Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 12, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Central Index Key | 936,402 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Trading Symbol | SHP, SHPG | ||
Entity Registrant Name | Shire plc | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Common Stock, Shares Outstanding | 910,072,739 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 50.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 472.4 | $ 528.8 |
Restricted cash | 39.4 | 25.6 |
Accounts receivable, net | 3,009.8 | 2,616.5 |
Inventories | 3,291.5 | 3,562.3 |
Prepaid expenses and other current assets | 795.3 | 806.3 |
Total current assets | 7,608.4 | 7,539.5 |
Investments | 241.1 | 191.6 |
Property, plant and equipment (PP&E), net | 6,635.4 | 6,469.6 |
Goodwill | 19,831.7 | 17,888.2 |
Intangible assets, net | 33,046.1 | 34,697.5 |
Deferred tax asset | 188.8 | 96.7 |
Other non-current assets | 205.4 | 152.3 |
Total assets | 67,756.9 | 67,035.4 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,184.5 | 4,312.4 |
Short term borrowings and capital leases | 2,788.7 | 3,068 |
Other current liabilities | 908.8 | 362.9 |
Total current liabilities | 7,882 | 7,743.3 |
Long term borrowings and capital leases | 16,752.4 | 19,899.8 |
Deferred tax liability | 4,748.2 | 8,322.7 |
Other non-current liabilities | 2,197.9 | 2,121.6 |
Total liabilities | 31,580.5 | 38,087.4 |
Commitments and contingencies | ||
Equity: | ||
Common stock of 5p par value; 1,500 shares authorized; and 917.1 shares issued and outstanding (2016: 1,500 shares authorized; and 912.2 shares issued and outstanding) | 81.6 | 81.3 |
Additional paid-in capital | 25,082.2 | 24,740.9 |
Treasury stock: 8.4 shares (2016: 9.1 shares) | (283) | (301.9) |
Accumulated other comprehensive income/(loss) | 1,375 | (1,497.6) |
Retained earnings | 9,920.6 | 5,925.3 |
Total equity | 36,176.4 | 28,948 |
Total liabilities and equity | 67,756.9 | 67,035.4 |
New Shire Income Access Share Trust | ||
Current assets: | ||
Cash and cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Current liabilities: | ||
Total liabilities | 0 | 0 |
Equity: | ||
Total equity | 0 | 0 |
Total liabilities and equity | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - £ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par Value (in GBP per share) | £ 0.05 | £ 0.05 |
Common Stock, Shares Authorized | 1,500,000,000 | 1,500,000,000 |
Common Stock, Shares, Issued | 917,100,000 | 912,200,000 |
Common Stock, Shares, Outstanding | 917,100,000 | 912,200,000 |
Treasury Stock, Shares | 8,400,000 | 9,100,000 |
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 | |
Revenues: | |||
Product sales | $ 14,448.9 | $ 10,885.8 | $ 6,099.9 |
Royalties and other revenues | 711.7 | 510.8 | 316.8 |
Total revenues | 15,160.6 | 11,396.6 | 6,416.7 |
Costs and expenses: | |||
Cost of sales | 4,700.8 | 3,816.5 | 969 |
Research and development | 1,763.3 | 1,439.8 | 1,564 |
Selling, general and administrative | 3,530.9 | 3,015.2 | 1,842.5 |
Amortization of acquired intangible assets | 1,768.4 | 1,173.4 | 498.7 |
Integration and acquisition costs | 894.5 | 883.9 | 39.8 |
Reorganization costs | 47.9 | 121.4 | 97.9 |
Gain on sale of product rights | (0.4) | (16.5) | (14.7) |
Total operating expenses | 12,705.4 | 10,433.7 | 4,997.2 |
Operating income from continuing operations | 2,455.2 | 962.9 | 1,419.5 |
Interest income | 9.7 | 18.4 | 4.2 |
Interest expense | (578.9) | (469.6) | (41.6) |
Other income/(expense), net | 7.4 | (25.6) | 3.7 |
Total other expense, net | (561.8) | (476.8) | (33.7) |
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | 1,893.4 | 486.1 | 1,385.8 |
Income taxes | 2,357.6 | 126.1 | (46.1) |
Equity in earnings/(losses) of equity method investees, net of taxes | 2.5 | (8.7) | (2.2) |
Income from continuing operations, net of taxes | 4,253.5 | 603.5 | 1,337.5 |
Gain/(loss) from discontinued operations, net of taxes | 18 | (276.1) | (34.1) |
Net income | $ 4,271.5 | $ 327.4 | $ 1,303.4 |
Earnings per Ordinary Share – basic | |||
Earnings from continuing operations (in usd per share) | $ 4.69 | $ 0.78 | $ 2.27 |
Earnings/(loss) from discontinued operations (in usd per share) | 0.02 | (0.35) | (0.06) |
Earnings per Ordinary Share - basic (in usd per share) | 4.71 | 0.43 | 2.21 |
Earnings per Ordinary Share – diluted | |||
Earnings from continuing operations (in usd per share) | 4.66 | 0.77 | 2.26 |
Earnings/(loss) from discontinued operations (in usd per share) | 0.02 | (0.35) | (0.06) |
Earnings per Ordinary Share - diluted (in usd per share) | $ 4.68 | $ 0.42 | $ 2.20 |
Weighted average number of shares: | |||
Basic (in shares) | 906.5 | 770.1 | 590.4 |
Diluted (in shares) | 912 | 776.2 | 593.1 |
New Shire Income Access Share Trust | |||
Costs and expenses: | |||
Dividend income | $ 245.6 | $ 150.6 | $ 127.7 |
Net income | $ 245.6 | $ 150.6 | $ 127.7 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 3,105.4 | $ 457.3 | $ 4,271.5 | $ 327.4 | $ 1,303.4 |
Other comprehensive income/(loss): | |||||
Foreign currency translation adjustments | 2,785 | (1,323.3) | (156.4) | ||
Pension and other employee benefits (net of tax expense of $11.2 million, $8.8 million and $nil for the years ended December 31, 2017, 2016 and 2015, respectively) | 32.7 | (5.2) | 0 | ||
Unrealized gain on available-for-sale securities (net of tax benefit of $0.1 million the years ended December 31, 2017 and 2016 and $nil for the year ended December 31, 2015) | 61.3 | 8.3 | 4.1 | ||
Hedging activities (net of tax benefit of $3.1 million, tax expense of $3.3 million and $nil for the years ended December 31, 2017, 2016 and 2015, respectively) | (6.4) | 6.4 | 0 | ||
Comprehensive income/(loss) | 7,144.1 | (986.4) | $ 1,151.1 | ||
Components of accumulated other comprehensive loss | |||||
Foreign currency translation adjustments | 1,279.6 | (1,505.4) | 1,279.6 | (1,505.4) | |
Pension and other employee benefits, net of taxes | 27.5 | (5.2) | 27.5 | (5.2) | |
Unrealized holding gain on available-for-sale securities, net of taxes | 67.9 | 6.6 | 67.9 | 6.6 | |
Hedging activities, net of taxes | 0 | 6.4 | 0 | 6.4 | |
Accumulated other comprehensive income/(loss) | $ 1,375 | $ (1,497.6) | $ 1,375 | $ (1,497.6) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Pension and other employee benefits, tax expense | $ 11.2 | $ 8.8 | $ 0 |
Unrealized holding gain on available-for-sale securities, tax (benefit) | (0.1) | (0.1) | 0 |
Hedging activities, tax expense (benefit) | $ (3.1) | $ 3.3 | $ 0 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) shares in Millions | Total | Common stock | Additional paid-in capital | Treasury stock | Accumulated other comprehensive (loss)/income | Retained earnings | New Shire Income Access Share Trust | New Shire Income Access Share TrustCapital account | New Shire Income Access Share TrustRevenue account |
Beginning balance at Dec. 31, 2014 | $ 8,662,900,000 | $ 58,700,000 | $ 4,338,000,000 | $ (345,900,000) | $ (31,500,000) | $ 4,643,600,000 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Dec. 31, 2014 | 599.1 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 1,303,400,000 | 1,303,400,000 | 127,700,000 | 0 | 127,700,000 | ||||
Other comprehensive income (loss), net of tax | (152,300,000) | (152,300,000) | |||||||
Options exercised (in shares) | 2 | ||||||||
Options exercised | 16,600,000 | $ 200,000 | 16,400,000 | ||||||
Share-based compensation | 100,300,000 | 100,300,000 | |||||||
Tax benefit associated with exercise of stock options | 31,600,000 | 31,600,000 | |||||||
Shares released by employee benefit trust to satisfy exercise of stock options | 1,000,000 | 25,300,000 | (24,300,000) | ||||||
Dividends | (134,400,000) | (134,400,000) | (127,700,000) | 0 | (127,700,000) | ||||
Ending balance at Dec. 31, 2015 | 9,829,100,000 | $ 58,900,000 | 4,486,300,000 | (320,600,000) | (183,800,000) | 5,788,300,000 | 0 | 0 | 0 |
Ending balance (in shares) at Dec. 31, 2015 | 601.1 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 327,400,000 | 327,400,000 | 150,600,000 | 0 | 150,600,000 | ||||
Other comprehensive income (loss), net of tax | (1,313,800,000) | (1,313,800,000) | |||||||
Shares issued under employee benefit plans and other (in shares) | 5.9 | ||||||||
Shares issued under employee benefit plans and other | 138,800,000 | $ 400,000 | 138,400,000 | ||||||
Shares issued for the acquisition of Baxalta (in shares) | 305.2 | ||||||||
Shares issued for the acquisition of Baxalta | 19,810,900,000 | $ 22,000,000 | 19,788,900,000 | ||||||
Share-based compensation | 318,500,000 | 318,500,000 | |||||||
Tax benefit associated with exercise of stock options | 8,800,000 | 8,800,000 | |||||||
Shares released by employee benefit trust to satisfy exercise of stock options | (400,000) | 18,700,000 | (19,100,000) | ||||||
Dividends | (171,300,000) | (171,300,000) | (150,600,000) | 0 | (150,600,000) | ||||
Ending balance at Dec. 31, 2016 | $ 28,948,000,000 | $ 81,300,000 | 24,740,900,000 | (301,900,000) | (1,497,600,000) | 5,925,300,000 | 0 | 0 | 0 |
Ending balance (in shares) at Dec. 31, 2016 | 912.2 | 912.2 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cumulative-effect adjustment from adoption of ASU 2016-09 | $ 34,700,000 | 10,700,000 | 24,000,000 | ||||||
Net income | 4,271,500,000 | 4,271,500,000 | 245,600,000 | 0 | 245,600,000 | ||||
Other comprehensive income (loss), net of tax | 2,872,600,000 | 2,872,600,000 | |||||||
Shares issued under employee benefit plans and other (in shares) | 4.9 | ||||||||
Shares issued under employee benefit plans and other | 156,000,000 | $ 300,000 | 155,700,000 | ||||||
Share-based compensation | 174,900,000 | 174,900,000 | |||||||
Tax benefit associated with exercise of stock options | 0 | ||||||||
Shares released by employee benefit trust to satisfy exercise of stock options | 0 | 18,900,000 | (18,900,000) | ||||||
Dividends | (281,300,000) | (281,300,000) | (245,600,000) | 0 | (245,600,000) | ||||
Ending balance at Dec. 31, 2017 | $ 36,176,400,000 | $ 81,600,000 | $ 25,082,200,000 | $ (283,000,000) | $ 1,375,000,000 | $ 9,920,600,000 | $ 0 | $ 0 | $ 0 |
Ending balance (in shares) at Dec. 31, 2017 | 917.1 | 917.1 |
Consolidated Statement of Chan8
Consolidated Statement of Changes in Equity (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Dividends paid (in USD) | $ 281,300,000 | $ 171,300,000 | $ 134,400,000 |
Common stock | |||
Dividends per share declared | $ 0.3079 | $ 0.2679 | $ 0.233 |
Dividends per share paid | 0.3079 | 0.2679 | 0.233 |
ADS | |||
Dividends per share declared | 0.9237 | 0.8037 | 0.699 |
Dividends per share paid | $ 0.9237 | $ 0.8037 | $ 0.699 |
Consolidated Statements of Cash
Consolidated Statements 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 | $ 4,271.5 | $ 327.4 | $ 1,303.4 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 2,264.2 | 1,466.3 | 637.2 |
Share based compensation | 174.9 | 318.5 | 100.3 |
Amortization of deferred financing fees | 12.8 | 125.5 | 0 |
Expense related to the unwind of inventory fair value adjustments | 747.8 | 1,118 | 31.1 |
Change in deferred taxes | (2,916.4) | (594.6) | (198.2) |
Change in fair value of contingent consideration | 120.7 | 11.1 | (149.9) |
Impairment of PP&E and intangible assets | 289.9 | 101.3 | 643.7 |
Other, net | 55.6 | 31.4 | 0 |
Changes in operating assets and liabilities: | |||
Increase in accounts receivable | (487.6) | (701.7) | (211.4) |
Increase in sales deduction accrual | 314.1 | 288.3 | 97.6 |
Increase in inventory | (145.1) | (255.8) | (63.2) |
Decrease/(increase) in prepayments and other assets | 81.1 | (198.4) | 37.2 |
(Decrease)/increase in accounts payable and other liabilities | (526.8) | 621.6 | 109.2 |
Net cash provided by operating activities | 4,256.7 | 2,658.9 | 2,337 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of PP&E | (798.8) | (648.7) | (114.7) |
Purchases of businesses, net of cash acquired | 0 | (17,476.2) | (5,553.4) |
Proceeds from sale of investments | 88.6 | 0.9 | 85.7 |
Movements in restricted cash | (13.7) | 62.8 | (32) |
Other, net | 23 | (31) | (5.5) |
