $ 5.0 $ — $ 5.0 $ — Marketable securities Equity securities $ 1.1 $ 1.1 $ — $ — Prepaid expenses and other current assets Foreign exchange forward contracts $ 97.1 $ — $ 97.1 $ — Other assets Foreign exchange forward contracts $ 58.8 $ — $ 58.8 $ — Other current liabilities Foreign exchange forward contracts $ 12.0 $ — $ 12.0 $ — Other liabilities Foreign exchange forward contracts $ 3.7 $ — $ 3.7 $ — Prepaid expenses and other current assets Interest rate contracts $ 0.4 $ — $ 0.4 $ — Other assets Interest rate contracts $ 10.1 $ — $ 10.1 $ — Other current liabilities Interest rate contracts $ 0.5 $ — $ 0.5 $ — Current portion of contingent consideration Acquisition-related contingent consideration $ 23.8 $ — $ — $ 23.8 Contingent consideration Acquisition-related contingent consideration $ 129.1 $ — $ — $ 129.1 There were no securities transferred between Level 1, 2 and 3 during the year ended December 31, 2017 . Valuation Techniques We classify mutual fund investments and equity securities, which are valued based on quoted market prices in active markets with no valuation adjustment, as Level 1 assets within the fair value hierarchy. Cash equivalents and marketable securities classified as Level 2 within the valuation hierarchy consist of money market funds, commercial paper, municipal bonds, repurchase agreements, U.S. and foreign government-related debt, corporate debt securities and certificates of deposit. We estimate the fair values of these marketable securities by taking into consideration valuations obtained from third-party pricing sources. These pricing sources utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include market pricing based on real-time trade data for the same or similar securities, issuer credit spreads, benchmark yields, and other observable inputs. We validate the prices provided by our third-party pricing sources by understanding the models used, obtaining market values from other pricing sources and analyzing pricing data in certain instances. Our derivative assets and liabilities include foreign exchange and interest rate derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk as well as an evaluation of our counterparties’ credit risks. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. Contingent consideration liabilities related to acquisitions are classified as Level 3 within the valuation hierarchy and are valued based on various estimates, including probability of success, discount rates and amount of time until the conditions of the milestone payments are met. As of December 31, 2017 , there has not been any impact to the fair value of our derivative liabilities due to our own credit risk. Similarly, there has not been any significant adverse impact to our derivative assets based on our evaluation of our counterparties’ credit risks. Contingent Consideration In connection with prior acquisitions, we may be required to pay future consideration that is contingent upon the achievement of specified development, regulatory approvals or sales-based milestone events. We determine the fair value of these obligations using various estimates that are not observable in the market and represent a Level 3 measurement within the fair value hierarchy. The resulting probability-weighted cash flows were discounted using a cost of debt ranging from 4.2% to 4.7% for developmental milestones and a weighted average cost of capital ranging from 9% to 21% for sales-based milestones. Each reporting period, we adjust the contingent consideration to fair value with changes in fair value recognized in operating earnings. Changes in fair values reflect new information about the probability and timing of meeting the conditions of the milestone payments. In the absence of new information, changes in fair value will only reflect the interest component of contingent consideration related to the passage of time. Estimated future contingent milestone payments related to prior business combinations range from zero if no milestone events are achieved, to a maximum of $741.0 if all development, regulatory and sales-based milestones are reached. As of December 31, 2017 , the fair value of acquisition-related contingent consideration was $168.9 . The following table represents a roll-forward of our acquisition-related contingent consideration: 2017 Balance at beginning of period $ (152.9 ) Milestone payments 25.0 Changes in fair value (41.0 ) Balance at end of period $ (168.9 ) In the second quarter 2017, a sales-based milestone associated with our acquisition of Enobia Pharma Corp was achieved. In connection with such achievement, we made a $25.0 milestone payment in the third quarter 2017. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Deferred Compensation Plan We have a nonqualified deferred compensation plan which allows certain highly-compensated employees to make voluntary deferrals of up to 80% of their base salary and incentive bonuses. The plan is designed to work in conjunction with the 401(k) plan and provides for a total combined employer match of up to 6% of an employee’s eligible earnings, up to the IRS annual 401(k) contribution limitations. Deferred compensation amounts under this plan as of December 31, 2017 and 2016 were $18.5 and $13.7 , respectively, and are included in other liabilities within the consolidated balance sheets. Employer matching contributions under the plan for the years ended December 31, 2017 , 2016 and 2015 were not material. Defined Contribution Plan We have one qualified 401(k) plan covering all eligible employees. Under the plan, employees may contribute up to the statutory allowable amount for any calendar year. We make matching contributions equal to $1.00 for each dollar contributed up to the first 6% of an individual’s base salary and incentive cash bonus up to the annual IRS maximum. For the years ended December 31, 2017 , 2016 and 2015 , we recorded matching contributions of approximately $15.9 , $16.7 , and $11.5 respectively. Defined Benefit Plans We maintain defined benefit plans for employees in certain countries outside the U.S., including retirement benefit plans required by applicable local law. The plans are valued by independent actuaries using the projected unit credit method. The liabilities correspond to the projected benefit obligations of which the discounted net present value is calculated based on years of employment, expected salary increases, and pension adjustments. In 2017 and 2015 we recorded the impacts of a curtailment related to our Swiss plan as a result of a reduction of employees due to restructuring events as discussed in Note 17, “Restructuring”. The following table sets forth the funded status and the amounts recognized for defined benefit plans, including the impacts of the 2017 and 2015 curtailments: December 31, 2017 2016 Change in benefit obligation: Projected benefit obligation, beginning of year $ 48.4 $ 45.0 Service cost 7.8 8.2 Curtailment (9.6 ) — Plan amendment — (4.0 ) Other (3.2 ) (0.8 ) Projected benefit obligation, end of year $ 43.4 $ 48.4 Accumulated benefit obligation, end of year $ 39.4 $ 41.4 December 31, 2017 2016 Change in plan assets: Fair value of plan assets, beginning of year $ 28.2 $ 21.6 Employer contributions 4.3 3.4 Plan participants' contributions 1.5 1.6 Curtailment (6.6 ) — Other (3.2 ) 1.6 Fair value of plan assets, end of year $ 24.2 $ 28.2 Funded status at end of year $ (19.2 ) $ (20.2 ) The Company measures the fair value of plan assets based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All plan asset investments are classified as Level 2 within the fair value hierarchy and are valued utilizing observable prices for similar instruments and quoted prices for identical or similar instruments in markets that are not active. Plan assets are managed by an independent investment fiduciary and are primarily invested in debt and equity securities and real estate funds in order to maximize the overall return from investment income considering asset allocation limits as determined by pension law. At December 31, 2017 , we have recorded a liability of $19.2 in other noncurrent liabilities and a charge to accumulated other comprehensive income, net of tax, of $4.8 related to an additional minimum liability. The following table provides the weighted average assumptions used to calculate net periodic benefit cost and the actuarial present value of projected benefit obligations: December 31, 2017 2016 Weighted average assumptions - Net Periodic Benefit Cost: Discount rate 0.7 % 0.6 % Long term rate of return on assets 3.0 % 3.0 % Rate of compensation increase 1.4 % 1.4 % Weighted average assumptions - Projected Benefit Obligation: Discount Rate 0.8 % 0.7 % Rate of compensation increase 1.3 % 1.4 % The discount rates used to determine the net periodic benefit cost and projected benefit obligation represent the yield on high quality AA-rated corporate bonds for periods that match the duration of the benefit obligations. The expected long-term rate of return on plan assets represents a weighted average of expected returns per asset category. The rate of return considers historical and estimated future risk free rates of return as well as risk premiums for the relevant investment categories. The components of net periodic benefit cost are as follows: Year Ended December 31, 2017 2016 2015 Service cost $ 7.8 $ 8.2 $ 9.7 Employee contributions (1.5 ) (1.6 ) (1.7 ) Amortization of prior service costs (0.4 ) — — Curtailment (1.1 ) — (2.0 ) Amortization and deferral of actuarial gain 0.8 0.9 1.3 Other $ (0.6 ) $ (0.8 ) $ (0.3 ) Total net periodic benefit cost $ 5.0 $ 6.7 $ 7.0 Other changes in plan assets and benefit obligations recognized in AOCI are as follows: Amount included in AOCI - December 31, 2015 $ (9.6 ) Prior service cost (0.4 ) Plan amendment 4.1 Amortization of net gain 0.9 Curtailment — Taxes (1.2 ) Other (0.5 ) Amount included in AOCI - December 31, 2016 $ (6.7 ) Prior service cost (0.4 ) Plan amendment — Amortization of net gain 0.8 Curtailment 1.9 Taxes (0.6 ) Other 0.2 Amount included in AOCI - December 31, 2017 $ (4.8 ) We estimate that we will pay employer contributions of approximately $3.2 in 2018 . The expected future benefits to be paid in respect of the pension plans as of December 31, 2017 were as follows: Year 2018 $ 2.2 2019 2.3 2020 2.0 2021 1.9 2022 2.2 2023 to 2027 8.8 |
Restructuring and Related Expen
Restructuring and Related Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring and Related Expenses In the first quarter of 2017, we initiated a company-wide restructuring designed to help position the Company for sustainable, long-term growth that we believe will further allow us to fulfill our mission of serving patients and families with rare diseases. The initial restructuring activities primarily focused on a reduction of the Company's global workforce. In September 2017, we committed to an operational plan to re-align the global organization with its refocused corporate strategy. The re-alignment focuses investments in priority growth areas to maximize leadership in complement and grow the rare disease business. The re-alignment also includes the relocation of the Company's headquarters to Boston, Massachusetts in 2018. Our New Haven, Connecticut site will continue to support employees working in the research and process development laboratories, the clinical supply and quality teams, nurse case management and a number of important enterprise business services. The plan is expected to further reduce the Company's global workforce by approximately 20.0% . The restructuring will achieve cost savings by focusing the development portfolio, simplifying business structures and processes across the Company's global operations, and closing of multiple Alexion sites, including ARIMF and certain regional and country-based offices. We expect to pay substantially all accrued amounts related to the 2017 restructuring activities by the end of 2018. In connection with the completion of our new corporate headquarters located in New Haven, Connecticut, we entered into a lease termination agreement for the previous corporate headquarters located in Cheshire, Connecticut during December 2015. As a result of this action, we recorded restructuring expense of $11.2 for contract termination costs in the fourth quarter of 2015. In connection with the acquisition and integration of Synageva in 2015, we recorded restructuring expense of $13.3 primarily related to employee costs during 2015. Synageva related restructuring charges were not material in 2016. In the fourth quarter of 2014 we announced plans to relocate our European headquarters from Lausanne, Switzerland to Zurich, Switzerland. The relocation of our European headquarters supports our operational needs based on growth in the European region. During the years ended December 31, 2016 and 2015, we incurred restructuring costs of $3.6 and $17.6 respectively, related to this event. The following table summarizes the total expenses recorded related to the restructuring activities by type of activity and the locations recognized within the consolidated statements of operations: December 31, 2017 December 31, 2016 December 31, 2015 Employee Separation Costs Asset-Related Charges Other Total Employee Separation Costs Asset-Related Charges Other Total Employee Separation Costs Asset-Related Charges Other Total Cost of Sales $ — $ 152.1 $ — $ 152.1 $ — $ — $ — $ — $ — $ — $ — $ — Research & Development — 16.3 — 16.3 — — — — — — — — Selling , General and Administrative — 10.9 — 10.9 — — — — — — — — Restructuring Expense 87.3 — 17.3 104.6 3.0 — — 3.0 25.8 — 16.3 42.1 Other expense — — 2.6 2.6 — — — — — — — — $ 87.3 $ 179.3 $ 19.9 $ 286.5 $ 3.0 $ — $ — $ 3.0 $ 25.8 $ — $ 16.3 $ 42.1 Employee separation costs are associated with headcount reductions, as well as corporate employees not relocating with the Company's headquarters in 2018. Asset-related charges consist of accelerated depreciation costs and asset impairment charges. Accelerated depreciation costs primarily relates to site closures, including ARIMF. Accelerated depreciation costs represent the difference between the depreciation expense recognized over the revised useful life of the asset, based upon the anticipated date the site closure and the depreciation expense as determined using the useful life prior to the restructuring activities. Asset impairment charges primarily related to manufacturing assets that will no longer be utilized due to the restructuring activities. Other costs consist of contract termination expenses, relocation costs, and other costs incurred as a direct result of an exit plan. The following table presents a reconciliation of the restructuring reserve recorded within accrued expenses on the Company's consolidated balance sheets for the years ended December 31, 2017 and 2016 : December 31, 2017 December 31, 2016 Employee Separation Costs Asset-Related Charges Other Total Employee Separation Costs Asset-Related Charges Other Total Liability, beginning of year $ 0.5 $ — $ 0.1 $ 0.6 $ 6.4 $ — $ 0.9 $ 7.3 Charges 88.2 179.3 19.9 287.4 — — 2.8 2.8 Settlements (34.0 ) — (15.6 ) (49.6 ) (4.8 ) — (4.9 ) (9.7 ) Adjustments to previous estimates (0.9 ) — — (0.9 ) (1.1 ) — 1.3 0.2 Non Cash Activity — (179.3 ) — (179.3 ) — — — — Liability, end of year $ 53.8 $ — $ 4.4 $ 58.2 $ 0.5 $ — $ 0.1 $ 0.6 The restructuring reserve of $58.2 and $0.6 is recorded in accrued expenses on the Company's consolidated balance sheet as of December 31, 2017 and 2016 , respectively. We currently estimate incurring additional restructuring and related expenses in 2018 of approximately $30.0 to $70.0 related to the 2017 restructuring activities, primarily related to other costs. As we continue to execute our strategic business plan and global footprint, we may incur restructuring expenses in 2018 that are materially different from our current estimate. As a result of the planned relocation of our corporate headquarters to Boston, Massachusetts, we are required to repay a forgivable loan and grant that were provided by the State of Connecticut Department of Economic Community Development in 2015 in connection with the construction of our current headquarters in New Haven, Connecticut. The loan and grant totaled $26.0 and were recognized, upon receipt, as a reduction in the cost of our New Haven facility-related fixed assets. As a result, the $26.0 repayment obligation was recorded in the third quarter 2017 with an offsetting increase in the carrying value of the related assets. We repaid this amount in the fourth quarter 2017. We could also be required to repay sales tax credits of approximately $3.5 to the state of Connecticut in connection with the relocation of our corporate headquarters. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We operate in a single segment, focusing on serving patients with devastating and ultra-rare disorders through the innovation, development and commercialization of life-transforming therapeutic products. Consistent with our operational structure, our chief operating decision maker manages and allocates resources at a global, consolidated level. Therefore, results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with our management reporting. Disclosures about net product sales and long-lived assets by geographic area are presented below. Net Product Sales Net product sales by product and significant geographic region are as follows: Year Ended December 31, % Change 2017 2016 2015 2017 compared to 2016 2016 compared to 2015 Soliris United States $ 1,235.0 $ 1,058.5 $ 943.6 16.7 % 12.2 % Europe 985.2 939.7 838.3 4.8 % 12.1 % Asia Pacific 328.1 303.8 274.0 8.0 % 10.9 % Rest of World 595.8 541.2 534.3 10.1 % 1.3 % $ 3,144.1 2,843.2 2,590.2 10.6 % 9.8 % Strensiq United States $ 280.1 $ 177.5 $ 7.7 57.8 % ** Europe 35.6 15.3 1.7 132.7 % ** Asia Pacific 18.6 13.0 2.4 43.1 % ** Rest of World 5.5 3.6 0.1 52.8 % ** 339.8 209.4 11.9 62.3 % ** Kanuma United States $ 42.4 $ 20.4 $ — 107.8 % N/A Europe 14.6 6.3 0.4 131.7 % ** Asia Pacific 2.7 1.3 — 107.7 % N/A Rest of World 5.9 1.1 — ** N/A $ 65.6 29.1 0.4 125.4 % ** Total Net Product Sales 3,549.5 3,081.7 2,602.5 15.2 % 18.4 % ** Percentages not meaningful Long-Lived Assets Long-lived assets consist of property, plant and equipment. December 31, 2017 2016 United States $ 455.9 $ 489.7 Europe 864.6 538.4 Other 4.9 7.5 $ 1,325.4 $ 1,035.6 |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (unaudited) | Quarterly Financial Information (unaudited) The following condensed quarterly financial information is for the years ended December 31, 2017 and 2016 : March 31 June 30 September 30 December 31 2017: Revenues $ 869.6 $ 912.7 $ 859.1 $ 909.7 Cost of sales 69.0 83.6 157.0 (1) 144.6 (1) Operating expenses 588.6 (2) 602.4 (3) 622.0 (2) 656.5 Operating income 212.0 226.7 (4) 80.1 108.6 Net income $ 170.1 $ 165.2 $ 78.0 $ 30.0 (3) Earnings per common share Basic $ 0.76 $ 0.74 $ 0.35 $ 0.13 Diluted $ 0.75 $ 0.73 $ 0.35 $ 0.13 March 31 June 30 September 30 December 31 2016: Revenues $ 701.0 $ 753.2 $ 799.1 $ 830.8 Cost of sales 59.0 60.6 71.1 67.6 Operating expenses 476.2 497.8 548.7 635.7 (4) Operating income 165.8 194.8 179.3 127.5 Net income $ 92.2 $ 120.1 $ 94.3 $ 92.8 Earnings per common share Basic $ 0.41 $ 0.54 $ 0.42 $ 0.41 Diluted $ 0.41 $ 0.53 $ 0.42 $ 0.41 (1) Included within cost of sales for the third and fourth quarters 2017 are $83.0 and $69.1 , respectively, of restructuring related expenses associated with the planned closure of the ARIMF facility. (2) Included within operating expenses for the first and third quarters 2017 are $23.8 and $79.4 , respectively of restructuring and related expenses. (3) In 2017, we recognized tax expense of $45.8 as a result of the Tax Cuts and Jobs Act. Certain impacts of the Tax Act have been recorded on a provisional basis. See Note 11, “Income Taxes” for additional information. (4) Included within operating expenses for the second quarter 2017 and the fourth quarter of 2016 is an impairment charge of $31.0 and $85.0 , respectively, associated with an early stage clinical indefinite-lived intangible asset. |
Business Overview and Summary28
Business Overview and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Business Overview and Summary of Significant Accounting Policies [Abstract] | |
Business | Alexion Pharmaceuticals, Inc. (Alexion, the Company, we, our or us) is a global biopharmaceutical company focused on serving patients and families affected by rare diseases through the innovation, development and commercialization of life-changing therapies. We are the global leader in complement inhibition and have developed and commercialize the first and only approved complement inhibitor to treat patients with paroxysmal nocturnal hemoglobinuria (PNH), atypical hemolytic uremic syndrome (aHUS), and anti-acetylcholine receptor (AChR) antibody-positive generalized myasthenia gravis (gMG). In addition, Alexion has two highly innovative enzyme replacement therapies for patients with life-threatening and ultra-rare metabolic disorders, hypophosphatasia (HPP) and lysosomal acid lipase deficiency (LAL-D). As the leader in complement biology for over 20 years, Alexion focuses its research efforts on novel molecules and targets in the complement cascade, and its development efforts on the core therapeutic areas of hematology, nephrology, neurology, and metabolic disorders. |
Basis of Presentation and Principles of Consolidation | The accompanying consolidated financial statements include the accounts of Alexion and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. For each of our business combinations, all of the assets acquired and liabilities assumed were recorded at their respective fair values as of the date of acquisition, and their results of operations are included in the consolidated financial statements from the date of acquisition. In the current year the Company’s rounding presentation of reported amounts have changed. The current year rounding presentation has been applied to all prior year amounts presented and, in certain circumstances, this change may adjust previously reported balances. |