Net cash used in investing activities | (700.9) | (18,092.2) | (5,619.9) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolving line of credit, long term and short term borrowings | 4,236.7 | 32,443.4 | 3,760.8 |
Repayment of revolving line of credit, long term and short term borrowings | (7,681.4) | (16,404.3) | (3,110.9) |
Payment of dividend | (281.3) | (171.3) | (134.4) |
Debt issuance costs | 0 | (172.3) | (24.1) |
Proceeds from issuance of stock for share-based compensation arrangements | 134.1 | 169.2 | 16.6 |
Other, net | (27.4) | (38.9) | (69) |
Net cash (used in)/provided by financing activities | (3,619.3) | 15,825.8 | 439 |
Effect of foreign exchange rate changes on cash and cash equivalents | 7.1 | 0.8 | (3) |
Net (decrease)/increase in cash and cash equivalents | (56.4) | 393.3 | (2,846.9) |
Cash and cash equivalents at beginning of period | 528.8 | 135.5 | 2,982.4 |
Cash and cash equivalents at end of period | 472.4 | 528.8 | 135.5 |
Supplemental information: | |||
Interest paid | 554.2 | 284 | 20 |
Income taxes paid, net | 524.7 | 431 | 69 |
New Shire Income Access Share Trust | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | 245.6 | 150.6 | 127.7 |
Changes in operating assets and liabilities: | |||
Net cash provided by operating activities | 245.6 | 150.6 | 127.7 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Net cash used in investing activities | 0 | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Distributions made | 245.6 | 150.6 | 127.7 |
Net cash (used in)/provided by financing activities | (245.6) | (150.6) | (127.7) |
Net (decrease)/increase in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 | 0 |
Cash and cash equivalents at end of period | $ 0 | $ 0 | $ 0 |
Description of Operations
Description of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Operations | Description of Operations Shire plc and its subsidiaries (collectively referred to as either “Shire” or the “Company”) is the leading global biotechnology company focused on serving people with rare diseases. Some of the Company's marketed products include GAMMAGARD, HYQVIA and CINRYZE for Immunology, ADVATE/ADYNOVATE, VONVENDI and FEIBA for Hematology, VYVANSE and ADDERALL XR for Neuroscience, LIALDA/MEZAVANT and PENTASA for Internal Medicine, ELAPRASE and REPLAGAL for Genetic Diseases, ONCASPAR and ONYVIDE for Oncology and XIIDRA for Ophthalmics. The Company has grown both organically and through acquisition, completing a series of major transactions that have brought therapeutic, geographic and pipeline growth and diversification. The Company will continue to conduct its own research and development (R&D) focused on rare diseases, as well as evaluate companies, products and pipeline opportunities that offer a strategic fit and have the potential to deliver value to all of the Company’s stakeholders: patients, physicians, policy makers, payers, partners, investors and employees. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of Shire plc, all of its subsidiaries and the Income Access Share trust, after elimination of inter-company accounts and transactions. They have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and U.S. Securities and Exchange Commission (SEC) regulations for annual reporting. On June 3, 2016, the Company completed its acquisition of Baxalta for $32.4 billion , representing the fair value of purchase consideration. The Company’s Consolidated Financial Statements include the results of Baxalta from the date of acquisition. For further details regarding the acquisition, refer to Note 3 , Business Combinations , to the Consolidated Financial Statements set forth in this Annual Report on Form 10-K. Use of Estimates The preparation of Financial Statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates, judgments and assumptions that affect the reported and disclosed amounts of assets, liabilities and equity at the date of the Consolidated Financial Statements and reported amounts of revenues and expenses during the period. On an on-going basis, the Company evaluates its estimates, judgments and methodologies. Estimates are based on historical experience, current conditions and on various other assumptions that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amounts of revenues and expenses. Actual results may differ from these estimates under different assumptions or conditions. Consolidation The Consolidated Financial Statements reflect the financial statements of the Company and those of the Company's wholly-owned subsidiaries. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to non-controlling interests in its Consolidated Statements of Operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. Intercompany balances and transactions are eliminated in consolidation. The Company determines whether to consolidate subsidiaries based on either the variable interest entity (VIE) model or the voting interest model. The Company consolidates a VIE if it is determined that the Company is the primary beneficiary of the VIE. In determining whether the Company is the primary beneficiary of an entity, management applies a qualitative approach that determines whether the Company has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. The Company consolidates entities that are not VIEs if it is determined that the Company holds a majority voting interest in the entity. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Intercompany balances and transactions are eliminated in consolidation. Revenue recognition The Company recognizes revenue when all of the following criteria are met: • there is persuasive evidence an arrangement exists; • delivery has occurred or services have been rendered; • the price to the customer is fixed or determinable; and • collectibility is reasonably assured. Where applicable, all revenues are stated net of value added and similar taxes and trade discounts. The Company’s principal revenue streams and their respective accounting treatments are discussed below: Product sales Revenues from Product sales are recognized when title and risk of loss have passed to the customer, which is typically upon delivery. Product sales are recorded net of applicable reserves for discounts and allowances. Reserves for Discounts and Allowances The Company establishes reserves for trade discounts, chargebacks, distribution service fees, Medicaid rebates, managed care rebates, incentive rebates, product returns and other governmental rebates or applicable allowances. These reserves are based on estimates of the amounts earned or to be claimed on the related sales. Management's estimates take into consideration historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Actual amounts may ultimately differ from estimates. If actual results vary, management adjusts these estimates, which have an effect on earnings in the period of adjustment. • Trade discounts are generally credits granted to wholesalers, specialty pharmacies and other customers for remitting payment on their purchases within established incentive periods and are classified as a reduction of accounts receivable. • Chargebacks are credits or payments issued to wholesalers and distributors who provide products to qualified healthcare providers at prices lower than the list prices charged to the wholesaler or distributor. Reserves are estimated based on expected purchases by those qualified healthcare providers. Chargeback reserves are classified as a reduction of accounts receivable. • Distribution service fees are credits or payments issued to wholesalers, distributors and specialty pharmacies for compliance with various contractually-defined inventory management practices or services provided to support patient access to a product . These fees are generally based on a percentage of gross purchases but can also be based on additional services these entities provide. Most of these costs are reflected as a reduction of gross sales; however, to the extent benefit from services can be separately identified and the fair value determined, costs are classified in Selling, general and administrative expense. Reserves are classified within accrued expenses. • Medicaid rebates are payments to States under statutory and voluntary reimbursement arrangements. Reserves for these rebates are generally based on an estimate of expected product usage by Medicaid patients and expected rebate rates. Statutory rates are generally based on a percentage of selling price adjusted upwards for price increases in excess of published inflation indices. As a result, rebates generally increase as a percentage of the selling price over the life of the product (as prices increase). Medicaid rebate reserves are classified within accrued expenses. • Managed care rebates are payments to third parties, primarily pharmacy benefit managers and other health insurance providers. The reserve for these rebates is based on an estimate of customer buying patterns and applicable contractual rebate rates to be earned over each period. Reserves are classified within accrued expenses. • Incentive rebates are generally credits or payments issued to specialty pharmacies, distributors or Group Purchasing Organizations for qualified purchases of certain products. Reserves are estimated based on the terms of each individual contract and purchase volumes and are classified within accrued expenses. • Return credits are issued to customers for return of product damaged in shipment and, for certain products, return due to lot expiry. The majority of returns are due to expiry, and reserves are estimated based on historical returns experience. The returns reserve is classified within accrued expenses. • Other discounts and allowances include Medicare rebates, coupon and patient co-pay assistance. Medicare rebates are payments to certain health insurance providers of Medicare Part D coverage to qualified patients. Reserve estimates are based on customer buying patterns and applicable contractual rebate rates to be earned over each period. Coupon and co-pay assistance programs provide discounts to qualified patients. Reserve estimates are based on expected claim volumes under these programs and estimated cost per claim that the Company expects to pay. Reserves for Medicare and coupon and patient co-pay programs are classified within accrued expenses. Royalties and Other Revenue Royalty income relating to licensed technology is recognized when the licensee sells the underlying product, with the amount of royalty income recorded based on sales information received from the relevant licensee. The Company estimates sales amounts and related royalty income based on the historical product information for any period that the sales information is not available from the relevant licensee. Other revenue includes revenues derived from product out-licensing arrangements, which may consist of an initial up-front payment on inception of the license and subsequent milestone payments upon achievement of certain clinical and sales milestones. To the extent the license requires Shire to provide services to the licensee; up-front payments are deferred and recognized over the service period. Business combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired, including in-process research and development (IPR&D) projects, and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Consolidated Financial Statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with a business combination (including the assumption of an acquiree’s liability arising from a business combination it completed prior to the acquisition) are recorded at their fair values on the acquisition date and remeasured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair values are recorded in earnings. Goodwill Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired in a business combination. Goodwill is not amortized, but instead is reviewed for impairment. Goodwill is reviewed annually, as of October 1, and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Events or changes in circumstances which could trigger an impairment review include but are not limited to: unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities and acts by governments and courts. For the purpose of assessing the carrying value of goodwill for impairment, goodwill is allocated at the Company’s reporting unit level. As described in Note 27 , Segment Reporting , the Company operates in one operating segment which it considers to be its only reporting unit. The Company reviews goodwill for impairment by firstly assessing qualitative factors, including comparing the market capitalization of the Company to the carrying value of its assets, to determine whether events or circumstances exist which indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing these qualitative factors, it is deemed more likely than not that the fair value of a reporting unit is less than its carrying value, a “two step” quantitative assessment is performed by comparing the carrying value of the reporting unit's net assets (including allocated goodwill) to the fair value of the reporting unit. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of its reporting unit, then it determines the implied fair value of its reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then an impairment loss equal to the difference is recorded. Intangible Assets Intangible assets primarily relate to commercially marketed products and IPR&D projects. Intangible assets are recorded at fair value at the time of their acquisition and are stated in the Consolidated Balance Sheets, net of accumulated amortization and impairments, if applicable. Intangible assets related to commercially marketed products are amortized over their estimated useful lives. Remaining useful lives range from 1 year to 24 years (weighted average 19 years ) and the Company amortizes its intangibles on an economic consumption method, or a straight-line basis when straight-line method approximates economic consumption method. Milestone payments made to third parties on and subsequent to regulatory approval are capitalized as intangible assets, and amortized over the remaining useful life of the related product. The following factors, where applicable, are considered in estimating the useful lives of intangible assets: • expected use of the asset; • regulatory, legal or contractual provisions, including the regulatory approval and review process, patent issues and actions by government agencies; • the effects of obsolescence, changes in demand, competing products and other economic factors, including the stability of the market, known technological advances, development of competing drugs that are more effective clinically or economically; • actions of competitors, suppliers, regulatory agencies or others that may eliminate current competitive advantages; and • historical experience of renewing or extending similar arrangements. Acquired IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the net cash flows to present value. The revenue and costs projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success of developing a new drug. Additionally, the projections consider the relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions by the Company and its competitors. The rates utilized to discount the net cash flows to their present value are commensurate with the stage of development of the projects and uncertainties in the economic estimates used in the projections. Upon the acquisition of IPR&D, the Company completes an assessment of whether the acquisition constitutes the purchase of a single asset or a group of assets. The Company considers multiple factors in this assessment, including the nature of the technology acquired, the presence or absence of separate cash flows, the development process and stage of completion, quantitative significance and its rationale for entering into the transaction. If the Company acquires a business as defined under applicable accounting standards, then the acquired IPR&D is capitalized as an intangible asset. If the Company acquires an asset or group of assets that do not meet the definition of a business, then the acquired IPR&D is expensed on its acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. IPR&D projects are considered to be indefinite-lived until completion of the associated R&D efforts. If and when development is complete, which generally occurs when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Intangible assets related to IPR&D projects are reviewed for impairment at least annually, as of October 1 st , until commercialization, after which time the IPR&D is amortized over its estimated useful life. Impairment of Long-lived Assets The Company evaluates the carrying value of long-lived assets, except for goodwill and indefinite lived intangible assets, whenever events or changes in circumstances indicate that the carrying amounts of the relevant assets may not be recoverable. When such a determination is made, management’s estimate of undiscounted cash flows to be generated by the use and ultimate disposition of these assets is compared to the carrying value of the assets to determine whether the carrying value is recoverable. If the carrying value is deemed not to be recoverable, the amount of the impairment recognized in the Consolidated Financial Statements is determined by estimating the fair value of the relevant assets and recording an impairment loss for the amount by which the carrying value exceeds the estimated fair value. The Company calculates the fair value using significant estimates and assumptions including but not limited to: revenues and operating profits related to the products, existing competitive activities and acts by governments and courts. Changes in these estimates and assumptions could materially affect the determination of fair value. Should the fair value of long-lived assets decline, charges for impairment may be necessary. Fair Value Measurements The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements: • Level 1 - Fair values are determined utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access; • Level 2 - Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The majority of the Company's financial assets have been classified as Level 1 and 2. The Company's financial assets, which include cash equivalents, derivative contracts, marketable equity and debt securities, and plan assets for deferred compensation, have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third-party pricing services or other market observable data. The Company utilizes industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. Accounts receivable The Company's accounts receivable arise from Product sales and represent amounts due from its customers. The Company monitors the financial performance and credit worthiness of its large customers so that it can assess and respond to changes in their credit profile. The Company provides reserves against accounts receivable for estimated losses, if any, that may result from a customer's inability to pay. Amounts determined to be uncollectible are written-off against the reserve. Investments The Company has certain investments in pharmaceutical and biotechnology companies whose securities are not publicly traded and where fair value is not readily available. These investments are recorded using either the cost method or the equity method of accounting, depending on its ownership percentage and other factors that suggest the Company has significant influence. Under the equity method of accounting, the Company records its investments in equity-method investees in the consolidated balance sheet under Investments and its share of the investees’ earnings or losses together with other-than- temporary impairments in value under Equity in earnings/(losses) of equity method investees, net of taxes in the Consolidated Statements of Operations. The Company monitors these investments to evaluate whether any decline in their value has occurred that would be other-than-temporary, based on the implied value of recent company financings, public market prices of comparable companies, and general market conditions. All other equity investments, which consist of investments for which the Company does not have the ability to exercise significant influence, are accounted for under the cost method or at fair value. Investments in private companies are carried at cost, less provisions for other-than-temporary impairment in value. For investments in equity investments that have readily determinable fair values, the Company classifies its equity investments as available-for-sale and, accordingly, records these investments at their fair values with unrealized holding gains and losses included in the Consolidated Statements of Comprehensive Income, net of any related tax effect. Realized gains and losses, and declines in value of available-for-sale securities judged to be other-than-temporary, are included in Other income/(expense), net in the Consolidated Statements of Operations. The cost of securities sold is based on the specific identification method. Interest on securities classified as available-for-sale is included as Interest income in the Consolidated Statements of Operations. Inventories Inventories are stated at the lower of cost, computed using the first-in, first-out method, and net realizable value. The inventory costs are classified as long term when the Company expects to utilize the inventory beyond the normal operating cycle and includes these costs in Other non-current assets in the Consolidated Balance Sheets. Capitalization of Inventory Costs The Company capitalizes inventory costs associated with its products prior to regulatory approval, when, based on management’s judgment, future commercialization is considered highly probable and the future economic benefit is expected to be realized. Obsolescence and Unmarketable Inventory Inventories are written down for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about future demand and market conditions. Amounts written down due to obsolescence and unmarketable inventory are charged to Cost of sales. Property, plant and equipment Property, plant and equipment are carried at cost, net of accumulated depreciation and impairment losses. Property, plant and equipment are subject to review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The cost of normal, recurring, or periodic repairs and maintenance activities related to property, plant and equipment are expensed as incurred. The cost for planned major maintenance activities, including the related acquisition or construction of assets, is capitalized if the repair will result in future economic benefits. Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the useful life of the underlying asset. The Company also capitalizes certain direct and incremental costs associated with the validation effort required for licensing by regulatory agencies of new manufacturing equipment for the production of a commercially approved drug. These costs primarily include direct labor and material and are incurred in preparing the equipment for its intended use. The validation costs are amortized over the useful life of the related equipment. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives as follows: Asset category Estimated useful lives Land Not depreciated Buildings and leasehold improvements 15 to 50 years Office furniture, fittings and equipment 3 to 10 years Machinery, equipment and other 3 to 15 years At the time property, plant and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts. The profit or loss on such disposition is reflected in operating income. Assets Held for Sale The Company classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: • management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; • the asset or disposal group is available for immediate sale in its present condition; • an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; • the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; • the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and • 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. The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. The Company assesses the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the Company ceases depreciation. Discontinued operations Discontinued operations comprise those activities that were disposed of during the period or which were classified as held for sale at the end of the period, and represent a separate major line of business or geographical area that can be clearly distinguished for operational and financial reporting purposes. Contingent consideration payable Contingent consideration payable represents future milestones and royalties the Company may be required to pay in conjunction with various business combinations. The amounts ultimately payable by the Company are dependent upon the successful achievement of the underlying scientific or commercial event and future net sales of the relevant products over applicable term. The Company records an obligation for such contingent payments at fair value on the acquisition date. The Company assesses the probability, and estimated timing, of these milestones being achieved and the present value of forecast future net sales of the relevant products and re-measures the related contingent consideration to fair value each balance sheet date. The amount of contingent consideration which may ultimately be payable by Shire in relation to future royalties is dependent upon future net sales of the relevant products over the life of the royalty term. The fair value of the Company’s contingent consideration payable, which is considered as Level 3 within the fair value hierarchy, could significantly increase or decrease due to changes in certain assumptions which underpin the fair value measurements. Each set of assumptions and milestones is specific to the individual contingent consideration payable. The assumptions include, among other things, the probability of, and period in which, the relevant milestone event is expected to be achieved; the amount of royalties that will be payable based on forecast net sales of the relevant products; and the discount rates to be applied in calculating the present values of the relevant milestone or royalty. The Company regularly reviews these assumptions, and makes adjustments to the fair value measurements as required by facts and circumstances. Derivative financial instruments The Company uses derivative financial instruments to manage its exposure to foreign exchange risk to earnings relating to forecasted transactions and recognized assets and liabilities. For each derivative instrument that is designated and effective as a cash flow hedge, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income (AOCI) and then recognized in earnings consistent with the underlying hedged item. Cash flow hedges are classified in revenues and cost of sales and primarily relate to forecasted third-party sales denominated in foreign currencies and forecasted intercompany sales denominated in foreign currencies, respectively. In its application of hedge accounting, the Company assesses, both at inception and on a prospective basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of the hedged items. The Company also assesses hedge effectiveness on a retrospective basis every quarter with any hedge ineffectiveness recorded to the Consolidated Statements of Operations. The Company uses forward contracts to mitigate the effects of changes in foreign exchange relating to certain of the Company’s intercompany and third-party receivables and payables. These derivative instruments generally are not formally designated as hedges and the terms of these instruments generally do not exceed three months. The fair values of these instruments are included in the Consolidated Balance Sheets in Current assets or Current liabilities, with changes in the fair value recognized in the Consolidated Statements of Operations. The cash flows relating to these instruments are presented within Net cash provided by operating activities in the Consolidated Statements of Cash Flows, unless the derivative instruments are economically hedging specific investing or financing activities. Translation of foreign currency The functional currency for most of the foreign subsidiaries is their local currency. For the non-U.S. subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange at the balance sheet date. Income and expense items are translated at the average foreign exchange rates for the period. Adjustments resulting from the translation of the financial statements of the foreign operations into U.S. dollars are excluded from the determination of Net income and are recorded in AOCI, a separate component of equity. For subsidiaries where the functional currency of the assets and liabilities differ from the local currency, non-monetary assets and liabilities are translated at the rate of exchange in effect on the date assets were acquired while monetary assets and liabilities are translated at current rates of exchange as of the balance sheet date. Income and expense items are translated at the average foreign currency rates for the period. Translation adjustments of these subsidiaries are included in Other income/(expense), net. Foreign currency exchange transaction (losses)/gains included in Consolidated Statements of Operations in the years ended December 31, 2017 , 2016 and 2015 amounted to $(97.3) million , $17.7 million and $(26.5) million , respectively. Cost of sales Cost of sales includes the cost of purchasing finished product for sale, the cost of raw materials and costs of manufacturing those products including shipping and handling costs, depreciation and amortization of intangible assets in respect of favorable manufacturing contracts. Royalties payable to third party intellectual property owners related to the sold products are also included in Cost of sales. Research and development (R&D) expense Research and development expenses consist of compensation and benefits, facilities and overhead expenses, clinical trial expenses and fees paid to contract research organizations (CROs), clinical supply and manufacturing expenses and upfront fees and milestones paid to collaborators. R&D expense also includes the impairment charges related |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Acquisition of Baxalta On June 3, 2016, Shire acquired all of the outstanding common stock of Baxalta for $18.00 per share in cash and 0.1482 Shire American Depository Shares (ADSs) per Baxalta share, or if a former Baxalta shareholder properly elected, 0.4446 Shire ordinary shares per Baxalta share. Baxalta was a global biopharmaceutical company that focused on developing, manufacturing and commercializing therapies for orphan diseases and underserved conditions in hematology, immunology and oncology. The purchase price consideration for the acquisition of Baxalta was finalized in the second quarter of 2017. The fair value of the purchase price consideration consisted of the following: (In millions) Fair value Cash paid to shareholders $ 12,366.7 Fair value of stock issued to shareholders 19,353.2 Fair value of partially vested stock options and RSUs assumed 508.8 Contingent consideration payable 165.0 Total purchase price consideration $ 32,393.7 The acquisition of Baxalta was accounted for as a business combination using the acquisition method of accounting. Shire issued 305.2 million shares to former Baxalta shareholders at the date of the acquisition. For a more detailed description of the fair value of the partially vested stock options and RSUs assumed, refer to Note 23 , Share-based Compensation Plans, to the Consolidated Financial Statements set forth in this Annual Report on Form 10-K. The assets acquired and the liabilities assumed from Baxalta have been recorded at their fair value as of June 3, 2016, the date of acquisition. The Company’s Consolidated Financial Statements included the results of Baxalta from the date of acquisition. The amount of Baxalta’s post-acquisition revenues included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2016 was $4,011.6 million . After the closing of the acquisition, the Company began integrating Baxalta and as such the combined business is now sharing various research and development and selling, general and administrative functions. As a result, computing a separate measure of Baxalta’s stand-alone profitability for periods after the acquisition date is not practical. The purchase price allocation for the acquisition of Baxalta was finalized in the second quarter of 2017. The Company's allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date, including measurement period adjustments, is outlined below. (In millions) Preliminary value as of acquisition date (as previously reported as of December 31, 2016) Measurement period adjustments Fair value ASSETS Current assets: Cash and cash equivalents $ 583.2 $ — $ 583.2 Accounts receivable 1,069.7 (96.4 ) 973.3 Inventories 3,893.4 81.2 3,974.6 Other current assets 576.0 5.3 581.3 Total current assets 6,122.3 (9.9 ) 6,112.4 Property, plant and equipment 5,452.7 (46.5 ) 5,406.2 Investments 128.2 — 128.2 Goodwill 11,422.4 1,076.2 12,498.6 Intangible assets Currently marketed products 21,995.0 (830.0 ) 21,165.0 In-Process Research and Development (IPR&D) 730.0 (570.0 ) 160.0 Contract based arrangements 42.2 — 42.2 Other non-current assets 155.0 69.7 224.7 Total assets $ 46,047.8 $ (310.5 ) $ 45,737.3 LIABILITIES Current liabilities: Accounts payable and accrued expenses $ 1,321.9 $ (2.7 ) $ 1,319.2 Other current liabilities 354.4 9.0 363.4 Long term borrowings and capital leases 5,424.9 — 5,424.9 Deferred tax liability 5,445.3 (315.0 ) 5,130.3 Other non-current liabilities 1,103.6 2.2 1,105.8 Total liabilities $ 13,650.1 $ (306.5 ) $ 13,343.6 Fair value of identifiable assets acquired and liabilities assumed $ 32,397.7 $ (4.0 ) $ 32,393.7 Consideration Fair value of purchase consideration $ 32,397.7 $ (4.0 ) $ 32,393.7 The measurement period adjustments for Intangible assets reflect changes in the estimated fair value of currently marketed products and IPR&D. Changes are mainly related to finalizing the unit of account judgments and other changes in estimates including Cost of sales allocation and royalty expense. The measurement period adjustments for Inventory primarily reflect refinements in the estimated selling price of inventory. The changes in the estimated fair values primarily are to more accurately reflect market participant assumptions about facts and circumstances existing as of the acquisition date. The measurement period adjustments did not result from intervening events subsequent to the acquisition date. As a result of measurement period adjustments related to the change in fair value of currently marketed products and inventory, a charge of $85.2 million was recognized in Cost of sales and a benefit of $23.3 million was recognized in Amortization of acquired intangible assets, respectively, in the Company's Consolidated Statements of Operations. These adjustments would have been recorded during the year ended December 31, 2016 if these adjustments had been recognized as of the acquisition date. Intangible assets The fair value of the identifiable intangible assets has been estimated using an income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the incremental after tax cash flows an asset would generate over its remaining useful life. The useful lives for currently marketed products were determined based upon the remaining useful economic lives of the assets that are expected to contribute to future cash flows. Currently marketed products totaling $21,165.0 million relate to intellectual property (IP) rights acquired for Baxalta’s currently marketed products. The estimated useful life of the intangible assets related to currently marketed products range from 6 to 23 years (weighted average 21 years), with amortization being recorded on a straight-line basis. IPR&D intangible assets totaling $160.0 million represent the value assigned to research and development (R&D) projects acquired. The IPR&D intangible assets are capitalized and accounted for as indefinite-lived intangible assets and will be subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the Company will make a separate determination of the estimated useful life of the IPR&D intangible asset and the related amortization will be recorded as an expense over the estimated useful life. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each asset or product (including net revenues, cost of sales, R&D costs, selling and marketing costs, working capital/asset contributory asset charges and other cash flow assumptions), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, the potential regulatory and commercial success risks, competitive trends impacting the asset and each cash flow stream as well as other factors. The discount rate used to arrive at the present value at the acquisition date of the IPR&D intangible assets was 9.5% to reflect the internal rate of return and incremental commercial uncertainty in the cash flow projections. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results. Goodwill Goodwill of $12,498.6 million , which is not deductible for tax purposes, includes the expected synergies that will result from combining the operations of Baxalta with Shire, intangible assets that do not qualify for separate recognition at the time of the acquisition, the value of the assembled workforce, and impacted by establishing a deferred tax liability for the acquired identifiable intangible assets which have no tax basis. Contingent consideration The Company acquired certain contingent obligations classified as contingent consideration related to Baxalta’s historical business combinations. Additional consideration is conditionally due upon the achievement of certain milestones related to the development, regulatory, first commercial sale and other sales milestones, which could total up to approximately $1.5 billion . The Company may also pay royalties based on certain product sales. The Company estimated the fair value of the assumed contingent consideration to be $165.0 million using a probability weighting approach that considered the possible outcomes based on assumptions related to the timing and probability of the product launch date, discount rates matched to the timing of first payment and probability of success rates and discount adjustments on the related cash flows. Inventory The estimated fair value of work-in-process and finished goods inventory was determined utilizing the net realizable value, 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. The fair value adjustment related to inventory is expensed based on the expected product-specific inventory utilization, which is reviewed on a periodic basis and is recorded within Cost of sales in the Company's Consolidated Statements of Operations. Retirement plans The Company assumed pension plans as part of the acquisition of Baxalta, including defined benefit and post-retirement benefit plans in the U.S. and foreign jurisdictions, which had a net liability balance of $610.4 million . As of June 3, 2016, the Baxalta defined benefit pension plans had assets with a fair value of $358.5 million . Integration and acquisition costs In the year ended December 31, 2017 , the Company expensed $763.9 million relating to the acquisition and integration of Baxalta, which have been recorded within Integration and acquisition costs in the Company’s Consolidated Statements of Operations. Refer to Note 5 , Integration and Acquisition Costs , for further information regarding the Company's Integration and acquisition costs for the year ended December 31, 2017 . Supplemental disclosure of pro forma information The following unaudited pro forma financial information presents the combined results of the operations of Shire and Baxalta as if the acquisition of Baxalta had occurred as of January 1, 2015. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations actually would have been had the respective acquisition been completed on January 1, 2015. In addition, the unaudited pro forma financial information does not purport to project the future results of operations of the combined Company. Year ended December 31, (In millions, except per share amounts) 2016 Revenues $ 13,999.6 Net income from continuing operations 2,213.6 Per share amounts: Net income from continuing operations per share - basic $ 2.87 Net income from continuing operations per share - diluted $ 2.85 The unaudited pro forma financial information above reflects the following pro forma adjustments: (i) an adjustment to increase net income for the year ended December 31, 2016 by $678.9 million to eliminate integration and acquisition related costs incurred by Shire and Baxalta; (ii) an adjustment to increase net income for the year ended December 31, 2016 by $847.9 million to reflect the expense related to the unwind of inventory fair value adjustments as inventory is sold; (iii) an adjustment to increase amortization expense for the year ended ended December 31, 2016 by $304.0 million related to the identifiable intangible assets acquired; and (iv) an adjustment to decrease net income for the year ended December 31, 2016 by $42.5 million , primarily related to the additional interest expense associated with the debt incurred to partially fund the acquisition of Baxalta and the amortization of related deferred debt issuance costs. The adjustments above are stated net of their tax effects, where applicable. Acquisition of Dyax On January 22, 2016, Shire acquired all of the outstanding common stock of Dyax for $37.30 per share in cash. Under the terms of the merger agreement, former Dyax shareholders may receive additional value through a non-tradable contingent value right worth $4.00 per share, payable upon U.S. Food and Drug Administration (FDA) approval of SHP643 (formerly DX-2930) in Hereditary Angioedema (HAE). Dyax was a publicly-traded, Massachusetts-based rare disease biopharmaceutical company primarily focused on the development of plasma kallikrein (pKal) inhibitors for the treatment of HAE. Dyax’s most advanced clinical program was SHP643, a Phase 3 program with the potential for improved efficacy and convenience for HAE patients. SHP643 has received Fast Track, Breakthrough Therapy, and Orphan Drug Designations by the FDA and has also received Orphan Drug status in the EU. Dyax’s sole marketed product, KALBITOR, is a pKal inhibitor for the treatment of acute attacks of HAE in patients 12 years of age and older. The acquisition of Dyax was accounted for as a business combination using the acquisition method. The acquisition-date fair value consideration was $6,330.0 million , comprising cash paid on closing of $5,934.0 million and the fair value of the contingent value right of $396.0 million (maximum payable $646.0 million ). The assets acquired and the liabilities assumed from Dyax have been recorded at their fair value as of January 22, 2016, the date of acquisition. The Company’s Consolidated Financial Statements include the results of Dyax as of January 22, 2016. The amount of Dyax’s post-acquisition revenues included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2016 is $77.1 million . After the closing of the acquisition, the Company began integrating Dyax and as such the combined business is now sharing various research and development and selling, general and administrative functions. As a result, computing a separate measure of Dyax's stand-alone profitability for periods after the acquisition date is not practical. The purchase price allocation for the acquisition of Dyax was finalized in the first quarter of 2017. The allocation of the total purchase price is outlined below. (In millions) Fair value ASSETS Current assets: Cash and cash equivalents $ 241.2 Accounts receivable 22.5 Inventories 20.2 Other current assets 8.1 Total current assets 292.0 Property, plant and equipment 5.8 Goodwill 2,702.1 Intangible assets Currently marketed projects 135.0 IPR&D 4,100.0 Contract based royalty arrangements 425.0 Other non-current assets 28.6 Total assets $ 7,688.5 LIABILITIES Current liabilities: Accounts payable and accrued expenses $ 30.0 Other current liabilities 1.7 Deferred tax liability 1,325.4 Other non-current liabilities 1.4 Total liabilities $ 1,358.5 Fair value of identifiable assets acquired and liabilities assumed $ 6,330.0 Consideration Fair value of purchase consideration $ 6,330.0 Currently marketed products Currently marketed products totaling $135.0 million relate to intellectual property rights acquired for KALBITOR. The fair value of the currently marketed product has been estimated using an income approach, based on the present value of incremental after tax cash flows attributable to KALBITOR. The estimated useful life of the KALBITOR intangible asset is 18 years, with amortization being recorded on a straight-line basis. IPR&D The IPR&D asset of $4,100.0 million relates to Dyax’s clinical program SHP643, a Phase 3 program with the potential for improved efficacy and convenience for HAE patients. The IPR&D intangible asset is capitalized and accounted for as indefinite-lived intangible assets and will be subject to impairment testing until completion or abandonment of the projects. The fair value of this IPR&D asset was estimated based on an income approach, using the present value of incremental after tax cash flows expected to be generated by this development project. The estimated cash flows have been probability adjusted to take into account the development stage of completion and the remaining risks and uncertainties surrounding the future development and commercialization. The estimated probability adjusted after tax cash flows used to estimate the fair value of intangible assets have been discounted at 9% . Royalty rights Intangible assets totaling $425.0 million relate to royalty rights arising from licensing agreements of a portfolio of product candidates. This portfolio includes two approved products, marketed by Eli Lilly & Company, and various development-stage products. Multiple product candidates with other pharmaceutical companies are in various stages of clinical development for which the Company is eligible to receive future royalties and/or milestone payments. The fair value of these royalty rights has been estimated using an income approach, based on the present value of incremental after-tax cash flows attributable to each royalty right. The estimated useful lives of these royalty rights range from seven to nine years (weighted average eight years), with amortization being recorded on a straight-line basis. Goodwill Goodwill of $2,702.1 million , which is not deductible for tax purposes, includes the expected synergies that will result from combining the operations of Dyax with Shire; intangible assets that do not qualify for separate recognition at the time of the acquisition; the value of the assembled workforce; and impacted by establishing a deferred tax liability for the acquired identifiable intangible assets which have no tax basis. Supplemental disclosure of pro forma information The following unaudited pro forma financial information presents the combined results of the operations of Shire and Dyax as if the acquisitions of Dyax had occurred as of January 1, 2015. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations actually would have been had the respective acquisition been completed at the date indicated. In addition, the unaudited pro forma financial information does not purport to project the future results of operations of the combined Company. Year ended December 31, (In millions, except per share amounts) 2016 Revenues $ 11,402.5 Net income from continuing operations 792.2 Per share amounts: Net income from continuing operations per share - basic $ 1.03 Net income from continuing operations per share - diluted $ 1.02 The unaudited pro forma financial information above reflects the following pro forma adjustments: (i) an adjustment to increase net income for the year ended December 31, 2016 by $111.1 million to eliminate acquisition related costs incurred by Shire and Dyax and (ii) an adjustment to increase amortization expense for the year ended December 31, 2016 by $1.3 million related to the identifiable intangible assets acquired. The adjustments above are stated net of their tax effects, where applicable. |