Dividend Policy | We have never paid a cash dividend on shares of our stock. We currently intend to retain our earnings to finance future operations and do not anticipate paying any cash dividends on our stock in the foreseeable future. |
Critical Accounting Estimates | The preparation of our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S., requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities in our financial statements. We believe the most complex judgments result primarily from the need to make estimates about the effects of matters that are inherently uncertain and are significant to our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. We evaluate our estimates, judgments and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. The most significant areas involving estimates, judgments and assumptions used in the preparation of our consolidated financial statements are as follows: • Revenue recognition; • Contingent liabilities; • Inventories; • Share-based compensation; • Valuation of goodwill, acquired intangible assets and in-process research and development (IPR&D); • Valuation of contingent consideration; and • Income taxes. |
Foreign Currency Translation | The financial statements of our subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss), net of tax, in stockholders’ equity. Foreign currency transaction gains and losses are included in the results of operations in other income and expense. |
Cash and Cash Equivalents | Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value, and include short-term highly liquid investments with original maturities of three months or less. As of December 31, 2017 and 2016 , cash equivalents were comprised of money market funds, reverse repurchase agreements, and other debt securities with maturities less than 90 days from the date of purchase. |
Fair Value of Financial Instruments | The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable, other assets, accounts payable, accrued expenses and other liabilities approximate fair value due to their short-term maturities. Our marketable securities are valued based upon pricing of securities with similar investment characteristics and holdings. Our derivative financial instruments are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk and our counterparties’ credit risks. Our debt obligations are carried at historical cost, which approximates fair value. Our contingent consideration liabilities related to our acquisitions are valued based on various estimates, including probability of success, estimated revenues, discount rates and amount of time until the conditions of the milestone payments are met. |
Marketable Securities | We invest our excess cash balances in marketable securities of highly rated financial institutions and investment-grade debt instruments. We seek to diversify our investments and limit the amount of investment concentrations for individual institutions, maturities and investment types. We classify these marketable securities as available-for-sale and, accordingly, record such securities at fair value. We classify these marketable securities as current assets as these investments are intended to be available to the Company for use in funding current operations. Unrealized gains and losses that are deemed temporary are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. If any adjustment to fair value reflects a significant decline in the value of the security, we evaluate the extent to which the decline is determined to be other-than-temporary and would mark the security to market through a charge to our consolidated statement of operations. Credit losses are identified when we do not expect to receive cash flows sufficient to recover the amortized cost basis of a security. In the event of a credit loss, only the amount associated with the credit loss is recognized in operating results, with the amount of loss relating to other factors recorded in accumulated other comprehensive income (loss). We sponsor a nonqualified deferred compensation plan which allows certain highly-compensated employees to elect to defer income to future periods. Participants in the plan earn a return on their deferrals based on several investments options, which mirror returns on underlying mutual fund investments. We choose to invest in the underlying mutual fund investments to offset the liability associated with our nonqualified deferred compensation plan. These securities are classified as trading securities and are carried at fair value with gains and losses included in investment income. The changes in the underlying liability to the employee are recorded in operating expenses. |
Accounts Receivable | Our standard credit terms vary based on the country of sale and range from 30 to 120 days. Our consolidated average days’ sales outstanding ranges from 60 to 70 days. We evaluate the creditworthiness of customers on a regular basis. In certain European countries, sales by us are subject to payment terms that are statutorily determined. This is primarily the case in countries where the payer is government-owned or government-funded, which we consider to be creditworthy. The length of time from sale to receipt of payment in certain countries exceeds our credit terms. In countries in which collections from customers extend beyond normal payment terms, we seek to collect interest. We record interest on customer receivables as interest income when collected. For non-interest bearing receivables with an estimated payment beyond one year, we discount the accounts receivable to present value at the date of sale, with a corresponding adjustment to revenue. Subsequent adjustments for further declines in credit rating are recorded as bad debt expense as a component of selling, general and administrative expense. We also use judgments as to our ability to collect outstanding receivables and provide allowances for the portion of receivables if and when collection becomes doubtful, and we also assess on an ongoing basis whether collectibility is reasonably assured at the time of sale. As of December 31, 2017 and 2016 , allowances on receivables were not material. |
Concentration of Credit Risk | Financial instruments that potentially expose the Company to concentrations of credit risk are limited to cash equivalents, marketable securities, accounts receivable and our foreign exchange derivative contracts. We invest our cash reserves in money market funds or high-quality marketable securities in accordance with our investment policy. The stated objectives of our investment policy is to preserve capital, provide liquidity consistent with forecasted cash flow requirements, maintain appropriate diversification and generate returns relative to these investment objectives and prevailing market conditions. At December 31, 2017 , four customers accounted for 57.7% of the accounts receivable balance, with these individual customers ranging from 10.2% to 18.9% of the accounts receivable balance. At December 31, 2016 , three customers accounted for 47.0% of the accounts receivable balance, with these individual customers ranging from 13.7% to 19.1% of the accounts receivable balance. For the year ended December 31, 2017 , three customers accounted for 37.0% of our product sales, with these individual customers ranging from 10.8% to 15.0% of our product sales. For the year ended December 31, 2016 , three customers accounted for 36.7% of our product sales, with these individual customers ranging from 10.0% to 16.0% of our product sales. For the year ended December 31, 2015 , three customers accounted for 38.2% of our product sales, with these individual customers ranging from 10.0% to 17.5% of our product sales. No other customers accounted for more than 10.0% of accounts receivable or net product sales. We continue to monitor economic conditions, including volatility associated with international economies and the associated impacts on the financial markets and our business. Substantially all of our accounts receivable are due from wholesale distributors, public hospitals and other government entities. We monitor the financial performance of our customers so that we can appropriately respond to changes in their credit worthiness. We can operate in certain jurisdictions where weakness in economic conditions can result in extended collection periods. To date, we have not experienced any significant losses with respect to collection of our accounts receivable. |
Inventories | Capitalization of Inventory Costs We capitalize inventory produced for commercial sale, which may include costs incurred for certain products awaiting regulatory approval. We capitalize inventory produced in preparation of product launches sufficient to support estimated initial market demand. Capitalization of such inventory begins when we have (i) obtained positive results in clinical trials that we believe are necessary to support regulatory approval, (ii) concluded that uncertainties regarding regulatory approval have been sufficiently reduced, and (iii) determined that the inventory has probable future economic benefit. In evaluating whether these conditions have been met, we consider clinical trial results for the underlying product candidate, results from meetings with regulatory authorities, and the compilation of the regulatory application. If we are aware of any material risks or contingencies outside of the standard regulatory review and approval process, or if there are any specific negative issues identified relating to the safety, efficacy, manufacturing, marketing or labeling of the product that would have a significant negative impact on its future economic benefits, the related inventory would not be capitalized. We had no inventory capitalized for products awaiting regulatory approval as of December 31, 2017 and 2016 . Products that have been approved by the U.S. Food and Drug Administration (FDA) or other regulatory authorities are also used in clinical programs to assess the safety and efficacy of the products for usage in diseases that have not been approved by the FDA or other regulatory authorities. The form of the products utilized for both commercial and clinical programs is identical and, as a result, the inventory has an “alternative future use” as defined in authoritative guidance. Raw materials and purchased drug product associated with clinical development programs are included in inventory and charged to research and development expense when the product enters the research and development process and no longer can be used for commercial purposes and, therefore, does not have an “alternative future use”. For products which are under development and have not yet been approved by regulatory authorities, purchased drug product is charged to research and development expense upon delivery. Delivery occurs when the inventory passes quality inspection and ownership transfers to us. Nonrefundable advance payments for research and development activities, including production of purchased drug product, are deferred and capitalized until the goods are delivered. We also recognize expense for raw materials purchased for developmental purposes when the raw materials pass quality inspection and we have an obligation to pay for the materials. Inventory Write-Offs We analyze our inventory levels to identify inventory that may expire prior to sale, inventory that has a cost basis in excess of its estimated realizable value, or inventory in excess of expected sales requirements. Although the manufacturing of our product is subject to strict quality control, certain batches or units of product may no longer meet quality specifications or may expire, which requires adjustments to our inventory values. We also apply judgment related to the results of quality tests that we perform throughout the production process, as well as our understanding of regulatory guidelines, to determine if it is probable that inventory will be saleable. These quality tests are performed throughout the pre-and post-production process, and we continually gather additional information regarding product quality for periods after the manufacture date. Our products currently have a maximum estimated life ranging from 36 to 48 months and, based on our sales forecasts, we expect to realize the carrying value of our inventory. In the future, reduced demand, quality issues or excess supply beyond those anticipated by management may result in a material adjustment to inventory levels, which would be recorded as an increase to cost of sales. The determination of whether or not inventory costs will be realizable requires estimates by our management. A critical input in this determination is future expected inventory requirements based on internal sales forecasts. We then compare these requirements to the expiry dates of inventory on hand. For inventories that are capitalized in preparation of product launch, we also consider the expected approval date in assessing realizability. To the extent that inventory is expected to expire prior to being sold, we will write down the value of inventory. Inventories are stated at the lower of cost or estimated realizable value. We determine the cost of inventory on a standard cost basis, which approximates average costs. |
Derivative Instruments | We record the fair value of derivative instruments as either assets or liabilities on the balance sheet. The accounting for gains and losses resulting from changes in fair value is dependent on the use of the derivative and whether it is designated and qualifies for hedge accounting. All qualifying hedging activities are documented at the inception of the hedge and must meet the definition of highly effective in offsetting changes to future cash. The effectiveness of the qualifying hedge contract is assessed quarterly. We record the fair value of the qualifying hedges in other current assets, other assets, other current liabilities and other liabilities. Gains or losses resulting from changes in the fair value of qualifying hedges are recorded in other comprehensive income (loss) until the forecasted transaction occurs. When the forecasted transaction occurs, this amount is reclassified into the consolidated statement of operations, based on the nature of the derivative instrument. Any non-qualifying portion of the gains or losses resulting from changes in fair value, if any, is reported in other income and expense. |
Property, Plant and Equipment | Property, plant and equipment are stated at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. We estimate economic lives as follows: • Building and improvements—fifteen to thirty five years • Machinery and laboratory equipment—five to fifteen years • Computer hardware and software—three to seven years • Furniture and office equipment— five to ten years Leasehold improvements and assets under capital lease arrangements are amortized over the lesser of the asset’s estimated useful life or the term of the respective lease. Maintenance costs are expensed as incurred. Construction-in-progress reflects amounts incurred for property, plant, or equipment construction or improvements that have not been placed in service. Assets Held for Sale We classify assets as held for sale when the following criteria are met: i) management, having the authority to approve the action, commits to a plan to sell the asset, ii) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of similar assets, iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, iv) the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year, v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets that are classified as held for sale are recorded at the lower of their carrying value or their fair value less the costs to sell. In the third quarter 2017, we announced our intention to close the Alexion Rhode Island Manufacturing Facility (ARIMF). In the fourth quarter 2017, we met the criteria for assets held for sale and reclassified the ARIMF assets from property, plant and equipment to assets held for sale. As of December 31, 2017, $ 12.4 , the carrying value of the ARIMF assets, was included within prepaid expenses and other current assets in our consolidated balance sheet. Manufacturing Facilities We capitalize costs incurred for the construction of facilities which support commercial manufacturing. We also capitalize costs related to validation activities which are directly attributable to preparing the facility for its intended use, including engineering runs and inventory production necessary to obtain approval of the facility from government regulators for the production of a commercially approved drug. When the facility is substantially complete and ready for its intended use and regulatory approval for commercial production has been received, we will place the asset in service. The production of inventory for preparing the facility for its intended use requires two types of production: engineering runs which are used for testing purposes only and do not result in saleable inventory, and validation runs which are used for validating equipment and may result in saleable inventory. The costs associated with inventory produced during engineering runs and normal production losses during validation runs are capitalized to fixed assets and depreciated over the asset’s useful life. Saleable inventory produced during the validation process is initially treated as a fixed asset; however, upon regulatory approval, this inventory is reclassified to inventory and expensed in cost of goods sold as product is sold, or in research and development expenses as product is utilized in R&D activities. Abnormal production costs incurred during the validation process are expensed as incurred. |
Acquisitions | Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the tangible and intangible assets acquired and the liabilities assumed are recorded as of the acquisition date at their respective fair values. We evaluate a business as an integrated set of activities and assets that is capable of being managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits and consists of inputs and processes that provide or have the ability to provide outputs. In an acquisition of a business, the excess of the fair value of the consideration transferred over the fair value of the net assets acquired is recorded as goodwill. In an acquisition of net assets that does not constitute a business, no goodwill is recognized. Our consolidated financial statements include the results of operations of an acquired business after the completion of the acquisition. |
Intangible Assets | Our intangible assets consist of licenses, patents, purchased technology and acquired in-process research and development (IPR&D). Intangible assets with definite lives are amortized based on their pattern of economic benefit over their estimated useful lives and reviewed periodically for impairment. Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested for impairment. Impairment testing is performed at least annually or when a triggering event occurs that could indicate a potential impairment. If and when development is complete, which generally occurs when regulatory approval to market a product is obtained, the associated assets are deemed finite-lived and are amortized over a period that best reflects the economic benefits provided by these assets. |
Goodwill | Goodwill represents the excess of purchase price over fair value of net assets acquired in a business combination and is not amortized. Goodwill is subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. We are organized and operate as a single reporting unit and therefore the goodwill impairment test is performed using our overall market value, as determined by our traded share price, compared to our book value of net assets. |
Impairment of Long-Lived Assets | Our long-lived assets are primarily comprised of intangible assets and property, plant and equipment. We evaluate our finite-lived intangible assets and property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets is not recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. In addition, indefinite-lived intangible assets, comprised of IPR&D, are reviewed for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the asset is impaired by comparing the fair value to the carrying value of the asset. |
Contingent Consideration | We record contingent consideration resulting from a business combination at its fair value on the acquisition date. On a quarterly basis, we revalue these obligations and record increases or decreases in their fair value as an adjustment to operating earnings. Changes to contingent consideration obligations can result from adjustments to discount rates, accretion of the liability due to the passage of time, changes in our estimates of the likelihood or timing of achieving development or commercial milestones, changes in the probability of certain clinical events or changes in the assumed probability associated with regulatory approval. |
Contingent liabilities | We are currently involved in various claims and legal proceedings. On a quarterly basis, we review the status of each significant matter and assess its potential financial exposure. If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Because of uncertainties related to claims and litigation, accruals are based on our best estimates based on available information. On a periodic basis, as additional information becomes available, or based on specific events such as the outcome of litigation or settlement of claims, we may reassess the potential liability related to these matters and may revise these estimates. |
Treasury Stock | Treasury stock is accounted for using the cost method, with the purchase price of the common stock recorded separately as a deduction from stockholders’ equity. |