Collaborative and Other Licensi
Collaborative and Other Licensing Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Collaborative and Other Licensing Arrangements Disclosure [Abstract] | |
Collaborative and Other Licensing Arrangements | Collaborative and Other Licensing Arrangements The Company is party to certain collaborative and licensing arrangements. In some of these arrangements, Shire and the licensee are both actively involved in the development and commercialization of the licensed product and have exposure to risks and rewards dependent on its commercial success. Out-licensing arrangements The Company has entered into various licensing arrangements where it has licensed certain product or intellectual property rights for consideration such as up-front payments, development milestones, sales milestones and/or royalty payments. Under the terms of these licensing arrangements, the Company may receive development milestone payments up to an aggregate amount of $10.3 million and sales milestones up to an aggregate amount of $91.0 million . The receipt of these substantive milestones is uncertain and contingent on the achievement of certain development milestones or the achievement of a specified level of annual net sales by the licensee. During the years ended 2017 and 2016 , the Company received cash related to up-front and milestone payments of $9.1 million and $10.5 million , respectively. During the years ended 2017 , 2016 and 2015 , the Company recognized milestone income of $82.5 million , $17.4 million and $8.9 million , respectively, in other revenues, and $34.6 million , $63.0 million and $51.0 million , respectively, in product sales for shipment of product to the relevant licensee. Collaboration and in-licensing arrangements The Company is party to various collaborative and in-licensing arrangements. These agreements generally provide for commercialization rights to a product or products being developed by the counterparty, and in exchange often resulted in an upfront payment upon execution of the agreement and an obligation that the Company make future development, regulatory approval or commercial milestone payments as well as royalty payments. Under the terms of these licensing arrangements, the Company made an initial $47.5 million , $110.0 million and $nil upfront license payment and milestone payments during the years ended 2017 , 2016 and 2015 , respectively, which were included in Research and development expense in the Company's Consolidated Statements of Operations. As of the December 31, 2017 , the Company had the potential to make future payments related to option fees and development, regulatory and commercialization milestones totaling up to $5.5 billion , excluding potential future royalty payments. The following is a description of the Company's significant collaboration agreements, including those that were acquired by the Company. The acquisition-date fair value of the collaboration agreements acquired from Baxalta was included in the IPR&D. Rani Therapeutics LLC In December 2017, Shire entered into a collaboration agreement with Rani Therapeutics, LLC (Rani) to conduct research on the use of the RANI PILL technology for oral delivery of Factor VIII (FVIII) therapy for patients with hemophilia A. The collaboration agreement grants Shire an exclusive option to negotiate a license to develop and commercialize the technology for delivery of FVIII therapy following completion of feasibility studies. Shire also made an equity investment in Rani. Novimmune S.A. In July 2017, Shire entered into a licensing agreement with Novimmune S.A. (Novimmune). The license grants Shire exclusive worldwide rights to develop and commercialize a bi-specific antibody in pre-clinical development for the treatment of hemophilia A and hemophilia A patients with inhibitors. Under the terms of the agreement, Shire will develop, and if approved, commercialize the product. Shire made an initial upfront license payment. Novimmune will be entitled to receive additional potential milestone payments based on clinical, regulatory and commercial milestones and single-digit royalties. Parion Sciences Inc. In May 2017, Shire entered into an agreement to license the exclusive worldwide rights to SHP659 (formerly known as P-321) from Parion Sciences Inc. (Parion). SHP659 is a Phase 2 investigational epithelial sodium channel inhibitor for the potential treatment of dry eye disease in adults. Under the terms of the agreement, Shire will develop, and if approved, commercialize this compound. Shire made an initial upfront license payment. Parion will be entitled to receive additional potential milestone payments based on clinical, regulatory and commercial milestones and Parion has the option to co-fund through additional stages of development in exchange for enhanced tiered low double-digit royalties. In addition, Parion has the option to co-fund commercialization activities and participate in the financial outcome from those activities. Pfizer Inc. In July 2016, the Company licensed the global rights to all indications for SHP647 from Pfizer Inc. (Pfizer) SHP647 is an investigational biologic being evaluated for the treatment of moderate-to-severe inflammatory bowel disease. Under the terms of the agreement, Pfizer received an upfront payment and eligible to receive milestone payments based on clinical, regulatory and commercialization milestones and low double-digit royalties on any potential sales if the product is approved. Precision BioSciences Inc. In June 2016, the Company acquired a strategic immuno-oncology collaboration with Precision BioSciences Inc. (Precision). The Company acquired the collaboration through the acquisition of Baxalta. Together, Shire and Precision will develop chimeric antigen receptor (CAR) T cell therapies for up to six unique targets. On a product-by-product basis, following successful completion of early-stage research activities up to and including Phase 2 clinical trials, Shire will have exclusive option rights to complete late-stage development and worldwide commercialization. Precision is responsible for development costs for each target prior to option exercise. Precision also has the right to participate in the development and commercialization of any licensed products resulting from the collaboration through a 50/50 co-development and co-promotion option in the United States. Precision is eligible to receive option fees and milestone payments based on development, regulatory and commercialization milestones, in addition to future royalty payments. Symphogen In June 2016, the Company acquired a research, option and commercial agreement with Symphogen. The Company acquired the agreement through the acquisition of Baxalta. Under the terms of the agreement, Shire and Symphogen plan to develop checkpoint inhibitor therapies for up to six unique targets. On a product-by-product basis, following successful completion of early-stage research activities up to and including Phase 1 clinical trials, Shire will have exclusive option rights to complete late-stage development and worldwide commercialization. Symphogen is responsible for development costs for each target prior to such option exercise. Symphogen is eligible to receive milestone payments based on development, regulatory and commercialization milestones achieved after option exercise for all six proteins and future royalty payments. Ipsen Bioscience Inc. In June 2016, the Company acquired an exclusive license agreement with Ipsen Bioscience Inc.'s predecessor, Merrimack Pharmaceuticals, Inc. (Merrimack) relating to the development and commercialization of ONIVYDE (nanoliposomal irinotecan injection) (nal-IRI). The Company acquired the agreement through the acquisition of Baxalta. The arrangement includes all potential indications for nal-IRI across all markets with the exception of the U.S. and Taiwan. The first indication being pursued is for the treatment of patients with metastatic pancreatic cancer who were previously treated with gemcitabine-based therapy. Ipsen is eligible to receive milestone payments related to development, regulatory and commercialization milestones. |
Integration and Acquisition Cos
Integration and Acquisition Costs | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Integration and Acquisition Costs | Integration and Acquisition Costs For the year ended December 31, 2017 , Shire recorded Integration and acquisition costs of $894.5 million , primarily due to the acquisition and integration of Baxalta. A charge of $120.7 million relating to the change in fair value of contingent consideration payable is included in these costs. The Company entered its second phase of integration activities during 2017 . The costs associated with this phase primarily related to headcount reduction as the Company advanced and completed certain activities related to exiting transition services agreements (TSA) with Baxter, integrating legal entities and rationalization of the Company's manufacturing facilities. For further details on existing agreements with Baxter, refer to Note 28 , Agreements and Transactions with Baxter , of these Consolidated Financial Statements. The Company also drove savings through the continued prioritization of its research and development programs and continued consolidation of its commercial operations . The integration of Baxalta is estimated to be completed by mid to late 2019. The Baxalta integration and acquisition costs include $211.6 million of employee severance and acceleration of stock compensation, $140.3 million of third-party professional fees, $89.9 million of expenses associated with facility consolidations and $231.7 million of asset impairments for the year ended December 31, 2017 . The Company expects the majority of these expenses, except for certain costs related to facility consolidations, to be paid within 12 months from the date the related expenses were incurred. The following table summarizes the type and amount of cost recorded and the related reserve for the years ended December 31, 2017 and 2016: (In millions) Severance and employee benefits Lease terminations Total As of January 1, 2016 $ — $ — $ — Amount charged to integration costs 267.3 — 267.3 Paid/utilized (193.3 ) — (193.3 ) As of December 31, 2016 $ 74.0 $ — $ 74.0 Amount charged to integration costs 175.2 72.7 247.9 Paid/utilized (176.3 ) (16.1 ) (192.4 ) As of December 31, 2017 $ 72.9 $ 56.6 $ 129.5 For the year ended December 31, 2016 , Shire recorded Integration and acquisition costs of $883.9 million primarily related to the acquisition and integration of Dyax and Baxalta. These costs primarily consist of $463.4 million of employee severance and acceleration of stock compensation, $378.7 million of third-party professional fees, $58.1 million of contract terminations and a credit of $11.1 million relating to the change in fair value of contingent consideration. For the year ended December 31, 2015 , Shire recorded net integration and acquisition costs of $39.8 million . The net integration and acquisition costs principally comprises costs related to the acquisition and integration of NPS Pharma, Viropharma, Dyax and Baxalta of $189.7 million , offset by a net credit relating to the change in the fair value of contingent consideration liabilities of $149.9 million . This net credit principally relates to the acquisition of Lumena, reflecting the agreement in the third quarter of 2015 to settle all future contingent milestones payable to former Lumena shareholders for a one-time cash payment of $90.0 million and the acquisition of Lotus Tissue Repair, Inc. reflecting a lower probability of success for the SHP608 asset (for the treatment of Dystrophic Epidermolysis Bullosa (DEB)) as a result of certain preclinical toxicity findings. |
Reorganization Costs
Reorganization Costs | 12 Months Ended |
Dec. 31, 2017 | |
Reorganizations [Abstract] | |