Revenue Recognition | Our principal source of revenue is product sales. We recognize revenue from product sales when persuasive evidence of an arrangement exists, title to product and associated risk of loss has passed to the customer, the price is fixed or determinable, collection from the customer is reasonably assured, and we have no further performance obligations. Depending on these criteria, revenue is usually recorded upon receipt of the product by our customers. Our customers are primarily comprised of distributors, pharmacies, hospitals, hospital buying groups, and other healthcare providers. In some cases, we may also sell to governments and government agencies. In addition to sales in countries where our products are commercially available, we have also recorded revenue on sales for patients receiving treatment through named-patient programs. The relevant authorities or institutions in those countries have agreed to reimburse for product sold on a named-patient basis where our products have not received final approval for commercial sale. Because of factors such as the price of our products, the limited number of patients, the short period from product sale to patient infusion and the lack of contractual return rights, our customers often carry limited inventory. We also monitor inventory within our sales channels to determine whether deferrals are appropriate based on factors such as inventory levels compared to demand, contractual terms, financial strength of distributors and our ability to estimate returns. In some cases, exact quantities of inventory in the channel are not precisely known, requiring us to estimate these amounts. If actual amounts of inventory differ from these estimates, these adjustments could have an impact in the period in which these estimates change. Historically, we deferred revenue recognition for sales to certain international customers, mainly distributors, until the product was received by the end customer due to various factors, including our inability to estimate product returns. On a regular basis, we review revenue arrangements, including our distributor relationships, to determine whether any changes in these arrangements or historical experience with these customers have an impact on revenue recognition. In the first quarter 2017, we determined that we had sufficient sales experience with certain customers to estimate product returns from such customers. We accounted for this prospectively as a change in estimate and began to recognize revenue for these customers when title to the product and the associated risk of loss passed to the customer. Some customers purchase larger quantities of product less frequently, which may result in revenue fluctuations from quarter to quarter. We do not believe these buying patterns increase the risk of product returns or our ability to estimate such returns. We record estimated rebates payable under governmental programs, including Medicaid in the U.S. and other programs outside the U.S., as a reduction of revenue at the time of product sale. Our calculations related to these rebate accruals require analysis of historical claim patterns and estimates of customer mix to determine which sales will be subject to rebates and the amount of such rebates. We update our estimates and assumptions each period and record any necessary adjustments, which may have an impact on revenue in the period in which the adjustment is made. Generally, the length of time between product sale and the processing and reporting of the rebates is three to six months. We have entered into volume-based arrangements with governments in certain countries in which reimbursement is limited to a contractual amount. Under this type of arrangement, amounts billed in excess of the contractual limitation are repaid to these governments as a rebate. We estimate incremental discounts resulting from these contractual limitations, based on estimated sales during the limitation period, and we apply the discount percentage to product shipments as a reduction of revenue. Our calculations related to these arrangements require estimation of sales during the limitation period, and adjustments in these estimates may have a material impact in the period in which these estimates change. We record distribution and other fees paid to our customers as a reduction of revenue, unless we receive an identifiable and separate benefit for the consideration and we can reasonably estimate the fair value of the benefit received. If both conditions are met, we record the consideration paid to the customer as an operating expense. These costs are typically known at the time of sale, resulting in minimal adjustments subsequent to the period of sale. We enter into foreign exchange forward contracts to hedge exposures resulting from portions of our forecasted revenues, including intercompany revenues, that are denominated in currencies other than the U.S. dollar. These hedges are designated as cash flow hedges upon inception. We record the effective portion of these cash flow hedges to revenue in the period in which the sale is made to an unrelated third party and the derivative contract is settled. Amounts collected from customers and remitted to governmental authorities, such as value-added taxes (VAT) in foreign jurisdictions, are presented on a net basis in our consolidated statements of operations and do not impact net product sales. |
Research and Development Expenses | Research and development expenses are comprised of costs incurred in performing research and development activities including payroll and benefits, pre-clinical, clinical trial and related clinical manufacturing costs, manufacturing development and scale-up costs, product development and regulatory costs, contract services and other outside contractor costs, research license fees, depreciation and amortization of lab facilities, and lab supplies. These costs are expensed as incurred. We accrue costs for clinical trial activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by the contract research organizations, clinical study sites, laboratories, consultants, or other clinical trial vendors that perform the activities. |
Share-Based Compensation | We have two share-based compensation plans pursuant to which awards are currently being made: (i) the 2017 Incentive Plan (2017 Plan) and (ii) the 2015 Employee Stock Purchase Plan (ESPP). The 2017 Plan replaced the Amended & Restated 2004 Incentive Plan (2004 Plan), effective May 10, 2017. Under the 2017 Plan, restricted stock, restricted stock units, stock options and other stock-related awards may be granted to our directors, officers, employees and consultants or advisors of the Company or any subsidiary. Under the ESPP, eligible employees can purchase shares of common stock at a discount semi-annually through payroll deductions. To date, share-based compensation issued under the plans consists of incentive and non-qualified stock options, restricted stock and restricted stock units, including restricted stock units with market and non-market performance conditions, and shares issued under our ESPP. Compensation expense for our share-based awards is recognized based on the estimated fair value of the awards on the grant date. Compensation expense reflects an estimate of the number of awards expected to vest and is primarily recognized on a straight-line basis over the requisite service period of the individual grants, which typically equals the vesting period. Compensation expense for awards with performance conditions is recognized using the graded-vesting method. Our estimates of employee stock option values rely on estimates of factors we input into the Black-Scholes model. The key factors involve an estimate of future uncertain events. Significant assumptions include the use of historical volatility to determine the expected stock price volatility. We also estimate expected term until exercise and the reduction in the expense from expected forfeitures. We currently use historical exercise and cancellation patterns as our best estimate of future estimated life. For our non-market performance-based awards, we estimate the anticipated achievement of the performance targets, including forecasting the achievement of future financial targets. These estimates are revised periodically based on the probability of achieving the performance targets and adjustments are made throughout the performance period as necessary. We use payout simulation models to estimate the grant date fair value of market performance-based awards. The payout simulation models assume volatility of our common stock and the common stock of a comparator group of companies, as well as correlations of returns of the price of our common stock and the common stock prices of the comparator group. The purchase price of common stock under our ESPP is equal to 85.0% of the lower of (i) the market value per share of the common stock on the first business day of an offering period or (ii) the market value per share of the common stock on the purchase date. The fair value of the discounted purchases made under our ESPP is calculated using the Black-Scholes model. The fair value of the look-back provision plus the 15.0% discount is recognized as compensation expense over the 6 month purchase period. |
Restructuring and Restructuring Related Expenses | We record liabilities associated with exit or disposal activities in the period in which the liability is incurred. For existing benefit arrangements, employee termination costs are accrued when the exit or disposal cost are probable and estimable. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive benefits are recognized ratably over the service period. Restructuring related expenses include accelerated depreciation costs and impairment charges associated with assets impacted by a restructuring exit activity. Accelerated depreciation costs represent the difference between the depreciation expense recognized over the revised useful life of the asset, based upon the anticipated date an impacted site closure and the depreciation expense as determined using the useful life prior to the restructuring activities. |
Earnings Per Common Share | Basic earnings per common share (EPS) is computed by dividing net income by the weighted-average number of shares of common stock outstanding. For purposes of calculating diluted EPS, the denominator reflects the potential dilution that could occur if stock options, unvested restricted stock units or other contracts to issue common stock were exercised or converted into common stock, using the treasury stock method We exclude from EPS the weighted-average number of securities whose effect is anti-dilutive. Excluded from the calculation of EPS for the years ended December 31, 2017 , 2016 and 2015 were 4.0 , 4.2 , and 2.4 shares of common stock, respectively, because their effect is anti-dilutive. |
Income Taxes | We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect for years in which the temporary differences are expected to reverse. We periodically evaluate the likelihood of the realization of deferred tax assets and reduce the carrying amount of these deferred tax assets by a valuation allowance when it is more likely than not that deferred tax assets will not be realized. We recognize the benefit of an uncertain tax position that has been taken or we expect to take on income tax returns if such tax position is more likely than not to be sustained. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized. The amount of unrecognized tax benefits is adjusted, as appropriate, for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, or new information obtained during a tax examination or resolution of an examination. We also accrued for potential interest and penalties related to unrecognized tax benefits as a component of tax expense. In December 2017, the Tax Cuts and Jobs Act (Tax Act) was enacted into law. The Tax Act decreased the US federal corporate tax rate to 21.0% , imposed a minimum tax on foreign earnings related to intangible assets (GILTI), a one-time transition tax on previously unremitted foreign earnings, and modified the taxation of other income and expense items. With regard to the GILTI minimum tax, foreign earnings are reduced by the profit attributable to tangible assets and a deductible allowance of up to 50.0% , subject to annual limitations. We have elected to account for the impact of the minimum tax in deferred taxes, and to account for the deductible allowance and tangible asset profit reduction in the period realized. |
Comprehensive Income | Comprehensive income is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) includes changes in equity that are excluded from net income, such as changes in pension liabilities, unrealized gains and losses on marketable securities, unrealized gains and losses on hedge contracts and foreign currency translation adjustments. Certain of these changes in equity are reflected net of tax. |
Other Investments | We invest in companies with securities that are not publicly traded and where fair value is not readily available. Other investments include an investment in the preferred stock of the non-public entity Moderna Therapeutics, Inc. During 2014, we purchased $37.5 of preferred equity of Moderna. We recorded our investment at cost within other assets in our consolidated balance sheets. We regularly monitor these investments to evaluate whether there has been an other-than-temporary decline in its fair value, based on the implied value of recent company financings, public market prices of comparable companies, and general market conditions. The carrying value of these investments was not impaired as of December 31, 2017 . |
Reclassification | Certain items in the prior year’s consolidated financial statements have been reclassified to conform to the current presentation. |
New Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (FASB) issued a comprehensive new standard which amends revenue recognition principles and provides a single set of criteria for revenue recognition among all industries. The new standard provides a five step framework whereby revenue is recognized when promised goods or services are transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires enhanced disclosures pertaining to revenue recognition in both interim and annual periods. The standard is effective for interim and annual periods beginning after December 15, 2017 and allows for adoption using a full retrospective method, or a modified retrospective method. We will adopt the new standard in the first quarter 2018 using the modified retrospective method. We have reviewed the new standard and have not identified any accounting changes that will materially impact the recognition of our net product sales. We have also completed our review and analysis of customer contracts and determined that the impact of adopting the new standard in the first quarter 2018 will not be material to our financial position and results of operations. We are implementing changes to our accounting policies, internal controls and disclosures to support the new standard; however, these changes will not be significant. In January 2016, the FASB issued a new standard that changes accounting for equity investments, financial liabilities under the fair value option, and presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. Equity investments with readily determinable fair values will be measured at fair value with changes in fair value recognized in net income. Companies have the option to either measure equity investments without readily determinable fair values at fair value or at cost adjusted for changes in observable prices minus impairment. We have elected to measure equity investments without readily determinable fair values at cost adjusted for changes in observable prices minus impairment, which will be recognized in net income. This standard is effective for interim and annual periods beginning after December 15, 2017. The guidance related to equity investments without readily determinable fair values should be applied prospectively to equity investments that exist as of the date of adoption. The adoption of this standard may increase volatility in our net income as changes in observable prices of equity investments without readily determinable fair values will be recorded in net income and could have a material impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued a new standard requiring that the rights and obligations arising from leases be recognized on the balance sheet by recording a right-of-use asset and corresponding lease liability. The new standard also requires qualitative and quantitative disclosures to understand the amount, timing, and uncertainty of cash flows arising from leases, as well as significant management estimates utilized. The standard is effective for interim and annual periods beginning after December 15, 2018 and requires a modified retrospective adoption. We are currently assessing the impact of this standard on our financial condition and results of operations. In March 2016, the FASB issued a new standard intended to simplify certain aspects of the accounting for employee share-based payments. One aspect of the standard requires an entity to recognize all excess tax benefits and deficiencies associated with stock-based compensation as a reduction or increase to tax expense in the income statement. Previously, such amounts were recognized in additional paid-in capital. The amendments also require recognition of excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Furthermore, the amendment requires that excess tax benefits be classified as an operating activity in the statement of cash flows instead of a financing activity. We elected to early adopt this standard in the third quarter of 2016. We also elected to continue to estimate the impact of forfeitures when determining the amount of compensation cost to be recognized each period rather than account for forfeitures as they occur. In October 2016, the FASB issued a new income tax standard that eliminates the exception for an intra-entity asset transfer other than inventory. Under the new standard, entities should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Any deferred tax asset that arises in the buyer's jurisdiction would also be recognized at the time of the transfer. We elected to early adopt this standard in the first quarter 2017. As a result of the adoption, in the first quarter of 2017, we recorded an $18.8 decrease in retained earnings, primarily resulting from the elimination of previously recorded prepaid tax assets. In January 2017, the FASB issued a new standard that clarifies the definition of a business and determines when an integrated set of assets and activities is not a business. This framework requires that if substantially all of the fair value of gross assets acquired or disposed of is concentrated in a single asset or group of similar identifiable assets, the assets would not represent a business. The standard is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted. We anticipate that the adoption of this new standard will result in more transactions being accounted for as asset acquisitions. In August 2017, the FASB issued a new standard intended to improve and simplify certain aspects of the accounting for hedges. The new standard is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. The standard is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. We are currently assessing the impact of this standard on our financial condition and results of operations. |
Business Overview and Summary29
Business Overview and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Overview and Summary of Significant Accounting Policies [Abstract] | |
Schedule of Inventories | The components of inventory are as follows: December 31, 2017 2016 Raw materials $ 4.7 $ 17.4 Work-in-process 148.6 142.6 Finished goods 307.1 214.7 $ 460.4 $ 374.7 |
Schedule of the Calculation of Basic and Diluted EPS | The following table summarizes the calculation of basic and diluted EPS for years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 2016 2015 Net income used for basic and diluted calculation $ 443.3 $ 399.4 $ 144.4 Shares used in computing earnings per common share—basic 223.9 224.3 213.4 Weighted-average effect of dilutive securities: Stock awards 1.5 2.0 2.5 Shares used in computing earnings per common share—diluted 225.4 226.3 215.9 Earnings per common share: Basic $ 1.98 $ 1.78 $ 0.68 Diluted $ 1.97 $ 1.76 $ 0.67 |
Acquisitions (Tables)
Acquisitions (Tables) - Synageva BioPharma Corp. [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Purchase Price Allocation | The aggregate consideration to acquire Synageva consisted of: Stock consideration $ 4,917.8 Cash consideration 4,565.5 Total purchase price $ 9,483.3 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the estimated fair values of assets acquired and liabilities assumed: Cash $ 626.2 Inventory 23.9 In-process research and development (IPR&D) 4,236.0 Deferred tax liabilities, net (160.0 ) Other assets and liabilities (26.2 ) Net assets acquired 4,699.9 Goodwill 4,783.4 Total purchase price $ 9,483.3 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information presents the combined results of Alexion and Synageva as if the acquisition of Synageva had been completed on January 1, 2014, with adjustments to give effect to pro forma events that are directly attributable to the acquisition. The unaudited pro forma results do not reflect operating efficiencies or potential cost savings which may result from the consolidation of operations. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations that would have had we completed the transaction on January 1, 2014. Year Ended December 31, 2015 Pro forma revenues $ 2,606.3 Pro forma net income 21.1 Earnings per common share Basic $ 0.09 Diluted $ 0.09 |
Schedule of Acquisition Related Costs [Table Text Block] | Acquisition-related costs associated with our business combinations for the years ended December 31, 2017 , 2016 and 2015 include the following: Year Ended December 31, 2017 2016 2015 Transaction costs (1) $ — $ — $ 27.0 Integration costs — 2.3 12.2 $ — $ 2.3 $ 39.2 (1) Transaction costs include investment advisory, legal, and accounting fees |
Property, Plant and Equipment31
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property, Plant and Equipment | A summary of property, plant and equipment is as follows: December 31, 2017 December 31, 2016 Land $ 9.6 $ 10.3 Buildings and improvements 427.9 449.9 Machinery and laboratory equipment 159.2 126.1 Computer hardware and software 141.5 123.1 Furniture and office equipment 23.8 24.5 Construction-in-progress 723.7 495.1 1,485.7 1,229.0 Less: Accumulated depreciation and amortization (160.3 ) (193.4 ) $ 1,325.4 $ 1,035.6 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following table summarizes the carrying amount of our intangible assets and goodwill, net of accumulated amortization: December 31, 2017 December 31, 2016 Estimated Cost Accumulated Net Cost Accumulated Net Licensing Rights 5-8 $ 31.0 $ (28.5 ) $ 2.5 $ 28.5 $ (28.5 ) $ — Patents 7 10.5 (10.5 ) — 10.5 (10.5 ) — Purchased technology 6-16 4,710.5 (758.9 ) 3,951.6 4,710.5 (438.8 ) 4,271.7 Acquired IPR&D Indefinite — — — 31.0 — 31.0 Other Intangibles 5 0.4 (0.1 ) 0.3 0.4 — 0.4 Total $ 4,752.4 $ (798.0 ) $ 3,954.4 $ 4,780.9 $ (477.8 ) $ 4,303.1 Goodwill Indefinite $ 5,040.3 $ (2.9 ) $ 5,037.4 $ 5,040.3 $ (2.9 ) $ 5,037.4 |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill: Balance at December 31, 2015 $ 5,047.9 Change in goodwill associated with prior acquisition (10.5 ) Balance at December 31, 2016 and 2017 $ 5,037.4 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of available-for-sale investments by type of security at December 31, 2017 and December 31, 2016 were as follows: December 31, 2017 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 16.0 $ — $ — $ 16.0 Repurchase agreements 27.0 — — 27.0 Corporate bonds 432.2 0.5 (0.2 ) 432.5 Other government related obligations: U.S. — — — — Foreign 426.3 0.2 (0.2 ) 426.3 Bank certificates of deposit 11.8 — — 11.8 Total available-for-sale debt securities $ 913.3 $ 0.7 $ (0.4 ) $ 913.6 Equity securities — 0.3 — 0.3 Total available-for-sale securities $ 913.3 $ 1.0 $ (0.4 ) $ 913.9 December 31, 2016 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 114.2 $ — $ — $ 114.2 Corporate bonds 124.0 — (0.7 ) 123.3 Municipal bonds 91.0 — (0.2 ) 90.8 Other government related obligations: U.S. 27.5 — (0.1 ) 27.4 Foreign 72.5 — (0.5 ) 72.0 Bank certificates of deposit 5.0 — — 5.0 Total available-for-sale debt securities $ 434.2 $ — $ (1.5 ) $ 432.7 Equity securities $ — 1.1 — $ 1.1 Total available-for-sale securities $ 434.2 $ 1.1 $ (1.5 ) $ 433.8 |
Available-for-sale Securities by Balance Sheet Location Classification [Table Text Block] | The fair values of available-for-sale securities by classification in the consolidated balance sheet were as follows: December 31, 2017 December 31, 2016 Cash and cash equivalents $ 42.7 $ 120.1 Marketable securities 871.2 313.7 $ 913.9 $ 433.8 |
Investments Classified by Contractual Maturity Date [Table Text Block] | The fair values of available-for-sale debt securities as of December 31, 2017 , by contractual maturity, are summarized as follows: December 31, 2017 Due in one year or less $ 518.1 Due after one year through three years 395.5 Due after three years through five years — $ 913.6 |
Derivative Instruments and He34
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities [Abstract] | |
Schedule of Other Comprehensive Income and Earnings from Foreign Exchange Contracts | The impact on accumulated other comprehensive income (AOCI) and earnings from foreign exchange and interest rate swap contracts that qualified as cash flow hedges, for the years ended December 31, 2017 and 2016 were as follows: Year Ended December 31, 2017 2016 Foreign Exchange Contracts: Gain (loss) recognized in AOCI, net of tax $ (96.1 ) $ 40.2 Gain reclassified from AOCI to net product sales (effective portion), net of tax $ 18.7 $ 47.3 Gain reclassified from AOCI to other income and expense (ineffective portion), net of tax $ — $ — Interest Rate Contracts: Gain recognized in AOCI, net of tax $ 7.9 $ 6.2 Loss reclassified from AOCI to interest expense, net of tax $ (1.1 ) $ (0.1 ) |
Schedule of Fair Value of Outstanding Derivatives | The following tables summarize the fair value of outstanding derivatives at December 31, 2017 and 2016 : December 31, 2017 Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedging instruments: Foreign exchange forward contracts Prepaid expenses and other current assets $ 12.9 Other current liabilities $ 34.8 Foreign exchange forward contracts Other assets 4.1 Other liabilities 26.0 Interest rate contracts Prepaid expenses and other current assets 9.3 Other current liabilities — Interest rate contracts Other assets 12.5 Other liabilities — Derivatives not designated as hedging instruments: Foreign exchange forward contracts Prepaid expenses and other current assets 10.0 Other current liabilities 13.7 Total fair value of derivative instruments $ 48.8 $ 74.5 December 31, 2016 Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedging instruments: Foreign exchange forward contracts Prepaid expenses and other current assets $ 80.1 Other current liabilities $ 2.4 Foreign exchange forward contracts Other assets 58.8 Other liabilities 3.7 Interest rate contracts Prepaid expenses and other current assets 0.4 Other current liabilities 0.5 Interest rate contracts Other assets 10.1 Other liabilities — Derivatives not designated as hedging instruments: Foreign exchange forward contracts Prepaid expenses and other current assets 17.0 Other current liabilities 9.6 Total fair value of derivative instruments $ 166.4 $ 16.2 |
Offsetting Assets and Liabilities [Table Text Block] | The following tables summarize the potential effect on our consolidated balance sheets of offsetting our foreign exchange forward contracts and interest rate contracts subject to such provisions: December 31, 2017 Gross Amounts Not Offset in the Consolidated Balance Sheet Description Gross Amounts of Recognized Assets/Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/Liabilities Presented in the Consolidated Balance Sheet Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 48.8 $ — $ 48.8 $ (26.3 ) $ — $ 22.5 Derivative liabilities (74.5 ) — (74.5 ) 26.3 — (48.2 ) December 31, 2016 Gross Amounts Not Offset in the Consolidated Balance Sheet Description Gross Amounts of Recognized Assets/Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/Liabilities Presented in the Consolidated Balance Sheet Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 166.4 $ — $ 166.4 $ (16.2 ) $ — $ 150.2 Derivative liabilities (16.2 ) — (16.2 ) 16.2 — — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: December 31, 2017 December 31, 2016 Royalties $ 22.5 $ 20.2 Payroll and employee benefits 149.9 121.3 Taxes payable 30.7 38.9 Rebates payable 99.1 69.5 Clinical 79.1 63.5 Manufacturing 41.1 52.4 Accrued restructuring costs 58.2 0.6 Other 158.8 141.6 $ 639.4 $ 508.0 |
Debt Debt (Tables)
Debt Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | The contractual maturities of our long-term debt obligations due subsequent to December 31, 2017 are as follows: Year 2018 $ — 2019 150.0 2020 2,756.3 |
Facility Lease Obligations (Tab
Facility Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Operating Leased Assets [Line Items] | |
Schedule of Aggregate Future Minimum Annual Rental Payments | Aggregate future minimum non-cancellable commitments under the Boston facility lease obligation, as of December 31, 2017 are as follows: Year 2018 $ — 2019 4.3 2020 6.6 2021 6.7 2022 6.8 Thereafter 63.6 |
Construction in Progress [Member] | |
Operating Leased Assets [Line Items] | |
Schedule of Aggregate Future Minimum Annual Rental Payments | Aggregate future minimum non-cancellable commitments under the New Haven facility lease obligation, as of December 31, 2017 are as follows: Year 2018 $ 15.2 2019 15.5 2020 15.6 2021 15.9 2022 16.3 Thereafter 130.1 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Line Items] | |
Schedule of Aggregate Future Minimum Annual Rental Payments | Aggregate future minimum non-cancellable commitments under the Boston facility lease obligation, as of December 31, 2017 are as follows: Year 2018 $ — 2019 4.3 2020 6.6 2021 6.7 2022 6.8 Thereafter 63.6 |
Property, Plant and Equipment, Other Types [Member] | |
Commitments and Contingencies [Line Items] | |
Schedule of Aggregate Future Minimum Annual Rental Payments | Aggregate future minimum annual rental payments, for the next five years and thereafter under non-cancellable operating leases (including facilities and equipment) as of December 31, 2017 are: Year 2018 $ 22.3 2019 15.5 2020 9.5 2021 6.7 2022 6.5 Thereafter 17.9 |
Construction in Progress [Member] | |
Commitments and Contingencies [Line Items] | |
Schedule of Aggregate Future Minimum Annual Rental Payments | Aggregate future minimum non-cancellable commitments under the New Haven facility lease obligation, as of December 31, 2017 are as follows: Year 2018 $ 15.2 2019 15.5 2020 15.6 2021 15.9 2022 16.3 Thereafter 130.1 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) on Income Before Income Taxes | The income tax expense is based on income before income taxes as follows: Year Ended December 31, 2017 2016 2015 U.S. $ (43.9 ) $ (164.6 ) $ (125.4 ) Non-U.S. 591.7 740.8 623.5 $ 547.8 $ 576.2 $ 498.1 |
Schedule of Components of Income Tax Provision (Benefit) | The components of the income tax expense are as follows: Year Ended December 31, 2017 2016 2015 Domestic Current $ 42.9 $ 3.4 $ (87.6 ) Deferred 7.2 107.6 388.9 50.1 111.0 301.3 Foreign Current 107.5 69.1 49.0 Deferred (53.1 ) (3.3 ) 3.4 54.4 65.8 52.4 Total Current 150.4 72.5 (38.6 ) Deferred (45.9 ) 104.3 392.3 $ 104.5 $ 176.8 $ 353.7 |
Reconciliation of the Statutory U.S. Federal Income Tax Rate to Effective Income Tax Rate | The reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2017 2016 2015 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % State and local income taxes 1.5 % 4.1 % (0.8 )% Foreign income tax rate differential (28.7 )% (33.8 )% (32.5 )% Tax credits, net of nondeductible expenses (10.7 )% (6.0 )% (7.6 )% Foreign income tax credits (6.1 )% (8.4 )% (7.6 )% Foreign income subject to U.S. taxation 48.2 % 26.6 % 24.3 % U.S. deferred taxes on foreign earnings 34.2 % 16.5 % 60.1 % Re-measurement of deferred taxes as a result of the Tax Act (53.4 )% — % — % Other permanent differences (0.9 )% (3.3 )% 0.1 % Effective income tax rate 19.1 % 30.7 % 71.0 % |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities are as follows: December 31, December 31, 2017 2016 Deferred tax assets: Net operating losses $ 4.9 $ 57.8 Income tax credits 442.5 536.5 Stock compensation 66.6 89.3 Accruals and allowances 97.7 91.1 Unrealized losses 6.6 — Research and development expenses 7.2 15.3 Accrued royalties 74.2 22.9 699.7 812.9 Valuation allowance (3.4 ) (3.6 ) Total deferred tax assets 696.3 809.3 Deferred tax liabilities: Depreciable assets (75.2 ) (95.3 ) Unrealized gains — (43.3 ) Investment in foreign partnership (607.9 ) (546.1 ) Intangible assets (285.6 ) (502.4 ) Total deferred tax liabilities (968.7 ) (1,187.1 ) Net deferred tax (liability) asset $ (272.4 ) $ (377.8 ) |
Reconciliation of Unrecognized Tax Benefits | The beginning and ending amounts of unrecognized tax benefits reconciles as follows: 2017 2016 2015 Beginning of period balance $ 138.9 $ 113.9 $ 28.7 Increases for tax positions taken during a prior period 5.6 3.4 1.9 Decreases for tax positions taken during a prior period (85.8 ) (1.1 ) (0.1 ) Increases for tax positions taken during the current period 19.3 22.8 85.3 Decreases for tax positions related to settlements (15.8 ) — (1.0 ) Decreases for tax positions related to lapse of statute (1.3 ) (0.1 ) (0.9 ) $ 60.9 $ 138.9 $ 113.9 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-Based Compensation | The following table summarizes the share-based compensation expense in the consolidated statements of operations: Year Ended December 31, 2017 2016 2015 Cost of sales $ 11.1 $ 11.1 $ 6.7 Research and development 76.4 57.6 64.2 Selling, general and administrative 155.6 123.6 156.2 Total share-based compensation expense 243.1 192.3 227.1 Income tax effect (89.3 ) (70.3 ) (83.7 ) Total share-based compensation expense, net of tax $ 153.8 $ 122.0 $ 143.4 |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the status of our stock option plans at December 31, 2017 , and changes during the year then ended is presented in the table and narrative below: Number of Weighted Weighted Aggregate Intrinsic Outstanding at December 31, 2016 6.7 $ 116.65 Granted 0.7 127.48 Exercised (1.2 ) 60.70 Forfeited and canceled (0.9 ) 156.86 Outstanding at December 31, 2017 5.3 $ 124.71 5.3 $ 95.2 Vested and unvested expected to vest at December 31, 2017 5.2 $ 124.44 5.3 $ 95.1 Exercisable at December 31, 2017 4.0 $ 119.57 4.5 $ 94.2 |
Schedule of Share-based Compensation Valuation Assumptions | The fair value of options at the date of grant was estimated using the Black-Scholes model with the following ranges of weighted average assumptions: December 31, December 31, December 31, 2017 2016 2015 Expected life in years 4.07 - 4.29 3.82 - 6.29 3.57 - 9.00 Interest rate 1.64% - 1.92% 0.87% - 1.66% 0.84% - 2.17% Volatility 38.78% - 39.01% 33.45% - 37.61% 33.35% - 38.13% Dividend yield — — — |
Schedule of Share-based Compensation, Restricted Stock Activity | A summary of the status of our nonvested Restricted Stock and changes during the period then ended is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested Restricted Stock at December 31, 2016 2.5 $ 149.48 Shares granted 3.1 125.39 Shares forfeited (1.0 ) 137.27 Shares vested (1.0 ) 153.90 Nonvested Restricted Stock at December 31, 2017 3.6 $ 130.75 |
Other Comprehensive Income an41
Other Comprehensive Income and Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Comprehensive Income and Accumulated Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table summarizes the changes in AOCI, by component, for the years ended December 31, 2017 , 2016 and 2015 : Defined Benefit Pension Plans Unrealized Gains (Losses) from Marketable Securities Unrealized Gains (Losses) from Hedging Activities Foreign Currency Translation Adjustment Total Accumulated Other Comprehensive Income (Loss) Balances, December 31, 2014 $ (16.6 ) $ (0.2 ) $ 87.3 $ (13.7 ) $ 56.8 Other comprehensive income before reclassifications (1.6 ) (0.5 ) 110.5 (6.3 ) 102.1 Amounts reclassified from other comprehensive income 8.6 (0.1 ) (105.1 ) — (96.6 ) Net other comprehensive income (loss) 7.0 (0.6 ) 5.4 (6.3 ) 5.5 Balances, December 31, 2015 $ (9.6 ) $ (0.8 ) $ 92.7 $ (20.0 ) $ 62.3 Other comprehensive income before reclassifications 2.6 0.2 46.4 (4.3 ) 44.9 Amounts reclassified from other comprehensive income 0.3 0.2 (47.2 ) — (46.7 ) Net other comprehensive income (loss) 2.9 0.4 (0.8 ) (4.3 ) (1.8 ) Balances, December 31, 2016 $ (6.7 ) $ (0.4 ) $ 91.9 $ (24.3 ) $ 60.5 Other comprehensive income before reclassifications 0.5 (0.2 ) (88.2 ) 8.4 (79.5 ) Amounts reclassified from other comprehensive income 1.4 0.8 (17.6 ) — (15.4 ) Net other comprehensive income (loss) 1.9 0.6 (105.8 ) 8.4 (94.9 ) Balances, December 31, 2017 $ (4.8 ) $ 0.2 $ (13.9 ) $ (15.9 ) $ (34.4 ) |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | The table below provides details regarding significant reclassifications from AOCI during the years ended December 31, 2017 , 2016 and 2015 : Details about Accumulated Other Comprehensive Income Components Amount Reclassified From Accumulated Other Comprehensive Income during the year ended December 31, Affected Line Item in the Consolidated Statements of Operations 2017 2016 2015 Unrealized Gains (Losses) on Hedging Activity Effective portion of foreign exchange contracts $ 28.9 $ 73.0 $ 117.9 Net product sales Ineffective portion of foreign exchange contracts — — 2.2 Other income (expense) Effective portion of interest rate swap contracts (1.8 ) (0.2 ) — Interest expense 27.1 72.8 120.1 (9.5 ) (25.6 ) (15.0 ) Income tax expense $ 17.6 $ 47.2 $ 105.1 Defined Benefit Pension Items Amortization of prior service costs and actuarial losses $ (0.4 ) $ (0.5 ) $ (1.3 ) (a) Curtailment (1.8 ) — (10.1 ) (a) (2.2 ) (0.5 ) (11.4 ) 0.8 0.2 2.8 Income tax expense $ (1.4 ) $ (0.3 ) $ (8.6 ) (a) This AOCI component is included in the computation of net periodic pension benefit cost (see Note 16 for additional details). |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets And Liabilites Measured At Fair Value | The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2017 and 2016 , and indicate the fair value hierarchy of the valuation techniques we utilized to determine such fair value. Fair Value Measurement at Balance Sheet Classification Type of Instrument Total Level 1 Level 2 Level 3 Cash equivalents Commercial paper $ 9.5 $ — $ 9.5 $ — Cash equivalents Reverse repurchase agreements $ 27.0 $ — $ 27.0 $ — Cash equivalents Corporate bonds $ 1.2 $ — $ 1.2 $ — Cash equivalents Other government-related obligations $ 5.0 $ — $ 5.0 $ — Marketable securities Mutual funds $ 18.5 $ 18.5 $ — $ — Marketable securities Commercial paper $ 6.5 $ — $ 6.5 $ — Marketable securities Corporate bonds $ 431.3 $ — $ 431.3 $ — Marketable securities Other government-related obligations $ 421.3 $ — $ 421.3 $ — Marketable securities Bank certificates of deposit $ 11.8 $ — $ 11.8 $ — Marketable securities Equity securities $ 0.3 $ 0.3 $ — $ — Prepaid expenses and other current assets Foreign exchange forward contracts $ 22.9 $ — $ 22.9 $ — Other assets Foreign exchange forward contracts $ 4.1 $ — $ 4.1 $ — Other current liabilities Foreign exchange forward contracts $ 48.5 $ — $ 48.5 $ — Other liabilities Foreign exchange forward contracts $ 26.0 $ — $ 26.0 $ — Prepaid expenses and other current assets Interest rate contracts $ 9.3 $ — 9.3 $ — Other assets Interest rate contracts $ 12.5 $ — 12.5 $ — Contingent consideration Acquisition-related contingent consideration $ 168.9 $ — $ — $ 168.9 Fair Value Measurement at Balance Sheet Classification Type of Instrument Total Level 1 Level 2 Level 3 Cash equivalents Money market funds $ 266.0 $ — $ 266.0 $ — Cash equivalents Commercial paper $ 70.3 $ — $ 70.3 $ — Cash equivalents Corporate bonds $ 10.0 $ — $ 10.0 $ — Cash equivalents Municipal bonds $ 39.7 $ — $ 39.7 $ — Marketable securities Mutual funds $ 13.7 $ 13.7 $ — $ — Marketable securities Commercial paper $ 43.9 $ — $ 43.9 $ — Marketable securities Corporate bonds $ 113.3 $ — $ 113.3 $ — Marketable securities Municipal bonds $ 51.1 $ — $ 51.1 $ — Marketable securities Other government-related obligations $ 99.4 $ — $ 99.4 $ — Marketable securities Bank certificates of deposit $ 5.0 $ — $ 5.0 $ — Marketable securities Equity securities $ 1.1 $ 1.1 $ — $ — Prepaid expenses and other current assets Foreign exchange forward contracts $ 97.1 $ — $ 97.1 $ — Other assets Foreign exchange forward contracts $ 58.8 $ — $ 58.8 $ — Other current liabilities Foreign exchange forward contracts $ 12.0 $ — $ 12.0 $ — Other liabilities Foreign exchange forward contracts $ 3.7 $ — $ 3.7 $ — Prepaid expenses and other current assets Interest rate contracts $ 0.4 $ — $ 0.4 $ — Other assets Interest rate contracts $ 10.1 $ — $ 10.1 $ — Other current liabilities Interest rate contracts $ 0.5 $ — $ 0.5 $ — Current portion of contingent consideration Acquisition-related contingent consideration $ 23.8 $ — $ — $ 23.8 Contingent consideration Acquisition-related contingent consideration $ 129.1 $ — $ — $ 129.1 |
Schedule Of Acquisition-Related Contingent Consideration | The following table represents a roll-forward of our acquisition-related contingent consideration: 2017 Balance at beginning of period $ (152.9 ) Milestone payments 25.0 Changes in fair value (41.0 ) Balance at end of period $ (168.9 ) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Change in Benefit Obligation | The following table sets forth the funded status and the amounts recognized for defined benefit plans, including the impacts of the 2017 and 2015 curtailments: December 31, 2017 2016 Change in benefit obligation: Projected benefit obligation, beginning of year $ 48.4 $ 45.0 Service cost 7.8 8.2 Curtailment (9.6 ) — Plan amendment — (4.0 ) Other (3.2 ) (0.8 ) Projected benefit obligation, end of year $ 43.4 $ 48.4 Accumulated benefit obligation, end of year $ 39.4 $ 41.4 |
Schedule of Change in Plan Assets | December 31, 2017 2016 Change in plan assets: Fair value of plan assets, beginning of year $ 28.2 $ 21.6 Employer contributions 4.3 3.4 Plan participants' contributions 1.5 1.6 Curtailment (6.6 ) — Other (3.2 ) 1.6 Fair value of plan assets, end of year $ 24.2 $ 28.2 Funded status at end of year $ (19.2 ) $ (20.2 ) |
Schedule of Weighted Average Assumptions Used to Calculate Net Periodic Benefit Cost and the Actuarial Present Value of Projected Benefit Obligations | The following table provides the weighted average assumptions used to calculate net periodic benefit cost and the actuarial present value of projected benefit obligations: December 31, 2017 2016 Weighted average assumptions - Net Periodic Benefit Cost: Discount rate 0.7 % 0.6 % Long term rate of return on assets 3.0 % 3.0 % Rate of compensation increase 1.4 % 1.4 % Weighted average assumptions - Projected Benefit Obligation: Discount Rate 0.8 % 0.7 % Rate of compensation increase 1.3 % 1.4 % |
Schedule of Components of Net Periodic Benefit Costs | The components of net periodic benefit cost are as follows: Year Ended December 31, 2017 2016 2015 Service cost $ 7.8 $ 8.2 $ 9.7 Employee contributions (1.5 ) (1.6 ) (1.7 ) Amortization of prior service costs (0.4 ) — — Curtailment (1.1 ) — (2.0 ) Amortization and deferral of actuarial gain 0.8 0.9 1.3 Other $ (0.6 ) $ (0.8 ) $ (0.3 ) Total net periodic benefit cost $ 5.0 $ 6.7 $ 7.0 |
Schedule of Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income | Other changes in plan assets and benefit obligations recognized in AOCI are as follows: Amount included in AOCI - December 31, 2015 $ (9.6 ) Prior service cost (0.4 ) Plan amendment 4.1 Amortization of net gain 0.9 Curtailment — Taxes (1.2 ) Other (0.5 ) Amount included in AOCI - December 31, 2016 $ (6.7 ) Prior service cost (0.4 ) Plan amendment — Amortization of net gain 0.8 Curtailment 1.9 Taxes (0.6 ) Other 0.2 Amount included in AOCI - December 31, 2017 $ (4.8 ) |
Schedule of Estimated Future Benefit Payments | The expected future benefits to be paid in respect of the pension plans as of December 31, 2017 were as follows: Year 2018 $ 2.2 2019 2.3 2020 2.0 2021 1.9 2022 2.2 2023 to 2027 8.8 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The following table summarizes the total expenses recorded related to the restructuring activities by type of activity and the locations recognized within the consolidated statements of operations: December 31, 2017 December 31, 2016 December 31, 2015 Employee Separation Costs Asset-Related Charges Other Total Employee Separation Costs Asset-Related Charges Other Total Employee Separation Costs Asset-Related Charges Other Total Cost of Sales $ — $ 152.1 $ — $ 152.1 $ — $ — $ — $ — $ — $ — $ — $ — Research & Development — 16.3 — 16.3 — — — — — — — — Selling , General and Administrative — 10.9 — 10.9 — — — — — — — — Restructuring Expense 87.3 — 17.3 104.6 3.0 — — 3.0 25.8 — 16.3 42.1 Other expense — — 2.6 2.6 — — — — — — — — $ 87.3 $ 179.3 $ 19.9 $ 286.5 $ 3.0 $ — $ — $ 3.0 $ 25.8 $ — $ 16.3 $ 42.1 Employee separation costs are associated with headcount reductions, as well as corporate employees not relocating with the Company's headquarters in 2018. Asset-related charges consist of accelerated depreciation costs and asset impairment charges. Accelerated depreciation costs primarily relates to site closures, including ARIMF. Accelerated depreciation costs represent the difference between the depreciation expense recognized over the revised useful life of the asset, based upon the anticipated date the site closure and the depreciation expense as determined using the useful life prior to the restructuring activities. Asset impairment charges primarily related to manufacturing assets that will no longer be utilized due to the restructuring activities. Other costs consist of contract termination expenses, relocation costs, and other costs incurred as a direct result of an exit plan. The following table presents a reconciliation of the restructuring reserve recorded within accrued expenses on the Company's consolidated balance sheets for the years ended December 31, 2017 and 2016 : December 31, 2017 December 31, 2016 Employee Separation Costs Asset-Related Charges Other Total Employee Separation Costs Asset-Related Charges Other Total Liability, beginning of year $ 0.5 $ — $ 0.1 $ 0.6 $ 6.4 $ — $ 0.9 $ 7.3 Charges 88.2 179.3 19.9 287.4 — — 2.8 2.8 Settlements (34.0 ) — (15.6 ) (49.6 ) (4.8 ) — (4.9 ) (9.7 ) Adjustments to previous estimates (0.9 ) — — (0.9 ) (1.1 ) — 1.3 0.2 Non Cash Activity — (179.3 ) — (179.3 ) — — — — Liability, end of year $ 53.8 $ — $ 4.4 $ 58.2 $ 0.5 $ — $ 0.1 $ 0.6 The restructuring reserve of $58.2 and $0.6 is recorded in accrued expenses on the Company's consolidated balance sheet as of December 31, 2017 and 2016 , respectively. We currently estimate incurring additional restructuring and related expenses in 2018 of approximately $30.0 to $70.0 related to the 2017 restructuring activities, primarily related to other costs. As we continue to execute our strategic business plan and global footprint, we may incur restructuring expenses in 2018 that are materially different from our current estimate. As a result of the planned relocation of our corporate headquarters to Boston, Massachusetts, we are required to repay a forgivable loan and grant that were provided by the State of Connecticut Department of Economic Community Development in 2015 in connection with the construction of our current headquarters in New Haven, Connecticut. The loan and grant totaled $26.0 and were recognized, upon receipt, as a reduction in the cost of our New Haven facility-related fixed assets. As a result, the $26.0 repayment obligation was recorded in the third quarter 2017 with an offsetting increase in the carrying value of the related assets. We repaid this amount in the fourth quarter 2017. We could also be required to repay sales tax credits of approximately $3.5 to the state of Connecticut in connection with the relocation of our corporate headquarters. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Tangible Long-Lived Assets by Significant Geographic Region | Long-lived assets consist of property, plant and equipment. December 31, 2017 2016 United States $ 455.9 $ 489.7 Europe 864.6 538.4 Other 4.9 7.5 $ 1,325.4 $ 1,035.6 Net product sales by product and significant geographic region are as follows: Year Ended December 31, % Change 2017 2016 2015 2017 compared to 2016 2016 compared to 2015 Soliris United States $ 1,235.0 $ 1,058.5 $ 943.6 16.7 % 12.2 % Europe 985.2 939.7 838.3 4.8 % 12.1 % Asia Pacific 328.1 303.8 274.0 8.0 % 10.9 % Rest of World 595.8 541.2 534.3 10.1 % 1.3 % $ 3,144.1 2,843.2 2,590.2 10.6 % 9.8 % Strensiq United States $ 280.1 $ 177.5 $ 7.7 57.8 % ** Europe 35.6 15.3 1.7 132.7 % ** Asia Pacific 18.6 13.0 2.4 43.1 % ** Rest of World 5.5 3.6 0.1 52.8 % ** 339.8 209.4 11.9 62.3 % ** Kanuma United States $ 42.4 $ 20.4 $ — 107.8 % N/A Europe 14.6 6.3 0.4 131.7 % ** Asia Pacific 2.7 1.3 — 107.7 % N/A Rest of World 5.9 1.1 — ** N/A $ 65.6 29.1 0.4 125.4 % ** Total Net Product Sales 3,549.5 3,081.7 2,602.5 15.2 % 18.4 % |
Quarterly Financial Informati46
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Condensed Quarterly Financial Information | The following condensed quarterly financial information is for the years ended December 31, 2017 and 2016 : March 31 June 30 September 30 December 31 2017: Revenues $ 869.6 $ 912.7 $ 859.1 $ 909.7 Cost of sales 69.0 83.6 157.0 (1) 144.6 (1) Operating expenses 588.6 (2) 602.4 (3) 622.0 (2) 656.5 Operating income 212.0 226.7 (4) 80.1 108.6 Net income $ 170.1 $ 165.2 $ 78.0 $ 30.0 (3) Earnings per common share Basic $ 0.76 $ 0.74 $ 0.35 $ 0.13 Diluted $ 0.75 $ 0.73 $ 0.35 $ 0.13 March 31 June 30 September 30 December 31 2016: Revenues $ 701.0 $ 753.2 $ 799.1 $ 830.8 Cost of sales 59.0 60.6 71.1 67.6 Operating expenses 476.2 497.8 548.7 635.7 (4) Operating income 165.8 194.8 179.3 127.5 Net income $ 92.2 $ 120.1 $ 94.3 $ 92.8 Earnings per common share Basic $ 0.41 $ 0.54 $ 0.42 $ 0.41 Diluted $ 0.41 $ 0.53 $ 0.42 $ 0.41 (1) Included within cost of sales for the third and fourth quarters 2017 are $83.0 and $69.1 , respectively, of restructuring related expenses associated with the planned closure of the ARIMF facility. (2) Included within operating expenses for the first and third quarters 2017 are $23.8 and $79.4 , respectively of restructuring and related expenses. (3) In 2017, we recognized tax expense of $45.8 as a result of the Tax Cuts and Jobs Act. Certain impacts of the Tax Act have been recorded on a provisional basis. See Note 11, “Income Taxes” for additional information. (4) Included within operating expenses for the second quarter 2017 and the fourth quarter of 2016 is an impairment charge of $31.0 and $85.0 , respectively, associated with an early stage clinical indefinite-lived intangible asset. |
Business Overview and Summary47
Business Overview and Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Inventory, Net | $ 460.4 | $ 374.7 | |
Impairment of intangible assets | $ 31 | 85 | $ 0 |
Purchase per share of fair market value of common stock (percent) (lower of) | 85.00% | ||
ESPP, discount (percent) | 15.00% | ||
Adoption of new guidance, value | $ (18.8) | $ 237.8 | |
Minimum [Member] | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Accounts Receivable, Standard Credit Term | 30 days | ||
Accounts Receivable, Consolidated Average Term of Sales Outstanding | 60 days | ||
Inventory estimated life (in months) | 36 months | ||
Minimum [Member] | Building and improvements | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 15 years | ||
Minimum [Member] | Machinery and laboratory equipment | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 5 years | ||
Minimum [Member] | Computer hardware and software | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 3 years | ||
Minimum [Member] | Furniture and office equipment | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 5 years | ||
Maximum [Member] | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Accounts Receivable, Standard Credit Term | 120 days | ||
Accounts Receivable, Consolidated Average Term of Sales Outstanding | 70 days | ||
Inventory estimated life (in months) | 48 months | ||
Maximum [Member] | Building and improvements | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 35 years | ||
Maximum [Member] | Machinery and laboratory equipment | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 15 years | ||
Maximum [Member] | Computer hardware and software | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 7 years | ||
Maximum [Member] | Furniture and office equipment | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 10 years | ||
Customer Concentration Risk [Member] | Four Largest Customers [Member] [Member] | Accounts Receivable [Member] | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 57.70% | ||
Customer Concentration Risk [Member] | Three Largest Customers [Member] | Accounts Receivable [Member] | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 47.00% | ||
Customer Concentration Risk [Member] | Three Largest Customers [Member] | Accounts Receivable [Member] | Minimum [Member] | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 10.20% | 13.70% | |
Customer Concentration Risk [Member] | Three Largest Customers [Member] | Accounts Receivable [Member] | Maximum [Member] | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 18.90% | 19.10% | |
Customer Concentration Risk [Member] | Three Largest Customers [Member] | Sales Revenue, Product Line [Member] | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 37.00% | 36.70% | 38.20% |
Customer Concentration Risk [Member] | Three Largest Customers [Member] | Sales Revenue, Product Line [Member] | Minimum [Member] | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 10.80% | 10.00% | 10.00% |
Customer Concentration Risk [Member] | Three Largest Customers [Member] | Sales Revenue, Product Line [Member] | Maximum [Member] | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 15.00% | 16.00% | 17.50% |
Moderna LLC | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Payments to Acquire Investments | $ 37.5 | ||
Retained Earnings [Member] | |||
Business Overview And Summary Of Significant Accounting Policies [Line Items] | |||
Adoption of new guidance, value | $ (18.8) | $ 237.8 |
Business Overview and Summary48
Business Overview and Summary of Significant Accounting Policies (Inventories) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Business Overview and Summary of Significant Accounting Policies [Abstract] | ||
Inventory, Raw Materials | $ 4.7 | $ 17.4 |
Inventory, Work in Process | 148.6 | 142.6 |
Inventory, Finished Goods | 307.1 | 214.7 |
Inventory, Net | $ 460.4 | $ 374.7 |
Business Overview and Summary49
Business Overview and Summary of Significant Accounting Policies (Earnings Per Common Share) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Overview and Summary of Significant Accounting Policies [Abstract] | |||||||||||
Net income used for basic calculation | $ 30 | $ 78 | $ 165.2 | $ 170.1 | $ 92.8 | $ 94.3 | $ 120.1 | $ 92.2 | $ 443.3 | $ 399.4 | $ 144.4 |
Shares used in computing earnings per common share—basic | 223.9 | 224.3 | 213.4 | ||||||||
Weighted-average effect of dilutive securities: | |||||||||||
Stock awards | 1.5 | 2 | 2.5 | ||||||||
Shares used in computing earnings per common share—diluted | 225.4 | 226.3 | 215.9 | ||||||||
Earnings per common share | |||||||||||
Basic (in dollars per share) | $ 0.13 | $ 0.35 | $ 0.74 | $ 0.76 | $ 0.41 | $ 0.42 | $ 0.54 | $ 0.41 | $ 1.98 | $ 1.78 | $ 0.68 |
Diluted (in dollars per share) | $ 0.13 | $ 0.35 | $ 0.73 | $ 0.75 | $ 0.41 | $ 0.42 | $ 0.53 | $ 0.41 | $ 1.97 | $ 1.76 | $ 0.67 |
Antidilutive securities excluded from computation of EPS | 4 | 4.2 | 2.4 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) shares in Millions, $ in Millions | Jun. 22, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Combination, Provisional Information [Abstract] | ||||||||||||
Restructuring expenses | $ 0 | $ 23.8 | $ 286.5 | $ 3 | $ 42.1 | |||||||
Contingent consideration arrangements, range of outcomes, value, high | 741 | 741 | ||||||||||
Contingent consideration arrangements, range of outcomes, value, low | 0 | 0 | ||||||||||
Contingent consideration | 168.9 | $ 129.1 | 168.9 | 129.1 | ||||||||
Change in fair value of contingent consideration | 41 | 35.7 | 64.2 | |||||||||
Deferred tax liabilities | 272.4 | 377.8 | 272.4 | 377.8 | ||||||||
Deferred tax liabilities, intangible assets | 285.6 | 502.4 | 285.6 | 502.4 | ||||||||
Deferred tax assets, tax credit carryforwards | 442.5 | 536.5 | 442.5 | 536.5 | ||||||||
Acquisition-related costs | 0 | 0 | 27 | |||||||||
Payments of contingent consideration | (7) | (60) | (50) | |||||||||
Net operating losses | 4.9 | 57.8 | 4.9 | 57.8 | ||||||||
Net income | 30 | $ 78 | $ 165.2 | $ 170.1 | 92.8 | $ 94.3 | $ 120.1 | $ 92.2 | 443.3 | 399.4 | $ 144.4 | |
Deferred Tax Liabilities, Gross | 968.7 | 1,187.1 | 968.7 | 1,187.1 | ||||||||
Deferred Tax Assets, Net | 696.3 | $ 809.3 | 696.3 | 809.3 | ||||||||
Synageva BioPharma Corp. [Member] | ||||||||||||
Business Combination, Provisional Information [Abstract] | ||||||||||||
Restructuring expenses | 13.3 | |||||||||||
Business acquisition, cash paid | $ 4,565.5 | |||||||||||
In-process research and development (IPR&D) | $ 4,236 | |||||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 96.4 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 26.1 | |||||||||||
Inventory | $ 23.9 | |||||||||||
Weighted Average Cost of Capital | 10.00% | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 160 | |||||||||||
Deferred Tax Liabilities, Gross | 602.9 | |||||||||||
Deferred Tax Assets, Net | $ 442.9 | |||||||||||
Acquisition Related Contingent Consideration [Member] | ||||||||||||
Business Combination, Provisional Information [Abstract] | ||||||||||||
Contingent consideration | $ 168.9 | 168.9 | ||||||||||
Fair Value, Inputs, Level 3 [Member] | Acquisition Related Contingent Consideration [Member] | ||||||||||||
Business Combination, Provisional Information [Abstract] | ||||||||||||
Payments of contingent consideration | $ (25) | |||||||||||
Fair Value, Inputs, Level 3 [Member] | Acquisition Related Contingent Consideration [Member] | Minimum [Member] | ||||||||||||
Business Combination, Provisional Information [Abstract] | ||||||||||||
Fair Value Inputs, Cost of Debt | 4.20% | |||||||||||
Fair Value Inputs, Weighted Average Cost of Capital | 9.00% | |||||||||||
Fair Value, Inputs, Level 3 [Member] | Acquisition Related Contingent Consideration [Member] | Maximum [Member] | ||||||||||||
Business Combination, Provisional Information [Abstract] | ||||||||||||
Fair Value Inputs, Cost of Debt | 4.70% | |||||||||||
Fair Value Inputs, Weighted Average Cost of Capital | 21.00% | |||||||||||
Stock Based Compensation Expense [Member] | ||||||||||||
Business Combination, Provisional Information [Abstract] | ||||||||||||
Net income | 33.1 | |||||||||||
Stock Based Compensation Expense [Member] | Synageva BioPharma Corp. [Member] | ||||||||||||
Business Combination, Provisional Information [Abstract] | ||||||||||||
Net income | 127.3 | |||||||||||
Acquisition Related and Restructuring Costs [Member] | ||||||||||||
Business Combination, Provisional Information [Abstract] | ||||||||||||
Net income | 52.5 | |||||||||||
Acquisition Related and Restructuring Costs [Member] | Synageva BioPharma Corp. [Member] | ||||||||||||
Business Combination, Provisional Information [Abstract] | ||||||||||||
Net income | $ 62.1 |
Acquisitions (Reconciliation of
Acquisitions (Reconciliation of Upfront Payments To Total Purchase Price) (Details) - Synageva BioPharma Corp. [Member] $ in Millions | Jun. 22, 2015USD ($) |
Business Acquisition [Line Items] | |
Stock consideration | $ 4,917.8 |
Cash consideration | 4,565.5 |
Total purchase price | $ 9,483.3 |
Acquisitions (Purchase Price Al
Acquisitions (Purchase Price Allocation To Assets Acquired And Liabilities Assumed) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 22, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 5,037.4 | $ 5,037.4 | $ 5,047.9 | |
Synageva BioPharma Corp. [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 626.2 | |||
Inventory | 23.9 | |||
In-process research and development (IPR&D) | 4,236 | |||
Deferred tax liabilities, net | (160) | |||
Other assets and liabilities | (26.2) | |||
Net assets acquired | 4,699.9 | |||
Goodwill | 4,783.4 | |||
Total purchase price | $ 9,483.3 |
Acquisitions (Pro Forma Financi
Acquisitions (Pro Forma Financial Information Of Combined Results Of Operations) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Pro forma revenues | $ | $ 2,606.3 |
Pro forma net income | $ | $ 21.1 |
Earnings per common share, Basic | $ / shares | $ 0.09 |
Earnings per common share, Diluted | $ / shares | $ 0.09 |
Acquisitions (Acquisition Relat
Acquisitions (Acquisition Related Costs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Transaction costs | $ 0 | $ 0 | $ 27 |
Integration costs | 0 | 2.3 | 12.2 |
Business Combination, Acquisition Related Costs, Including Changes In Fair Value of Contingent Consideration | $ 0 | $ 2.3 | $ 39.2 |
Property, Plant and Equipment55
Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Land | $ 9.6 | $ 10.3 | |
Buildings and improvements | 427.9 | 449.9 | |
Machinery and laboratory equipment | 159.2 | 126.1 | |
Computer hardware and software | 141.5 | 123.1 | |
Furniture and office equipment | 23.8 | 24.5 | |
Construction-in-progress | 723.7 | 495.1 | |
Property, Plant and Equipment, Gross | 1,485.7 | 1,229 | |
Less: Accumulated depreciation and amortization | (160.3) | (193.4) | |
Property, Plant and Equipment, Net | 1,325.4 | 1,035.6 | |
Depreciation and amortization of property, plant and equipment | 496.7 | 396.4 | $ 166.6 |
Computer software costs | 58.2 | 36.8 | |
Computer software, depreciation and amortization expense | 16 | 12.4 | 10 |
Proceeds from (repayment of) development-related grants | (26) | 0 | 26 |
Property, Plant, and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization of property, plant and equipment | 95.8 | 64 | $ 43.6 |
MASSACHUSETTS | Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 64.1 | ||
Lonza Group AG [Member] | Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 180.6 | $ 118.4 |
Intangible Assets and Goodwil56
Intangible Assets and Goodwill (Schedule of Intangible Assets and Goodwill) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets [Line Items] | |||
Intangible Assets, Cost | $ 4,752.4 | $ 4,780.9 | |
Intangible Assets, Accumulated Amortization | 798 | 477.8 | |
Intangible assets, net | 3,954.4 | 4,303.1 | |
Goodwill, Cost | 5,040.3 | 5,040.3 | |
Goodwill, Accumulated Amortization | 2.9 | 2.9 | |
Goodwill | 5,037.4 | 5,037.4 | $ 5,047.9 |
Impairment of intangible assets | 31 | 85 | $ 0 |
Licensing Agreements [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets, Cost | 31 | 28.5 | |
Finite-lived Intangible Assets, Accumulated Amortization | (28.5) | (28.5) | |
Finite-lived Intangible Assets, Net | 2.5 | 0 | |
Patents [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets, Cost | 10.5 | 10.5 | |
Finite-lived Intangible Assets, Accumulated Amortization | (10.5) | (10.5) | |
Finite-lived Intangible Assets, Net | $ 0 | 0 | |
Intangible Assets, Estimated Life (months) | 7 years | ||
Purchased Technology [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets, Cost | $ 4,710.5 | 4,710.5 | |
Finite-lived Intangible Assets, Accumulated Amortization | (758.9) | (438.8) | |
Finite-lived Intangible Assets, Net | 3,951.6 | 4,271.7 | |
Other Intangibles [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets, Cost | 0.4 | 0.4 | |
Finite-lived Intangible Assets, Accumulated Amortization | (0.1) | 0 | |
Finite-lived Intangible Assets, Net | $ 0.3 | 0.4 | |
Intangible Assets, Estimated Life (months) | 5 years | ||
Minimum [Member] | Licensing Agreements [Member] | |||
Intangible Assets [Line Items] | |||
Intangible Assets, Estimated Life (months) | 5 years | ||
Minimum [Member] | Purchased Technology [Member] | |||
Intangible Assets [Line Items] | |||
Intangible Assets, Estimated Life (months) | 6 years | ||
Maximum [Member] | Licensing Agreements [Member] | |||
Intangible Assets [Line Items] | |||
Intangible Assets, Estimated Life (months) | 8 years | ||
Maximum [Member] | Purchased Technology [Member] | |||
Intangible Assets [Line Items] | |||
Intangible Assets, Estimated Life (months) | 16 years | ||
Acquired IPRD [Member] | |||
Intangible Assets [Line Items] | |||
Indefinite-lived Intangible Assets, Cost | $ 0 | 31 | |
Indefinite-Lived Intangible Assets, Accumulated Amortization | $ 0 | $ 0 |
Intangible Assets and Goodwil57
Intangible Assets and Goodwill Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangibles Disclosure [Line Items] | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | $ 321 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 321 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 321 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 321 | ||
Impairment of intangible assets | 31 | $ 85 | $ 0 |
Amortization of Intangible Assets | 320.2 | 322.2 | $ 116.6 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 321 | ||
Acquired IPRD [Member] | |||
Goodwill and Intangibles Disclosure [Line Items] | |||
Indefinite-lived intangible assets | $ 0 | 31 | |
Fair Value, Inputs, Level 3 [Member] | In Process Research and Development [Member] | |||
Goodwill and Intangibles Disclosure [Line Items] | |||
Discount rate | 12.00% | ||
Purchased Technology [Member] | |||
Goodwill and Intangibles Disclosure [Line Items] | |||
Finite-Lived Intangible Assets, Net | $ 3,951.6 | $ 4,271.7 |
Intangible Assets and Goodwil58
Intangible Assets and Goodwill (Schedule of Changes in the Carrying Amount of Goodwill) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 5,047.9 |
Change in goodwill associated with prior acquisition | (10.5) |
Goodwill, ending balance | $ 5,037.4 |
Marketable Securities (Summary
Marketable Securities (Summary of Avaiable-for-sale Securities Held) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale debt securities, amortized cost | $ 913.3 | $ 434.2 |
Available-for-sale debt securities, gross unrealized holding gains | 0.7 | 0 |
Available-for-sale debt securities, gross unrealized holding losses | (0.4) | (1.5) |
Available-for-sale debt securities, fair value | 913.6 | 432.7 |
Available-for-sale equity securities, amortized cost | 0 | 0 |
Available-for-sale equity securities, gross unrealized holding gains | 0.3 | 1.1 |
Available-for-sale equity securities, gross unrealized holding losses | 0 | 0 |
Available-for-sale Securities, Equity Securities | 0.3 | 1.1 |
Available-for-sale securities, amortized cost | 913.3 | 434.2 |
Available-for-sale securities, gross unrealized holding gains | 1 | 1.1 |
Available-for-sale securities, gross unrealized holding losses | (0.4) | (1.5) |
Available-for-sale securities, fair value | 913.9 | 433.8 |
Repurchase Agreements [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale debt securities, amortized cost | 27 | |
Available-for-sale debt securities, gross unrealized holding gains | 0 | |
Available-for-sale debt securities, gross unrealized holding losses | 0 | |
Available-for-sale debt securities, fair value | 27 | |
Commercial Paper [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale debt securities, amortized cost | 16 | 114.2 |
Available-for-sale debt securities, gross unrealized holding gains | 0 | 0 |
Available-for-sale debt securities, gross unrealized holding losses | 0 | 0 |
Available-for-sale debt securities, fair value | 16 | 114.2 |
Corporate Bond Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale debt securities, amortized cost | 432.2 | 124 |
Available-for-sale debt securities, gross unrealized holding gains | 0.5 | 0 |
Available-for-sale debt securities, gross unrealized holding losses | (0.2) | (0.7) |
Available-for-sale debt securities, fair value | 432.5 | 123.3 |
Municipal Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale debt securities, amortized cost | 91 | |
Available-for-sale debt securities, gross unrealized holding gains | 0 | |
Available-for-sale debt securities, gross unrealized holding losses | (0.2) | |
Available-for-sale debt securities, fair value | 90.8 | |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale debt securities, amortized cost | 0 | 27.5 |
Available-for-sale debt securities, gross unrealized holding gains | 0 | 0 |
Available-for-sale debt securities, gross unrealized holding losses | 0 | (0.1) |
Available-for-sale debt securities, fair value | 0 | 27.4 |
Foreign Government Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale debt securities, amortized cost | 426.3 | 72.5 |
Available-for-sale debt securities, gross unrealized holding gains | 0.2 | 0 |
Available-for-sale debt securities, gross unrealized holding losses | (0.2) | (0.5) |
Available-for-sale debt securities, fair value | 426.3 | 72 |
Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale debt securities, amortized cost | 11.8 | 5 |
Available-for-sale debt securities, gross unrealized holding gains | 0 | 0 |
Available-for-sale debt securities, gross unrealized holding losses | 0 | 0 |
Available-for-sale debt securities, fair value | $ 11.8 | $ 5 |
Marketable Securities (Availabl
Marketable Securities (Available-for-sale Securities by Classification in Balance Sheet) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Debt Securities | $ 913.6 | $ 432.7 |
Available-for-sale Equity Securities, Amortized Cost Basis | 0 | 0 |
Available-for-sale Equity Securities, Accumulated Gross Unrealized Gain, before Tax | 0.3 | 1.1 |
Available-for-sale Equity Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | 0 |
Available-for-sale Securities, Equity Securities | 0.3 | 1.1 |
Available-for-sale securities, fair value | 913.9 | 433.8 |
Cash and Cash Equivalents [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Debt Securities | 42.7 | 120.1 |
Marketable Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Debt Securities | $ 871.2 | $ 313.7 |
Marketable Securities (Availa61
Marketable Securities (Available-for-sale Debt Securities by Contractual Maturity) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Investments, Debt and Equity Securities [Abstract] | ||
Available-for-sale Securities, Debt Maturities, Next Twelve Months, Fair Value | $ 518.1 | |
Available-for-sale Securities, Debt Maturities, Year Two Through Three, Fair Value | 395.5 | |
Available-for-sale Securities, Debt Maturities, Year Four Through Five, Fair Value | 0 | |
Available-for-sale Securities, Debt Securities | $ 913.6 | $ 432.7 |
Marketable Securities (Narrativ
Marketable Securities (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value | $ 12 | $ 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | 436.2 | 264.8 |
Trading Securities | $ 18.5 | $ 13.7 |
Derivative Instruments and He63
Derivative Instruments and Hedging Activities (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | |||
Estimated amount to be reclassified from other comprehenisve income in next year | $ (21.9) | ||
Gain in other income and expense | (14.7) | $ (5.2) | $ 5.2 |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 18.7 | 47.3 | |
Gain reclassified from AOCI to other income and expense (ineffective portion), net of tax | $ 0 | 0 | |
Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Foreign exchange forward contracts durations (months) | 60 months | ||
Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Foreign exchange forward contracts durations (months) | 6 months | ||
Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Estimated amount to be reclassified from other comprehenisve income in next year | $ 9.3 | ||
Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | 1,410.6 | ||
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | 1,270.2 | ||
Foreign Exchange Forward, Open Expense [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | 27.3 | ||
Interest Rate Swap One [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 656.3 | ||
Derivative fixed interest rate | 0.98% | ||
Interest Rate Swap Two [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 300 | ||
Derivative fixed interest rate | 1.29% | ||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 300 | ||
Derivative fixed interest rate | 2.08% | ||
Interest Rate Swap Four [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 200 | ||
Derivative fixed interest rate | 1.62% | ||
Interest Rate Swap Five [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 200 | ||
Derivative fixed interest rate | 1.40% | ||
Interest Rate Swap Six [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 200 | ||
Derivative fixed interest rate | 1.53% | ||
Interest Rate Swap Seven [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 100 | ||
Derivative fixed interest rate | 1.50% | ||
Interest Rate Swap Eight [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 100 | ||
Derivative fixed interest rate | 1.52% | ||
Interest Rate Swap Nine [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 200 | ||
Derivative fixed interest rate | 1.57% | ||
Interest Rate Swap Ten [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 75 | ||
Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative fixed interest rate | 1.58% | ||
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Notional amount of foreign exchange contracts | $ 2,331.3 | ||
Interest Expense [Member] | Cash Flow Hedging [Member] | Interest Rate Contract [Member] | |||
Derivative [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ (1.1) | $ (0.1) | |
Minimum [Member] | Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative fixed interest rate | 0.98% | ||
Maximum [Member] | Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative fixed interest rate | 2.08% |
Derivative Instruments and He64
Derivative Instruments and Hedging Activities (Schedule Of Other Comprehensive Income And Earnings From Foreign Exchange Contracts) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gain (loss) recognized in AOCI, net of tax | $ (96.1) | $ 40.2 |
Gain (loss) reclassified from AOCI to net product sales (Effective portion), net of tax | 18.7 | 47.3 |
Gain (loss) reclassified from AOCI to other income and expense (Ineffective portion), net of tax | 0 | 0 |
Interest Rate Contract [Member] | Cash Flow Hedging [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gain (loss) recognized in AOCI, net of tax | 7.9 | 6.2 |
Interest Expense [Member] | Interest Rate Contract [Member] | Cash Flow Hedging [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gain (loss) reclassified from AOCI to net product sales (Effective portion), net of tax | $ (1.1) | $ (0.1) |
Derivative Instruments and He65
Derivative Instruments and Hedging Activities (Schedule Of Fair Value Of Outstanding Derivatives) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | $ 48.8 | $ 166.4 |
Liability Derivatives, Fair Value | 74.5 | 16.2 |
Foreign Exchange Forward [Member] | Other Current Liabilities [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 34.8 | 2.4 |
Foreign Exchange Forward [Member] | Other Current Liabilities [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 13.7 | 9.6 |
Foreign Exchange Forward [Member] | Other Non Current Assets [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 4.1 | 58.8 |
Foreign Exchange Forward [Member] | Other Non Current Liabilities [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 26 | 3.7 |
Foreign Exchange Forward [Member] | Prepaid Expenses and Other Current Assets [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 12.9 | 80.1 |
Foreign Exchange Forward [Member] | Prepaid Expenses and Other Current Assets [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 10 | 17 |
Interest Rate Contract [Member] | Other Current Liabilities [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 0 | 0.5 |
Interest Rate Contract [Member] | Other Non Current Assets [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | 12.5 | 10.1 |
Interest Rate Contract [Member] | Other Non Current Liabilities [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives, Fair Value | 0 | 0 |
Interest Rate Contract [Member] | Prepaid Expenses and Other Current Assets [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | $ 9.3 | $ 0.4 |
Derivative Instruments and He66
Derivative Instruments and Hedging Activities (Schedule of Offsetting Assets and Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Offsetting Assets and Liabilities [Line Items] | ||
Asset Derivatives, Fair Value | $ 48.8 | $ 166.4 |
Derivative Asset, Fair Value, Gross Liability | 0 | 0 |
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | 48.8 | 166.4 |
Derivative, Collateral, Obligation to Return Securities | (26.3) | (16.2) |
Derivative, Collateral, Obligation to Return Cash | 0 | 0 |
Derivative Asset, Fair Value, Amount Offset Against Collateral | 22.5 | 150.2 |
Derivative Liability, Fair Value, Gross Liability | (74.5) | (16.2) |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 |
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 74.5 | 16.2 |
Derivative, Collateral, Right to Reclaim Securities | 26.3 | 16.2 |
Derivative, Collateral, Right to Reclaim Cash | 0 | 0 |
Derivative Liability, Fair Value, Amount Offset Against Collateral | $ 48.2 | $ 0 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Abstract] | |||
Royalties | $ 22.5 | $ 20.2 | |
Payroll and employee benefits | 149.9 | 121.3 | |
Taxes payable | 30.7 | 38.9 | |
Rebates payable | 99.1 | 69.5 | |
Clinical | 79.1 | 63.5 | |
Manufacturing | 41.1 | 52.4 | |
Restructuring Reserve, Current | 58.2 | 0.6 | |
Accrued restructuring costs | 58.2 | 0.6 | $ 7.3 |
Other | 158.8 | 141.6 | |
Accrued expenses | $ 639.4 | $ 508 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jun. 22, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Amortization of Financing Costs | $ 9,200 | $ 10,300 | ||
Proceeds from term loan | 0 | 0 | $ 3,500,000 | |
Repayments of Long-term Debt | 175,000 | 375,000 | $ 101,200 | |
Current portion of long-term debt | $ 167,400 | 167,000 | ||
Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Payments of Financing Costs | $ 45,500 | |||
Senior Secured Term Loan [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, principal amount | $ 3,500,000 | |||
Debt Instrument, Quarterly Payment, Percentage of Total Borrowings | 1.25% | |||
Debt Instrument, Interest Rate at Period End | 3.07% | |||
Long-term debt | $ 2,906,300 | |||
Line of Credit [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | |||
Line of credit | 0 | |||
Letters of credit, amount outstanding | 2,200 | |||
Letter of Credit [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Sublimit for letter of credit for working capital requirements and other general corporate purposes | 100,000 | |||
Bridge Loan [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Sublimit for letter of credit for working capital requirements and other general corporate purposes | $ 25,000 | |||
Eurodollar [Member] | Minimum [Member] | Line of Credit [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on varaible rate | 1.25% | |||
Eurodollar [Member] | Maximum [Member] | Line of Credit [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on varaible rate | 2.00% | |||
Base Rate [Member] | Minimum [Member] | Line of Credit [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on varaible rate | 0.25% | |||
Base Rate [Member] | Maximum [Member] | Line of Credit [Member] | Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on varaible rate | 1.00% | |||
Current Liabilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 175,000 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Millions | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 0 |
2,019 | 150 |
2,020 | $ 2,756.3 |
Facility Lease Obligations (Det
Facility Lease Obligations (Details) ft² in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2017ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | ||||
Facility lease obligation | $ 342.9 | $ 233.4 | ||
Property, Plant and Equipment, Gross | 1,485.7 | 1,229 | ||
Lonza Group AG [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Unrecorded Unconditional Purchase Obligation, Purchases | 76.4 | |||
Lonza Group AG [Member] | Construction in Progress [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Property, Plant and Equipment, Gross | 180.6 | 118.4 | ||
Lonza Group AG [Member] | Facility Lease Obligation [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Facility lease obligation | 159.1 | 106.8 | ||
CONNECTICUT | Construction in Progress [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Facility lease obligation, interest expense | 14.2 | 14 | $ 4.9 | |
CONNECTICUT | Facility Lease Obligation [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Facility lease obligation | 134.6 | $ 136.5 | ||
MASSACHUSETTS | ||||
Operating Leased Assets [Line Items] | ||||
Facility lease obligation | 59.6 | |||
Area of office space (square feet) | ft² | 150 | |||
MASSACHUSETTS | Construction in Progress [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Operating leases, renewal term | 10 years | |||
Property, Plant and Equipment, Gross | 64.1 | |||
Facility Lease Obligation [Member] | Lonza Group AG [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Unrecorded Unconditional Purchase Obligation, Purchases | 9.9 | |||
Inventories [Member] | Lonza Group AG [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Unrecorded Unconditional Purchase Obligation, Purchases | $ 66.5 | |||
Facility Lease Obligation | CONNECTICUT | Construction in Progress [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% |
Facility Lease Obligations - Ag
Facility Lease Obligations - Aggregate Future Minimum Non-cancellable Commitments Under Facility Lease Obligation (Details) $ in Millions | Dec. 31, 2017USD ($) |
CONNECTICUT | Construction in Progress [Member] | |
Operating Leased Assets [Line Items] | |
2,018 | $ 15.2 |
2,019 | 15.5 |
2,020 | 15.6 |
2,021 | 15.9 |
2,022 | 16.3 |
Thereafter | 130.1 |
MASSACHUSETTS | |
Operating Leased Assets [Line Items] | |
2,018 | 0 |
2,019 | 4.3 |
2,020 | 6.6 |
2,021 | 6.7 |
2,022 | 6.8 |
Thereafter | $ 63.6 |
Commitments and Contingencies72
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2017 | Mar. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | [1] | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Commitments and Contingencies [Line Items] | ||||||||||||||||||
Other Commitment, potential payment | $ 27.3 | $ 27.3 | ||||||||||||||||
Total operating expenses | 656.5 | $ 622 | $ 602.4 | [2] | $ 588.6 | $ 635.7 | [3] | $ 548.7 | $ 497.8 | $ 476.2 | 2,469.5 | $ 2,158.4 | $ 1,834.2 | |||||
Property, Plant and Equipment, Gross | 1,485.7 | 1,229 | 1,485.7 | 1,229 | ||||||||||||||
Facility lease obligation | 342.9 | $ 233.4 | 342.9 | 233.4 | ||||||||||||||
License Agreement 1 [Member] | ||||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||||
Research and development expense, upfront payment | $ 47 | |||||||||||||||||
License Agreement 2 [Member] | ||||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||||
Research and development expense, upfront payment | $ 15 | |||||||||||||||||
License Agreement Three [Member] | ||||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||||
Research and development expense, upfront payment | $ 50 | |||||||||||||||||
Research and development arrangement, potential payment, maximum | 822 | 822 | ||||||||||||||||
Lonza Agreement [Member] | ||||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||||
Remaining total commitments with Lonza | 1,098.9 | 1,098.9 | ||||||||||||||||
MASSACHUSETTS | ||||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||||
Facility lease obligation | 59.6 | 59.6 | ||||||||||||||||
Construction in Progress [Member] | MASSACHUSETTS | ||||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||||
Operating leases, renewal term | 10 years | |||||||||||||||||
Property, Plant and Equipment, Gross | 64.1 | 64.1 | ||||||||||||||||
Property, Plant and Equipment, Other Types [Member] | ||||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||||
Lease expense | 27.2 | $ 29.3 | $ 27.8 | |||||||||||||||
Halozyme Therapeutics, Inc [Member] | License Agreement 1 [Member] | ||||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||||
Research and development expense, upfront payment | 40 | |||||||||||||||||
Research and development arrangement, potential payment, maximum | $ 160 | $ 160 | ||||||||||||||||
Restatement Adjustment [Member] | ||||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||||
Total operating expenses | $ 6 | |||||||||||||||||
[1] | Included within operating expenses for the first and third quarters 2017 are $23.8 and $79.4, respectively of restructuring and related expenses. | |||||||||||||||||
[2] | In 2017, we recognized tax expense of $45.8 as a result of the Tax Cuts and Jobs Act. Certain impacts of the Tax Act have been recorded on a provisional basis. See Note 11, “Income Taxes” for additional information. | |||||||||||||||||
[3] | Included within operating expenses for the second quarter 2017 and the fourth quarter of 2016 is an impairment charge of $31.0 and $85.0, respectively, associated with an early stage clinical indefinite-lived intangible asset. |
Commitments and Contingencies73
Commitments and Contingencies (Schedule of Aggregate Future Minimum Annual Rental Payments) (Details) $ in Millions | Dec. 31, 2017USD ($) |
Property, Plant and Equipment, Other Types [Member] | |
Operating Leased Assets [Line Items] | |
2,017 | $ 22.3 |
2,018 | 15.5 |
2,019 | 9.5 |
2,020 | 6.7 |
2,021 | 6.5 |
Thereafter | 17.9 |
CONNECTICUT | Construction in Progress [Member] | |
Operating Leased Assets [Line Items] | |
2,017 | 15.2 |
2,018 | 15.5 |
2,019 | 15.6 |
2,020 | 15.9 |
2,021 | 16.3 |
Thereafter | $ 130.1 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||
Income tax expense | $ 104.5 | $ 176.8 | $ 353.7 |
Repatriation of foreign earnings, amount | 119.3 | 315.6 | |
Change in unrecognized tax benefits | $ 27.1 | 21.5 | 82.7 |
Statute of limitations, minimum (years) | 3 years | ||
Statute of limitations, maximum (years) | 6 years | ||
Decreases for tax positions taken during a prior period | $ (85.8) | (1.1) | (0.1) |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | 15.8 | $ 0 | $ 1 |
Effective income tax rate reconciliation, Tax Cuts and Jobs Act of 2017, amount | $ 45.8 | ||
Effective income tax rate reconciliation, Tax Cuts and Jobs Act of 2017, percent | 0.084 | ||
Tax Cuts and Jobs Act of 2017, transition tax, Income expense | $ 177.9 | ||
Tax Cuts and Jobs Act of 2017, transition tax, estimated tax credits | $ 28 | ||
Tax Cuts and Jobs Act of 2017, Transition tax, Income expense, percent | 32.50% | ||
Tax Cuts and Jobs Act of 2017, transition tax, foreign income subject to domestic taxation | $ 195.6 | ||
Tax Cuts and Jobs Act of 2017, transition tax, foreign tax credit | 17.7 | ||
Tax Cuts and Jobs Act of 2017, deferred tax asset, income tax expense, amount | $ 292.4 | ||
Re-measurement of deferred taxes as a result of the Tax Act | (53.40%) | 0.00% | 0.00% |
Tax Cuts and Jobs Act of 2017, income tax expense, amount, foreign income subject to domestic taxation | $ 121.3 | ||
Tax Cuts and Jobs Act of 2017, income tax expense, amount, foreign income subject to domestic taxation, percent | 22.10% | ||
Tax Cuts and Jobs Act of 2017, income tax benefit, foreign tax credits | $ 171.1 | ||
Tax Cuts and Jobs Act of 2017, income tax benefit, foreign tax credits, percent | 31.20% | ||
Tax Cuts and Jobs Act of 2017, deferred tax liability, income tax benefit | $ (5.1) | ||
Tax Cuts and Jobs Act of 2017, deferred tax liability, income tax benefit, percent | (0.90%) | ||
Tax Cut and Jobs Act of 2017, global intangible low-taxed income minimum tax, income tax expense | $ 165.4 | ||
Tax Cut and Jobs Act of 2017, global intangible low-taxed income minimum tax, income tax expense, percent | 30.20% | ||
Tax Cut and Jobs Act of 2017, global intangible low-taxed income minimum tax, income tax expense, deferred tax expense | $ 236.9 | ||
Tax Cuts and Jobs Act of 2017, estimated deferred tax liabilities, foreign | 533.4 | ||
Tax Cut and Jobs Act of 2017, global intangible low-taxed income minimum tax, income tax benefit, unrecognized tax benefit | $ 71.5 | ||
Decrease effective tax rate | 3.60% | ||
Increase in effective tax rate | 19.10% | 30.70% | 71.00% |
Increase In effective rate | 20.70% | 63.00% | |
Federal [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 2.1 | ||
Income tax credit carryforwards | 449.3 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | 4.9 | ||
Income tax credit carryforwards | 6.6 | ||
Tax Cuts and Jobs Act of 2017, deferred tax asset, income tax expense, amount | 2.9 | ||
Tax Cuts and Jobs Act of 2017, deferred tax liability, estimated increase in income tax payable | 2.2 | ||
Tax Cuts and Jobs Act of 2017, deferred tax asset, estimated increase in deferred taxes | $ 0.7 |
Income Taxes (Schedule of Incom
Income Taxes (Schedule of Income Tax Provision (Benefit) on Income Before Income Taxes) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (43.9) | $ (164.6) | $ (125.4) |
Non-U.S. | 591.7 | 740.8 | 623.5 |
Income before income taxes | $ 547.8 | $ 576.2 | $ 498.1 |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of Income Tax Provision (Benefit)) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Domestic | |||
Current | $ 42.9 | $ 3.4 | $ (87.6) |
Deferred | 7.2 | 107.6 | 388.9 |
Total Domestic | 50.1 | 111 | 301.3 |
Foreign | |||
Current | 107.5 | 69.1 | 49 |
Deferred | (53.1) | (3.3) | 3.4 |
Total Foreign | 54.4 | 65.8 | 52.4 |
Total | |||
Current | 150.4 | 72.5 | (38.6) |
Deferred | (45.9) | 104.3 | 392.3 |
Income Tax Expense (Benefit) | $ 104.5 | $ 176.8 | $ 353.7 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of the Statutory U.S. Federal Income Tax Rate to Effective Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory tax rate | 35.00% | 35.00% | 35.00% |
State and local income taxes | 1.50% | 4.10% | (0.80%) |
Foreign income tax rate differential | (28.70%) | (33.80%) | (32.50%) |
Tax credits, net of nondeductible expenses | (10.70%) | (6.00%) | (7.60%) |
Foreign income tax credits | (6.10%) | (8.40%) | (7.60%) |
Foreign income subject to U.S. taxation | 48.20% | 26.60% | 24.30% |
U.S. deferred taxes on foreign earnings | 34.20% | 16.50% | 60.10% |
Re-measurement of deferred taxes as a result of the Tax Act | (53.40%) | 0.00% | 0.00% |
Other permanent differences | (0.90%) | (3.30%) | 0.10% |
Effective income tax rate | 19.10% | 30.70% | 71.00% |
Income Taxes (Schedule of Com78
Income Taxes (Schedule of Components of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating losses | $ 4.9 | $ 57.8 |
Income tax credits | 442.5 | 536.5 |
Stock compensation | 66.6 | 89.3 |
Accruals and allowances | 97.7 | 91.1 |
Unrealized losses | 6.6 | 0 |
Research and development expenses | 7.2 | 15.3 |
Accrued royalties | 74.2 | 22.9 |
Gross deferred tax assets | 699.7 | 812.9 |
Valuation allowance | (3.4) | (3.6) |
Total deferred tax assets | 696.3 | 809.3 |
Deferred tax liabilities: | ||
Depreciable assets | (75.2) | (95.3) |
Unrealized gains | 0 | (43.3) |
Investment in foreign partnership | (607.9) | (546.1) |
Intangible assets | (285.6) | (502.4) |
Total deferred tax liabilities | (968.7) | (1,187.1) |
Net deferred tax (liability) asset | $ (272.4) | $ (377.8) |
Income Taxes (Reconciliation 79
Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning of period balance | $ 138.9 | $ 113.9 | $ 28.7 |
Increases for tax positions taken during a prior period | 5.6 | 3.4 | 1.9 |
Decreases for tax positions taken during a prior period | (85.8) | (1.1) | (0.1) |
Increases for tax positions taken during the current period | 19.3 | 22.8 | 85.3 |
Decreases for tax positions related to settlements | (15.8) | 0 | (1) |
Decreases for tax positions related to lapse of statute | (1.3) | (0.1) | (0.9) |
End of period balance | $ 60.9 | $ 138.9 | $ 113.9 |
Share-based Compensation (Narra
Share-based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum contractual term under all plans (in years) | 10 | ||
Total compensation cost not yet recognized on non-vested awards | $ 344.9 | ||
Period for rececognition for compensation cost not yet recognized of non-vested awards | 2 years 5 months 8 days | ||
Total intrinsic value of stock options exercised | $ 88.9 | $ 41.7 | $ 168.3 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 61.5 | $ 58.1 | $ 51 |
Weighted average fair value at the date of grant for options granted | $ 42.59 | $ 41.46 | $ 53.03 |
Restricted Stock, Grants in Period | 3,100,000 | ||
Restricted Stock, Grants in Period, Weighted Average Grant Date Fair Value | $ 125.39 | ||
Allocated Share-based Compensation Expense | $ 243.1 | $ 192.3 | $ 227.1 |
Purchase per share of fair market value of common stock (percent) (lower of) | 85.00% | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
General vesting period (in years) | 4 years | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
General vesting period (in years) | 4 years | ||
Restricted Stock, Grants in Period, Weighted Average Grant Date Fair Value | $ 125.39 | $ 133.35 | $ 184.09 |
Restricted Stock, Vested in Period, Weighted Average Grant Date Fair Value | $ 157 | $ 124.4 | $ 135.3 |
Performance-based Restricted Stock Unit [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
General vesting period (in years) | 3 years | ||
Employee Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum shares authorized | 1,000,000 | ||
Inventory [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | $ 15.4 | $ 12.1 | $ 7.9 |
2017 Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum shares authorized | 18,200,000 |
Share-based Compensation (Sched
Share-based Compensation (Schedule of Components of Allocated Share-Based Compensation Expense and Capitalization of Share Based Compensation Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 243.1 | $ 192.3 | $ 227.1 |
Income tax effect | (89.3) | (70.3) | (83.7) |
Total share-based compensation expense, net of tax | 153.8 | 122 | 143.4 |
Cost of Sales [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 11.1 | 11.1 | 6.7 |
Research and Development Expense [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 76.4 | 57.6 | 64.2 |
Selling, General and Administrative Expenses [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 155.6 | $ 123.6 | $ 156.2 |
Share-based Compensation (Sch82
Share-based Compensation (Schedule of Status of Stock Option Plans) (Details) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning of period, Number of shares | shares | 6.7 |
Outstanding at beginning of period, Weighted Average Exercise Price | $ / shares | $ 116.65 |
Granted, Number of shares | shares | 0.7 |
Granted, Weighted Average Exercise Price | $ / shares | $ 127.48 |
Exercised, Number of shares | shares | (1.2) |
Exercised, Weighted Average Exercise Price | $ / shares | $ 60.70 |
Forfeited and cancelled, Number of shares | shares | (0.9) |
Forfeited and cancelled, Weighted Average Exercise Price | $ / shares | $ 156.86 |
Outstanding at end of period, Number of shares | shares | 5.3 |
Outstanding at end of period, Weighted Average Exercise Price | $ / shares | $ 124.71 |
Outstanding at end of period, Weighted Average Remaining Contractual Term (in years) | 5 years 3 months 18 days |
Outstanding at end of period, Aggregate Intrinsic Value | $ | $ 95.2 |
Vested and unvested expected to vest at end of period, Number of shares | shares | 5.2 |
Vested and unvested expected to vest at end of period, Weighted Average Exercise Price | $ / shares | $ 124.44 |
Vested and unvested expected to vest at end of period, Weighted Average Remaining Contractual Term (in years) | 5 years 3 months 18 days |
Vested and unvested expected to vest at end of period, Aggregate Intrinsic Value | $ | $ 95.1 |
Exercisable at end of period, Number of shares | shares | 4 |
Exercisable at end of period, Weighted Average Exercise Price | $ / shares | $ 119.57 |
Exercisable at end of period, Weighted Average Remaining Contractual Term (in years) | 4 years 6 months |
Exercisable at end of period, Aggregate Intrinsic Value | $ | $ 94.2 |
Share-based Compensation (Sch83
Share-based Compensation (Schedule of Ranges of Weighted Average Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Interest rate, minimum | 1.64% | 0.87% | 0.84% |
Interest rate, maximum | 1.92% | 1.66% | 2.17% |
Volatility, minimum | 38.78% | 33.45% | 33.35% |
Volatility, maximum | 39.01% | 37.61% | 38.13% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life in years, minimum | 4 years 25 days | 3 years 9 months 26 days | 3 years 6 months 26 days |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life in years, minimum | 4 years 3 months 14 days | 6 years 3 months 15 days | 9 years |
Share-based Compensation (Sch84
Share-based Compensation (Schedule of Status of Non-Vested Restricted Stock) (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |
Nonvested restricted stock, beginning of period | shares | 2.5 |
Shares issued | shares | 3.1 |
Shares cancelled | shares | (1) |
Shares vesting | shares | (1) |
Nonvested restricted stock, end of period | shares | 3.6 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Weighted average grant date fair value | $ / shares | $ 149.48 |
Restricted Stock, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 125.39 |
Cancelled, Weighted average grant date fair value | $ / shares | 137.27 |
Vested, Weighted average grant date fair value | $ / shares | 153.90 |
Weighted average grant date fair value | $ / shares | $ 130.75 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Feb. 08, 2018 | Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 13, 2017 | |
Class of Stock [Line Items] | ||||||
Repurchase of common stock | $ 463.6 | $ 430.6 | $ 327.7 | |||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Repurchase Program, Authorized Amount | $ 1,000 | |||||
Repurchase of common stock, shares | 4 | 3.1 | ||||
Synageva BioPharma Corp. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Equity offering issuance costs | $ 4.1 | |||||
Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Repurchase of common stock, shares | 0.7 | |||||
Repurchase of common stock | $ 85 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 451.4 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock, shares | 26.1 | |||||
Repurchase of common stock, shares | 0 | |||||
Common Stock [Member] | Synageva BioPharma Corp. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock, shares | 26.1 | |||||
Additional Paid-In Capital [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock, net of issuance costs of $4.1 | $ 4,913.8 | |||||
Additional Paid-In Capital [Member] | Synageva BioPharma Corp. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock, net of issuance costs of $4.1 | $ 4,913.8 |
Other Comprehensive Income an86
Other Comprehensive Income and Accumulated Other Comprehensive Income (Schedule of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated comprehensive income (loss), Beginning balance | $ 60.5 | $ 62.3 | $ 56.8 |
Other Comprehensive Income before Reclassifications | (79.5) | 44.9 | 102.1 |
Amounts reclassified from other comprehensive income | (15.4) | (46.7) | (96.6) |
Other comprehensive (loss) income, net of tax | (94.9) | (1.8) | 5.5 |
Accumulated comprehensive income (loss), Ending balance | (34.4) | 60.5 | 62.3 |
Accumulated Defined Benefit Plans Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated comprehensive income (loss), Beginning balance | (6.7) | (9.6) | (16.6) |
Other Comprehensive Income before Reclassifications | 0.5 | 2.6 | (1.6) |
Amounts reclassified from other comprehensive income | 1.4 | 0.3 | 8.6 |
Other comprehensive (loss) income, net of tax | 1.9 | 2.9 | 7 |
Accumulated comprehensive income (loss), Ending balance | (4.8) | (6.7) | (9.6) |
Accumulated Net Unrealized Investment Gain (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated comprehensive income (loss), Beginning balance | (0.4) | (0.8) | (0.2) |
Other Comprehensive Income before Reclassifications | (0.2) | 0.2 | (0.5) |
Amounts reclassified from other comprehensive income | 0.8 | 0.2 | (0.1) |
Other comprehensive (loss) income, net of tax | 0.6 | 0.4 | (0.6) |
Accumulated comprehensive income (loss), Ending balance | 0.2 | (0.4) | (0.8) |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated comprehensive income (loss), Beginning balance | 91.9 | 92.7 | 87.3 |
Other Comprehensive Income before Reclassifications | (88.2) | 46.4 | 110.5 |
Amounts reclassified from other comprehensive income | (17.6) | (47.2) | (105.1) |
Other comprehensive (loss) income, net of tax | (105.8) | (0.8) | 5.4 |
Accumulated comprehensive income (loss), Ending balance | (13.9) | 91.9 | 92.7 |
Accumulated Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated comprehensive income (loss), Beginning balance | (24.3) | (20) | (13.7) |
Other Comprehensive Income before Reclassifications | 8.4 | (4.3) | (6.3) |
Amounts reclassified from other comprehensive income | 0 | 0 | 0 |
Other comprehensive (loss) income, net of tax | 8.4 | (4.3) | (6.3) |
Accumulated comprehensive income (loss), Ending balance | $ (15.9) | $ (24.3) | $ (20) |
Other Comprehensive Income an87
Other Comprehensive Income and Accumulated Other Comprehensive Income (Reclassifications out of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Net product sales | $ 3,549.5 | $ 3,081.7 | $ 2,602.5 | |||||||||
Other income (expense) | 0.3 | (5.2) | 0.7 | |||||||||
Interest expense | (98.4) | (96.9) | (47.8) | |||||||||
Income before income taxes | 547.8 | 576.2 | 498.1 | |||||||||
Income tax expense | (104.5) | (176.8) | (353.7) | |||||||||
Net income | $ 30 | $ 78 | $ 165.2 | $ 170.1 | $ 92.8 | $ 94.3 | $ 120.1 | $ 92.2 | 443.3 | 399.4 | 144.4 | |
Reclassification from accumulated other comprehensive income, net | 15.4 | 46.7 | 96.6 | |||||||||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Reclassification from accumulated other comprehensive income, net | 17.6 | 47.2 | 105.1 | |||||||||
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Attributable to Parent [Member] | ||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Defined Benefit Pension Items | [1] | (0.4) | (0.5) | (1.3) | ||||||||
Accumulated Defined Benefit Plans Adjustment, Net Curtailment Attributable to Parent [Member] | ||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Defined Benefit Pension Items | [1] | (1.8) | 0 | (10.1) | ||||||||
Accumulated Net Unrealized Investment Gain (Loss) [Member] | ||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Reclassification from accumulated other comprehensive income, net | (0.8) | (0.2) | 0.1 | |||||||||
Accumulated Defined Benefit Plans Adjustment [Member] | ||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Defined Benefit Pension Items | (2.2) | (0.5) | (11.4) | |||||||||
Income tax expense | (0.8) | (0.2) | (2.8) | |||||||||
Reclassification from accumulated other comprehensive income, net | (1.4) | (0.3) | (8.6) | |||||||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Income before income taxes | 27.1 | 72.8 | 120.1 | |||||||||
Income tax expense | (9.5) | (25.6) | (15) | |||||||||
Net income | 17.6 | 47.2 | 105.1 | |||||||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Foreign Exchange Contract [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Net product sales | 28.9 | 73 | 117.9 | |||||||||
Other income (expense) | 0 | 0 | 2.2 | |||||||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Interest Rate Contract [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||
Interest expense | $ (1.8) | $ (0.2) | $ 0 | |||||||||
[1] | This AOCI component is included in the computation of net periodic pension benefit cost (see Note 16 for additional details). |
Fair Value Measurement (Schedul
Fair Value Measurement (Schedule Of Assets And Liabilites Measured At Fair Value) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 168.9 | $ 129.1 | |
Payment for Contingent Consideration | 7 | 60 | $ 50 |
Acquisition Related Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 168.9 | ||
Acquisition Related Contingent Consideration [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Payment for Contingent Consideration | 25 | ||
Cash Equivalents [Member] | Corporate Bond Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 1.2 | 10 | |
Cash Equivalents [Member] | Corporate Bond Securities [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Cash Equivalents [Member] | Corporate Bond Securities [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 1.2 | 10 | |
Cash Equivalents [Member] | Corporate Bond Securities [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Cash Equivalents [Member] | Institutional Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 266 | ||
Cash Equivalents [Member] | Institutional Money Market Funds [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | ||
Cash Equivalents [Member] | Institutional Money Market Funds [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 266 | ||
Cash Equivalents [Member] | Institutional Money Market Funds [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | ||
Cash Equivalents [Member] | Commercial Paper [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 9.5 | 70.3 | |
Cash Equivalents [Member] | Commercial Paper [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Cash Equivalents [Member] | Commercial Paper [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 9.5 | 70.3 | |
Cash Equivalents [Member] | Commercial Paper [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Cash Equivalents [Member] | Municipal Bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 39.7 | ||
Cash Equivalents [Member] | Municipal Bonds [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | ||
Cash Equivalents [Member] | Municipal Bonds [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 39.7 | ||
Cash Equivalents [Member] | Municipal Bonds [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | ||
Cash Equivalents [Member] | Other Government Obligations [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 5 | ||
Cash Equivalents [Member] | Other Government Obligations [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | ||
Cash Equivalents [Member] | Other Government Obligations [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 5 | ||
Cash Equivalents [Member] | Other Government Obligations [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | ||
Repurchase Agreements [Member] | Corporate Bond Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 27 | ||
Repurchase Agreements [Member] | Corporate Bond Securities [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | ||
Repurchase Agreements [Member] | Corporate Bond Securities [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 27 | ||
Repurchase Agreements [Member] | Corporate Bond Securities [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | ||
Marketable Securities [Member] | Corporate Bond Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 431.3 | 113.3 | |
Marketable Securities [Member] | Corporate Bond Securities [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Corporate Bond Securities [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 431.3 | 113.3 | |
Marketable Securities [Member] | Corporate Bond Securities [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Commercial Paper [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 6.5 | 43.9 | |
Marketable Securities [Member] | Commercial Paper [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Commercial Paper [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 6.5 | 43.9 | |
Marketable Securities [Member] | Commercial Paper [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Municipal Bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 51.1 | ||
Marketable Securities [Member] | Municipal Bonds [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | ||
Marketable Securities [Member] | Municipal Bonds [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 51.1 | ||
Marketable Securities [Member] | Municipal Bonds [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | ||
Marketable Securities [Member] | Certificates of Deposit [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 11.8 | 5 | |
Marketable Securities [Member] | Certificates of Deposit [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Certificates of Deposit [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 11.8 | 5 | |
Marketable Securities [Member] | Certificates of Deposit [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Mutual Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 18.5 | 13.7 | |
Marketable Securities [Member] | Mutual Funds [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 18.5 | 13.7 | |
Marketable Securities [Member] | Mutual Funds [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Mutual Funds [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Other Government Obligations [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 421.3 | 99.4 | |
Marketable Securities [Member] | Other Government Obligations [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Other Government Obligations [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 421.3 | 99.4 | |
Marketable Securities [Member] | Other Government Obligations [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Equity Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0.3 | 1.1 | |
Marketable Securities [Member] | Equity Securities [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0.3 | 1.1 | |
Marketable Securities [Member] | Equity Securities [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Marketable Securities [Member] | Equity Securities [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 0 | 0 | |
Other Non Current Assets [Member] | Interest Rate Contract [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 12.5 | 10.1 | |
Other Non Current Assets [Member] | Interest Rate Contract [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | |
Other Non Current Assets [Member] | Interest Rate Contract [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 12.5 | 10.1 | |
Other Non Current Assets [Member] | Interest Rate Contract [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | |
Other Non Current Assets [Member] | Foreign Exchange Forward [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, asset | 4.1 | 58.8 | |
Other Non Current Assets [Member] | Foreign Exchange Forward [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, asset | 0 | 0 | |
Other Non Current Assets [Member] | Foreign Exchange Forward [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, asset | 4.1 | 58.8 | |
Other Non Current Assets [Member] | Foreign Exchange Forward [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, asset | 0 | 0 | |
Currentportionofcontingentconsideration [Member] | Acquisition Related Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 23.8 | ||
Currentportionofcontingentconsideration [Member] | Acquisition Related Contingent Consideration [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Currentportionofcontingentconsideration [Member] | Acquisition Related Contingent Consideration [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Currentportionofcontingentconsideration [Member] | Acquisition Related Contingent Consideration [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 23.8 | ||
Other Current Liabilities [Member] | Foreign Exchange Forward [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, liability | 48.5 | 12 | |
Other Current Liabilities [Member] | Foreign Exchange Forward [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, liability | 0 | 0 | |
Other Current Liabilities [Member] | Foreign Exchange Forward [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, liability | 48.5 | 12 | |
Other Current Liabilities [Member] | Foreign Exchange Forward [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, liability | 0 | 0 | |
Other Current Liabilities [Member] | Interest Rate Contract [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 0.5 | ||
Other Current Liabilities [Member] | Interest Rate Contract [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 0 | ||
Other Current Liabilities [Member] | Interest Rate Contract [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 0.5 | ||
Other Current Liabilities [Member] | Interest Rate Contract [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 0 | ||
Other Non Current Liabilities [Member] | Foreign Exchange Forward [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, liability | 26 | 3.7 | |
Other Non Current Liabilities [Member] | Foreign Exchange Forward [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, liability | 0 | 0 | |
Other Non Current Liabilities [Member] | Foreign Exchange Forward [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, liability | 26 | 3.7 | |
Other Non Current Liabilities [Member] | Foreign Exchange Forward [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, liability | 0 | 0 | |
Prepaid Expenses and Other Current Assets [Member] | Interest Rate Contract [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 9.3 | 0.4 | |
Prepaid Expenses and Other Current Assets [Member] | Interest Rate Contract [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | |
Prepaid Expenses and Other Current Assets [Member] | Interest Rate Contract [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 9.3 | 0.4 | |
Prepaid Expenses and Other Current Assets [Member] | Interest Rate Contract [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | |
Prepaid Expenses and Other Current Assets [Member] | Foreign Exchange Forward [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, asset | 22.9 | 97.1 | |
Prepaid Expenses and Other Current Assets [Member] | Foreign Exchange Forward [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, asset | 0 | 0 | |
Prepaid Expenses and Other Current Assets [Member] | Foreign Exchange Forward [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, asset | 22.9 | 97.1 | |
Prepaid Expenses and Other Current Assets [Member] | Foreign Exchange Forward [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange forward contracts, asset | 0 | 0 | |
Contingent Consideration [Member] | Acquisition Related Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 168.9 | 129.1 | |
Contingent Consideration [Member] | Acquisition Related Contingent Consideration [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | 0 | |
Contingent Consideration [Member] | Acquisition Related Contingent Consideration [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | 0 | |
Contingent Consideration [Member] | Acquisition Related Contingent Consideration [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 168.9 | $ 129.1 | |
Minimum [Member] | Acquisition Related Contingent Consideration [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Inputs, Cost of Debt | 4.20% |
Fair Value Measurement (Sched89
Fair Value Measurement (Schedule Of Acquisition-Related Contingent Consideration) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Contingent consideration arrangements, range of outcomes, value, low | $ 0 | ||
Contingent consideration arrangements, range of outcomes, value, high | 741 | ||
Contingent consideration | 168.9 | $ 129.1 | |
Acquisition-Related Contingent Consideration [Roll Forward] | |||
Milestone payments | 7 | 60 | $ 50 |
Acquisition Related Contingent Consideration [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Contingent consideration | 168.9 | ||
Acquisition Related Contingent Consideration [Member] | Level 3 [Member] | |||
Acquisition-Related Contingent Consideration [Roll Forward] | |||
Balance at beginning of period | (152.9) | ||
Milestone payments | 25 | ||
Changes in fair value | (41) | ||
Balance at end of period | $ (168.9) | $ (152.9) | |
Acquisition Related Contingent Consideration [Member] | Minimum [Member] | Level 3 [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Fair Value Inputs, Cost of Debt | 4.20% | ||
Fair Value Inputs, Weighted Average Cost of Capital | 9.00% | ||
Acquisition Related Contingent Consideration [Member] | Maximum [Member] | Level 3 [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Fair Value Inputs, Cost of Debt | 4.70% | ||
Fair Value Inputs, Weighted Average Cost of Capital | 21.00% |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Deferred Compensation Arrangement with Individual, Voluntary Deferrals, Percent of Employees' Gross Pay, Maximum | 80.00% | ||
Deferred Compensation Arrangement with Individual, Employer Matching Contribution, Percent of Match | 6.00% | ||
Amount of each dollar matching contributed up to first six percent of individual base salary and incentive cash bonus | $ 1 | ||
Percentage of contribution of individual's base salary and incentive cash bonus | 6.00% | ||
Defined benefit plan, contributions by employer | $ 15,900,000 | $ 16,700,000 | $ 11,500,000 |
Additional minimum liability recorded in other non-current liabiliites | 19,200,000 | ||
Additional minimum liability charged against other comprehensive income | 4,800,000 | ||
Estimated future employer contributions in next fiscal year | 3,200,000 | ||
Other Liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Deferred compensation liability | $ 18,500,000 | $ 13,700,000 |
Employee Benefit Plans (Schedul
Employee Benefit Plans (Schedule of Change in Benefit Obligation) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation, beginning of year | $ 48.4 | $ 45 | |
Service cost | 7.8 | 8.2 | $ 9.7 |
Curtailment | 9.6 | 0 | |
Plan amendment | 0 | (4) | |
Other | (3.2) | (0.8) | |
Projected benefit obligation, end of year | 43.4 | 48.4 | $ 45 |
Accumulated benefit obligation, end of year | $ 39.4 | $ 41.4 |
Employee Benefit Plans (Sched92
Employee Benefit Plans (Schedule of Change in Plan Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Change in plan assets: | ||
Fair value of plan assets, beginning of year | $ 28.2 | $ 21.6 |
Employer contributions | 4.3 | 3.4 |
Employee contributions | 1.5 | 1.6 |
Curtailment | 6.6 | 0 |
Other | (3.2) | 1.6 |
Fair value of plan assets, end of year | 24.2 | 28.2 |
Funded status at end of year | $ (19.2) | $ (20.2) |
Employee Benefit Plans (Sched93
Employee Benefit Plans (Schedule of Fair Value of Plan Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets, end of year | $ 24.2 | $ 28.2 | $ 21.6 |
Employee Benefit Plans (Sched94
Employee Benefit Plans (Schedule of Weighted Average Assumptions Used to Calculate Net Periodic Benefit Cost and the Actuarial Present Value of Projected Benefit Obligations) (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted average assumptions - Net Periodic Benefit Cost: | ||
Discount rate | 0.70% | 0.60% |
Long term rate of return on assets | 3.00% | 3.00% |
Rate of compensation increase | 1.40% | 1.40% |
Weighted average assumptions - Projected Benefit Obligation: | ||
Discount Rate | 0.80% | 0.70% |
Rate of compensation increase | 1.30% | 1.40% |
Employee Benefit Plans (Sched95
Employee Benefit Plans (Schedule of Components of Net Periodic Benefit Cost) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Service cost | $ 7.8 | $ 8.2 | $ 9.7 |
Employee contributions | (1.5) | (1.6) | (1.7) |
Amortization of prior service costs | (0.4) | 0 | 0 |
Curtailment | (1.1) | 0 | (2) |
Amortization and deferral of actuarial gain | 0.8 | 0.9 | 1.3 |
Other | (0.6) | (0.8) | (0.3) |
Total net periodic benefit cost | $ 5 | $ 6.7 | $ 7 |
Employee Benefit Plans (Sched96
Employee Benefit Plans (Schedule of Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income [Roll Forward] | |||
Amount included in AOCI - Beginning of year | $ (6.7) | $ (9.6) | |
Prior service cost | (0.4) | $ (0.4) | |
Plan amendment | 0 | 4.1 | |
Amortization of net gain (loss) | 0.8 | 0.9 | |
Curtailment | 1.9 | 0 | |
Taxes | (0.6) | (1.2) | |
Other | 0.2 | (0.5) | |
Amount included in AOCI - End of year | $ (4.8) | $ (6.7) | $ (9.6) |
Employee Benefit Plans (Sched97
Employee Benefit Plans (Schedule of Estimated Future Benefit Payments) (Details) $ in Millions | Dec. 31, 2017USD ($) |
Retirement Benefits [Abstract] | |
2,017 | $ 2.2 |
2,018 | 2.3 |
2,019 | 2 |
2,020 | 1.9 |
2,021 | 2.2 |
2023 to 2027 | $ 8.8 |
Restructuring and Related Exp98
Restructuring and Related Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Reserve, Current | $ 58.2 | $ 0.6 | $ 58.2 | $ 0.6 | |||
Restructuring expenses | 0 | $ 23.8 | 286.5 | 3 | $ 42.1 | ||
Revenue from Grants | 26 | ||||||
Accrued Grant Income Refund, Current | $ 26 | ||||||
Scenario, Forecast [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 20.00% | ||||||
Repayments of Income Tax Credits And Sales Tax Credits | $ 3.5 | ||||||
Minimum [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Estimated restructuring and related expenses | 30 | 30 | |||||
Maximum [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Estimated restructuring and related expenses | $ 70 | 70 | |||||
Synageva BioPharma Corp. [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 13.3 | ||||||
Employee Severance [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | $ 87.3 | 3 | 25.8 | ||||
Corporate Headquarter Relocation Plan [Member] | Contract Termination [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | $ 11.2 | ||||||
Relocation of European Headquarters [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Reserve, Period Increase (Decrease) | $ 0 | $ 17.6 |
Restructuring and Related Exp99
Restructuring and Related Expenses - Reconciliation of Restructuring Reserve (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Reserve [Roll Forward] | |||||
Liability, beginning of period | $ 0.6 | $ 7.3 | |||
Charges | 287.4 | 2.8 | |||
Cash settlements | (49.6) | (9.7) | |||
Adjustments to previous estimates | (0.9) | 0.2 | |||
Non Cash Activity | (179.3) | 0 | |||
Liability, end of period | $ 58.2 | 58.2 | 0.6 | $ 7.3 | |
Restructuring Reserve, Current | 58.2 | 58.2 | 0.6 | ||
Restructuring expenses | 0 | $ 23.8 | 286.5 | 3 | 42.1 |
Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Liability, beginning of period | 0.5 | 6.4 | |||
Charges | 88.2 | 0 | |||
Cash settlements | (34) | (4.8) | |||
Adjustments to previous estimates | (0.9) | (1.1) | |||
Non Cash Activity | 0 | 0 | |||
Liability, end of period | 53.8 | 53.8 | 0.5 | 6.4 | |
Restructuring expenses | 87.3 | 3 | 25.8 | ||
Other Restructuring [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Liability, beginning of period | 0.1 | 0.9 | |||
Charges | 19.9 | 2.8 | |||
Cash settlements | (15.6) | (4.9) | |||
Adjustments to previous estimates | 0 | 1.3 | |||
Non Cash Activity | 0 | 0 | |||
Liability, end of period | 4.4 | 4.4 | 0.1 | 0.9 | |
Restructuring expenses | 19.9 | 0 | 16.3 | ||
Facility Closing [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Liability, beginning of period | 0 | 0 | |||
Charges | 179.3 | 0 | |||
Cash settlements | 0 | 0 | |||
Adjustments to previous estimates | 0 | 0 | |||
Non Cash Activity | (179.3) | 0 | |||
Liability, end of period | 0 | 0 | 0 | 0 | |
Restructuring expenses | $ 69.1 | $ 83 | 179.3 | 0 | 0 |
Cost of Sales [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 152.1 | 0 | 0 | ||
Cost of Sales [Member] | Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 0 | 0 | 0 | ||
Cost of Sales [Member] | Other Restructuring [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 0 | 0 | 0 | ||
Cost of Sales [Member] | Facility Closing [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 152.1 | 0 | 0 | ||
Research and Development Expense [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 16.3 | 0 | 0 | ||
Research and Development Expense [Member] | Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 0 | 0 | 0 | ||
Research and Development Expense [Member] | Other Restructuring [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 0 | 0 | 0 | ||
Research and Development Expense [Member] | Facility Closing [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 16.3 | 0 | 0 | ||
Selling, General and Administrative Expenses [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 10.9 | 0 | 0 | ||
Selling, General and Administrative Expenses [Member] | Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 0 | 0 | 0 | ||
Selling, General and Administrative Expenses [Member] | Other Restructuring [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 0 | 0 | 0 | ||
Selling, General and Administrative Expenses [Member] | Facility Closing [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 10.9 | 0 | 0 | ||
Restructuring Expense [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 104.6 | 3 | 42.1 | ||
Restructuring Expense [Member] | Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 87.3 | 3 | 25.8 | ||
Restructuring Expense [Member] | Other Restructuring [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 17.3 | 0 | 16.3 | ||
Restructuring Expense [Member] | Facility Closing [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 0 | 0 | 0 | ||
Other Income [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 2.6 | 0 | 0 | ||
Other Income [Member] | Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 0 | 0 | 0 | ||
Other Income [Member] | Other Restructuring [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | 2.6 | 0 | 0 | ||
Other Income [Member] | Facility Closing [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring expenses | $ 0 | $ 0 | $ 0 |
Segment Information - Net Produ
Segment Information - Net Product Sales (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue from External Customer [Line Items] | |||
Net product sales | $ 3,549.5 | $ 3,081.7 | $ 2,602.5 |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 15.20% | 18.40% | |
Soliris | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 3,144.1 | $ 2,843.2 | 2,590.2 |
Soliris | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 10.60% | 9.80% | |
Strensiq | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 339.8 | $ 209.4 | 11.9 |
Strensiq | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 62.30% | ||
Kanuma | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 65.6 | 29.1 | 0.4 |
Kanuma | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 125.40% | ||
United States [Member] | Soliris | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 1,235 | $ 1,058.5 | 943.6 |
United States [Member] | Soliris | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 16.70% | 12.20% | |
United States [Member] | Strensiq | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 280.1 | $ 177.5 | 7.7 |
United States [Member] | Strensiq | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 57.80% | ||
United States [Member] | Kanuma | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 42.4 | 20.4 | 0 |
United States [Member] | Kanuma | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 107.80% | ||
Europe [Member] | Soliris | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 985.2 | $ 939.7 | 838.3 |
Europe [Member] | Soliris | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 4.80% | 12.10% | |
Europe [Member] | Strensiq | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 35.6 | $ 15.3 | 1.7 |
Europe [Member] | Strensiq | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 132.70% | ||
Europe [Member] | Kanuma | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 14.6 | 6.3 | 0.4 |
Europe [Member] | Kanuma | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 131.70% | ||
Asia Pacific [Member] | Soliris | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 328.1 | $ 303.8 | 274 |
Asia Pacific [Member] | Soliris | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 8.00% | 10.90% | |
Asia Pacific [Member] | Strensiq | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 18.6 | $ 13 | 2.4 |
Asia Pacific [Member] | Strensiq | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 43.10% | ||
Asia Pacific [Member] | Kanuma | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 2.7 | 1.3 | 0 |
Asia Pacific [Member] | Kanuma | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 107.70% | ||
Non-US, Excluding Europe And Asia Pacific [Member] | Soliris | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 595.8 | $ 541.2 | 534.3 |
Non-US, Excluding Europe And Asia Pacific [Member] | Soliris | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 10.10% | 1.30% | |
Non-US, Excluding Europe And Asia Pacific [Member] | Strensiq | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 5.5 | $ 3.6 | 0.1 |
Non-US, Excluding Europe And Asia Pacific [Member] | Strensiq | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Revenue from External Customer [Line Items] | |||
Percentage change in product sales | 52.80% | ||
Non-US, Excluding Europe And Asia Pacific [Member] | Kanuma | |||
Revenue from External Customer [Line Items] | |||
Net product sales | $ 5.9 | $ 1.1 | $ 0 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 1,325.4 | $ 1,035.6 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 455.9 | 489.7 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 864.6 | 538.4 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 4.9 | $ 7.5 |
Quarterly Financial Informat102
Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||
Effective income tax rate reconciliation, Tax Cuts and Jobs Act of 2017, amount | $ 45.8 | |||||||||||||||
Revenues | $ 909.7 | $ 859.1 | $ 912.7 | $ 869.6 | $ 830.8 | $ 799.1 | $ 753.2 | $ 701 | 3,551.1 | $ 3,084.1 | $ 2,604 | |||||
Cost of sales | 144.6 | [1] | 157 | [1] | 83.6 | 69 | 67.6 | 71.1 | 60.6 | 59 | 454.2 | 258.3 | 233.1 | |||
Total operating expenses | 656.5 | 622 | [2] | 602.4 | [3] | 588.6 | [2] | 635.7 | [4] | 548.7 | 497.8 | 476.2 | 2,469.5 | 2,158.4 | 1,834.2 | |
Operating income | 108.6 | 80.1 | 226.7 | 212 | 127.5 | 179.3 | 194.8 | 165.8 | 627.4 | 667.4 | 536.7 | |||||
Net income | $ 30 | $ 78 | $ 165.2 | $ 170.1 | $ 92.8 | $ 94.3 | $ 120.1 | $ 92.2 | $ 443.3 | $ 399.4 | $ 144.4 | |||||
Earnings per common share | ||||||||||||||||
Basic (in dollars per share) | $ 0.13 | $ 0.35 | $ 0.74 | $ 0.76 | $ 0.41 | $ 0.42 | $ 0.54 | $ 0.41 | $ 1.98 | $ 1.78 | $ 0.68 | |||||
Diluted (in dollars per share) | $ 0.13 | $ 0.35 | $ 0.73 | $ 0.75 | $ 0.41 | $ 0.42 | $ 0.53 | $ 0.41 | $ 1.97 | $ 1.76 | $ 0.67 | |||||
Impairment of intangible assets | $ 31 | $ 85 | $ 0 | |||||||||||||
Acquisition-related costs | 0 | 0 | 27 | |||||||||||||
Restructuring expenses | $ 0 | $ 23.8 | 286.5 | 3 | 42.1 | |||||||||||
Facility Closing [Member] | ||||||||||||||||
Earnings per common share | ||||||||||||||||
Restructuring expenses | $ 69.1 | $ 83 | $ 179.3 | $ 0 | $ 0 | |||||||||||
[1] | Included within cost of sales for the third and fourth quarters 2017 are $83.0 and $69.1, respectively, of restructuring related expenses associated with the planned closure of the ARIMF facility. | |||||||||||||||
[2] | Included within operating expenses for the first and third quarters 2017 are $23.8 and $79.4, respectively of restructuring and related expenses. | |||||||||||||||
[3] | In 2017, we recognized tax expense of $45.8 as a result of the Tax Cuts and Jobs Act. Certain impacts of the Tax Act have been recorded on a provisional basis. See Note 11, “Income Taxes” for additional information. | |||||||||||||||
[4] | Included within operating expenses for the second quarter 2017 and the fourth quarter of 2016 is an impairment charge of $31.0 and $85.0, respectively, associated with an early stage clinical indefinite-lived intangible asset. |