Reorganization Costs | Reorganization Costs The Company incurred Reorganization costs totaling $47.9 million during the year ended December 31, 2017 . The costs primarily related to the planned closure of certain facilities and associated costs of $28.1 million and employee termination and other costs of $10.6 million . As of December 31, 2017 , cash payments associated with these costs were not significant. Other restructuring charges recorded, which were not significant, during the year ended December 31, 2017 relate to professional and consulting fees. The Company incurred reorganization costs totaling $121.4 million during the year ended December 31, 2016. The costs primarily related to the planned closure of certain manufacturing facilities and associated asset impairments of $77.4 million and employee termination and other costs of $16.2 million . As of December 31, 2016, cash payments associated with these costs were not significant. Other restructuring charges recorded, which were not significant for the year ended December 31, 2016, relate to the closure of other offices and the related employee relocation. In October 2014, the Company announced its plans to relocate positions to Lexington, Massachusetts from its Chesterbrook, Pennsylvania site and establish Lexington as the Company’s U.S. operational headquarters in continuation of the One Shire efficiency program. During 2015, the Company incurred reorganization costs totaling $97.9 million , primarily related to employee involuntary termination benefits and other reorganization costs primarily related to the Company's One Shire business reorganization. The One Shire reorganization was substantially completed as of December 31, 2015. |
Results of Discontinued Operati
Results of Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Results of Discontinued Operations | Results of Discontinued Operations Following the divestment of the Company’s DERMAGRAFT business in January 2014, the operating results associated with the DERMAGRAFT business have been classified as discontinued operations in the Company’s Consolidated Statements of Operations for all periods presented. During the year ended December 31, 2017 , the Company recorded a gain of $18.0 million (net of tax of $8.9 million ), primarily related to legal contingencies related to the divested DERMAGRAFT business and the release of escrow to Shire. In January 2017, Shire entered into a final settlement agreement with the Department of Justice (DOJ) in the amount of $350.0 million , plus interest which was accrued in 2016 and paid during 2017. After the civil settlement with the DOJ was finalized, Shire and Advanced BioHealing Inc.'s (ABH) equity holders entered into a settlement agreement and ABH’s equity holders released the $37.5 million escrow to Shire. Shire released the claims against ABH equity holders upon receiving the entire amount held in escrow. During the year ended December 31, 2016 , the Company recorded a loss of $276.1 million (net of tax benefit of $98.8 million ), primarily related to legal contingencies related to the divested DERMAGRAFT business. During the year ended December 31, 2015 , the Company recorded a loss from discontinued operations of $34.1 million (net of tax benefit of $18.9 million ), primarily relating to a change in estimate in relation to reserves for onerous leases retained by the Company. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable as of December 31, 2017 of $3,009.8 million ( December 31, 2016 : $2,616.5 million ), are stated at the invoiced amount and net of reserve for discounts and doubtful accounts of $271.5 million ( December 31, 2016 : $169.6 million ). Reserve for discounts and doubtful accounts: (In millions) 2017 2016 2015 As of January 1, $ 169.6 $ 55.8 $ 48.5 Provision charged to operations 1,408.1 838.1 424.2 Payments/credits (1,306.2 ) (724.3 ) (416.9 ) As of December 31, $ 271.5 $ 169.6 $ 55.8 As of December 31, 2017 , accounts receivable included $106.6 million ( December 31, 2016 : $102.2 million ) related to royalties receivable. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are stated at the lower of cost and net realizable value. Inventories comprise: (In millions) December 31, 2017 December 31, 2016 Finished goods $ 926.1 $ 1,380.0 Work-in-progress 1,574.0 1,491.0 Raw materials 791.4 691.3 $ 3,291.5 $ 3,562.3 For a more detailed description of inventories acquired, refer to Note 3 , Business Combinations , to these Consolidated Financial Statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Components of prepaid expenses and other current assets are summarized as follows: December 31, December 31, (In millions) 2017 2016 Prepaid expenses $ 242.6 $ 183.9 Income tax receivable 179.9 237.5 Value added taxes receivable 59.8 40.3 Other current assets 313.0 344.6 $ 795.3 $ 806.3 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment are recorded at historical cost, net of accumulated depreciation. Components of Property, plant and equipment, net are summarized as follows: (In millions) December 31, 2017 December 31, 2016 Land $ 332.3 $ 337.9 Buildings and leasehold improvements 1,940.7 1,915.4 Machinery, equipment and other 3,106.3 2,547.2 Assets under construction 2,568.2 2,632.5 Total property, plant and equipment at cost 7,947.5 7,433.0 Less: Accumulated depreciation (1,312.1 ) (963.4 ) Property, plant and equipment, net $ 6,635.4 $ 6,469.6 Depreciation expense for the years ended December 31, 2017 , 2016 and 2015 was $495.8 million , $292.9 million and $138.5 million , respectively. During 2017, the Company determined it would divest certain facilities as part of its integration efforts. As of December 31, 2017 , the Company classified $19.2 million of assets as held for sale, which were reported in Prepaid expenses and other current assets. The $19.2 million of held for sale assets was net of $27.7 million of impairment charges recorded during 2017 and consisted primarily of property, plant and equipment. The impairment charges were reported in Integration and acquisition costs. The Company also completed the sales of certain assets during 2017 that were previously classified as held for sale for total cash proceeds of $34.6 million . Prior to the sales, the Company recorded held for sale impairment charges of $44.1 million on those assets in 2017, which were also reported in Integration and acquisition costs. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible assets The following table summarizes the Company's intangible assets: (In millions) Currently marketed products IPR&D Other intangible assets Total December 31, 2017 Gross acquired intangible assets $ 31,973.5 $ 5,113.9 $ 835.9 $ 37,923.3 Accumulated amortization (4,549.2 ) — (328.0 ) (4,877.2 ) Intangible assets, net $ 27,424.3 $ 5,113.9 $ 507.9 $ 33,046.1 December 31, 2016 Gross acquired intangible assets $ 31,217.5 $ 5,746.6 $ 842.2 $ 37,806.3 Accumulated amortization (2,908.6 ) — (200.2 ) (3,108.8 ) Intangible assets, net $ 28,308.9 $ 5,746.6 $ 642.0 $ 34,697.5 Other intangible assets are comprised primarily of royalty rights and other contract rights associated with Baxalta, Dyax and NPS. The change in the net book value of intangible assets for the years ended December 31, 2017 and 2016 is shown in the table below: (In millions) 2017 2016 As of January 1, $ 34,697.5 $ 9,173.3 Acquisitions (1,385.0 ) 27,462.8 Amortization charged (1,768.4 ) (1,173.4 ) Impairment charges (20.0 ) (8.9 ) Foreign currency translation 1,522.0 (756.3 ) As of December 31, $ 33,046.1 $ 34,697.5 The decrease in Intangible assets, net during the year ended December 31, 2017 relates to the measurement period adjustments of the acquisition of Baxalta and amortization of intangible assets. For a more detailed description of measurement period adjustments, refer to Note 3 , Business Combinations , to these Consolidated Financial Statements. In connection with the acquisition of Baxalta, the Company acquired IP rights related to currently marketed products of $21,165.0 million , IPR&D assets of $160.0 million and other contract rights of $42.2 million . For a more detailed description of this acquisition, refer to Note 3 , Business Combinations , to these Consolidated Financial Statements. In connection with the acquisition of Dyax on January 22, 2016, the Company acquired IP rights related to currently marketed products of $135.0 million , IPR&D assets of $4,100.0 million and royalty rights of $425.0 million . For a more detailed description of this acquisition, refer to Note 3 , Business Combinations , to these Consolidated Financial Statements. Estimated amortization expense can be affected by various factors including future acquisitions, disposals of product rights, regulatory approval and subsequent amortization of acquired IPR&D projects, foreign exchange movements and the technological advancement and regulatory approval of competitor products. The estimated future amortization of acquired intangible assets for the next five years is expected to be as follows: (In millions) Anticipated future amortization 2018 $ 1,891.6 2019 1,668.4 2020 1,570.3 2021 1,536.7 2022 1,511.0 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table provides a roll-forward of the Goodwill balance: (In millions) 2017 2016 As of January 1, $ 17,888.2 $ 4,147.8 Acquisitions 1,076.2 14,124.5 Foreign currency translation and other 867.3 (384.1 ) As of December 31, $ 19,831.7 $ 17,888.2 The increase in Goodwill during the year ended December 31, 2017 related to the measurement period adjustments of the acquisition of Baxalta. For a more detailed description of measurement period adjustments, refer to Note 3 , Business Combinations , to these Consolidated Financial Statements. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Assets and liabilities that are measured at fair value on a recurring basis As of December 31, 2017 and December 31, 2016 , the following financial assets and liabilities are measured at fair value on a recurring basis using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3). Fair value (In millions) Total Level 1 Level 2 Level 3 As of December 31, 2017 Financial assets: Marketable equity securities $ 89.7 $ 89.7 $ — $ — Marketable debt securities 17.9 3.8 14.1 — Derivative instruments 17.9 — 17.9 — Total assets $ 125.5 $ 93.5 $ 32.0 $ — Financial liabilities: Joint venture net written option $ 40.0 $ — $ — $ 40.0 Derivative instruments 14.2 — 14.2 — Contingent consideration payable 1,168.2 — — 1,168.2 Total liabilities $ 1,222.4 $ — $ 14.2 $ 1,208.2 Fair value (In millions) Total Level 1 Level 2 Level 3 As of December 31, 2016 Financial assets: Marketable equity securities $ 65.8 $ 65.8 $ — $ — Marketable debt securities 15.5 3.6 11.9 — Derivative instruments 18.0 — 18.0 — Total assets $ 99.3 $ 69.4 $ 29.9 $ — Financial liabilities: Derivative instruments $ 8.3 $ — $ 8.3 $ — Contingent consideration payable 1,058.0 — — 1,058.0 Total liabilities $ 1,066.3 $ — $ 8.3 $ 1,058.0 Marketable equity and debt securities are included within Investments in the Consolidated Balance Sheets. Contingent consideration payable is included within Other current liabilities and Other non-current liabilities in the Consolidated Balance Sheets. For information regarding the Company's derivative arrangements, refer to Note 15 , Financial Instruments , to these Consolidated Financial Statements. Certain estimates and judgments were required to develop the fair value amounts. The estimated fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instrument. The following methods and assumptions were used to estimate the fair value of each material class of financial instrument: • Marketable equity securities: the fair values of marketable equity securities are estimated based on quoted market prices for those investments. • Marketable debt securities: the fair values of debt securities are obtained from pricing services or broker/dealers who either use quoted prices in an active market or proprietary pricing applications, which include observable market information for like or same securities. • Derivative instruments: the fair values of the swap and forward foreign exchange contracts have been determined using the month-end interest rate and foreign exchange rates, respectively. • Joint venture net written option and contingent consideration payable: the fair value of the contingent consideration payable has been estimated using the income approach (using a probability weighted discounted cash flow method). There were no changes in valuation techniques or inputs utilized or transfers between fair value measurement levels during the years ended December 31, 2017 and 2016 . Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) Contingent consideration payable (In millions) 2017 2016 Balance as of January 1, $ 1,058.0 $ 475.9 Acquisitions (4.0 ) 565.4 Change in fair value included in earnings 120.7 11.1 Other (6.5 ) 5.6 Balance as of December 31, $ 1,168.2 $ 1,058.0 In 2017, the increase in contingent consideration payable was primarily related to the Company's change in fair value of contingent consideration resulting from positive topline data for SHP643. In 2016, the increase in contingent consideration payable was related to the Company’s acquisition of Dyax and Baxalta. Other contingent consideration payable primarily relates to foreign currency adjustments. Of the $1,168.2 million of contingent consideration payable as of December 31, 2017 , $626.8 million is recorded within Other current liabilities and $541.4 million is recorded within Other non-current liabilities in the Company’s Consolidated Balance Sheets. Joint venture net written option In March 2017, Shire executed option agreements related to a joint venture that provides Shire with a call option on the partner’s investment in joint venture equity and the partner with a put option on its investment in joint venture equity. The Company had a liability of $40.0 million for the net written option based on the estimated fair value of these options as of December 31, 2017 and the Company re-measures the instrument to fair value through the Consolidated Statements of Operations. Quantitative Information about Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) Financial liabilities: Fair value as of the measurement date As of December 31, 2017 (In millions, except %) Fair value Valuation technique Significant unobservable inputs Range Contingent consideration payable $ 1,168.2 Income approach (probability weighted discounted cash flow) • Cumulative probability of milestones being achieved • 21.9 to 90% • Assumed market participant discount rate • 1.8 to 8.7% • Periods in which milestones are expected to be achieved • 2018 to 2040 • Forecast quarterly royalties payable on net sales of relevant products • $0.1 to $6.5 Contingent consideration payable represents future milestones and royalties the Company may be required to pay in conjunction with various business combinations and license agreements. The fair value of the Company’s contingent consideration payable could significantly increase or decrease due to changes in certain assumptions which underpin the fair value measurements. Each set of assumptions is specific to the individual contingent consideration payable. Financial liabilities: Fair value as of the measurement date As of December 31, 2017 (In millions, except %) Fair value Valuation technique Significant unobservable inputs Range Joint venture net written option $ 40.0 Income approach (probability weighted discounted cash flow) • Cash flow scenario probability weighting • 0 to 80% • Assumed market participant discount rate • 16% Financial assets and liabilities that are disclosed at fair value The carrying amounts and estimated fair values as of December 31, 2017 and December 31, 2016 of the Company’s financial assets and liabilities that are not measured at fair value on a recurring basis are as follows: December 31, 2017 December 31, 2016 (In millions) Carrying amount Fair value Carrying amount Fair value Financial liabilities: SAIIDAC notes $ 12,050.2 $ 11,913.7 $ 12,039.2 $ 11,633.8 Baxalta notes 5,057.7 5,229.9 5,063.6 5,066.5 Capital lease obligation 349.2 349.2 353.6 353.6 The estimated fair values of long-term debt were based upon recent observable market prices and are considered Level 2 in the fair value hierarchy. The estimated fair value of capital lease obligations is based on Level 2 inputs. The carrying amounts of other financial assets and liabilities approximate their estimated fair value due to their short-term nature, such as liquidity and maturity of these amounts, or because there have been no significant changes since the asset or liability was last re-measured to fair value on a non-recurring basis. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instrument Detail [Abstract] | |
Financial Instruments | Financial Instruments Foreign Currency Contracts Due to the global nature of its operations, portions of the Company's revenues and operating expenses are recorded in currencies other than the U.S. dollar. The value of revenues and operating expenses measured in U.S. dollars is therefore subject to changes in foreign currency exchange rates. The main trading currencies of the Company are the U.S. dollar, Euro, British pound sterling, Swiss franc, Canadian dollar and Japanese yen. Transactional exposure arises where transactions occur in currencies different to the functional currency of the relevant subsidiary. It is the Company’s policy that these exposures are minimized to the extent practicable by denominating transactions in the subsidiary’s functional currency. Where significant exposures remain, the Company uses foreign exchange contracts (spot, forward and swap contracts) to manage the exposure for balance sheet assets and liabilities that are denominated in currencies different to the functional currency of the relevant subsidiary. The Company has master netting agreements with a number of counterparties to these foreign exchange contracts and on the occurrence of specified events, the Company has the ability to terminate contracts and settle them with a net payment by one party to the other. The Company has elected to present derivative assets and derivative liabilities on a gross basis in the Consolidated Balance Sheet. The Company does not have credit risk related contingent features or collateral linked to the derivatives. Designated Foreign Currency Derivatives Certain foreign currency forward contracts were designated as cash flow hedges and accordingly, to the extent effective, any unrealized gains or losses on these foreign currency forward contracts were reported in AOCI. Realized gains and losses for the effective portion of such contracts were recognized in revenue or cost of sales when the sale of product in the currency being hedged was recognized. To the extent ineffective, hedge transaction gains and losses were reported in Other income/(expense), net. The Company did not have any designated foreign currency contracts as of December 31, 2017 . As of December 31, 2016, the Company had designated foreign currency forward contracts with a total notional value of $78.7 million with a maximum duration of six months ; the fair value of these contracts was a net asset of $4.2 million . Undesignated Foreign Currency Derivatives The Company uses forward contracts to mitigate the foreign currency risk related to certain balance sheet positions, including intercompany and third-party receivables and payables. The Company has not elected hedge accounting for these derivative instruments as the duration of these contracts is typically three months or less. The changes in fair value of these derivatives are reported in earnings. The table below presents the notional amount, maximum duration and fair value for the undesignated foreign currency derivatives: (In millions, except duration) December 31, 2017 December 31, 2016 Notional amount $ 1,672.3 $ 1,309.1 Maximum duration (in months) 3 months 3 months Fair value - net asset $ 11.4 $ 6.7 The Company considers the impact of its and its counterparties’ credit risk on the fair value of the contracts as well as the ability of each party to execute its contractual obligations. As of December 31, 2017 , credit risk did not materially change the fair value of the Company’s foreign currency contracts. Interest Rate Contracts The Company is exposed to the risk that its earnings and cash flows could be adversely impacted by fluctuations in benchmark interest rates relating to its debt obligations on which interest is set at floating rates. The Company’s policy is to manage this risk to an acceptable level. The Company is principally exposed to interest rate risk on any borrowings under the Company’s various debt facilities and on part of the senior notes assumed in connection with the acquisition of Baxalta. Interest on each of these debt obligations is set at floating rates, to the extent utilized. Shire’s exposure under these facilities is to changes in U.S. dollar interest rates. For further details related to interest rates on the Company’s various debt facilities, refer to Note 17 , Borrowings and Capital Leases , to these Consolidated Financial Statements. Designated Interest Rate Derivatives As of December 31, 2017, interest rate swap contracts designated as fair value hedges were outstanding. The effective portion of the changes in the fair value of interest rate swap contracts are recorded as a component of the underlying Baxalta Notes with the ineffective portion recorded in Interest expense. Any net interest payments made or received on the interest rate swap contracts are recognized as a component of Interest expense in the Consolidated Statements of Operations. The table below presents the notional amount, maturity and fair value for the designated interest rate derivatives: (In millions, except maturity) December 31, 2017 December 31, 2016 Notional amount $ 1,000.0 $ 1,000.0 Maturity June 2020 and June 2025 June 2020 and June 2025 Fair value - net liability $ (7.7 ) $ (1.2 ) For the years ended December 31, 2017 and 2016 , the Company recognized losses of $ 4.3 million and $6.0 million , respectively, as ineffectiveness related to these contracts as a component of Interest expense. Summary of Derivatives The following tables summarize the income statement locations and gains and losses on the Company’s designated and undesignated derivative instruments: (In millions) Gain/(loss) recognized in OCI Income Statement location Gain reclassified from AOCI into income Years ended December 31, 2017 2016 2017 2016 Designated derivative instruments Cash flow hedges Foreign exchange contracts $ (0.9 ) $ 14.6 Cost of sales $ 8.8 $ 4.9 (In millions) Income Statement location Gain/(loss) recognized in income Years ended December 31, 2017 2016 Fair value hedges Interest rate contracts, net Interest expense $ (4.3 ) $ (6.0 ) Undesignated derivative instruments Foreign exchange contracts Other income/(expense), net 84.8 (40.2 ) Interest rate swap contracts Interest expense — (3.2 ) Summary of Derivatives The following table presents the classification and estimated fair value of derivative instruments: Asset position Liability position Fair value Fair value (In millions) Balance Sheet location December 31, 2017 December 31, 2016 Balance Sheet location December 31, 2017 December 31, 2016 Designated derivative Instruments Foreign exchange contracts Prepaid expenses and other current assets $ — $ 4.3 Other current liabilities $ — $ 0.1 Interest rate contracts Long term borrowings — 0.1 Long term borrowings 7.7 1.3 $ — $ 4.4 $ 7.7 $ 1.4 Undesignated derivative instruments Foreign exchange contracts Prepaid expenses and other current assets $ 17.9 $ 13.6 Other current liabilities $ 6.5 $ 6.9 Total derivative fair value $ 17.9 $ 18.0 $ 14.2 $ 8.3 Potential effect of rights to offset (2.7 ) (1.7 ) (2.7 ) (1.7 ) Net derivative $ 15.2 $ 16.3 $ 11.5 $ 6.6 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Components of Accounts payable and accrued expenses are summarized as follows: December 31, December 31, (In millions) 2017 2016 Accounts payable and accrued purchases $ 914.6 $ 911.9 Accrued employee compensation and benefits payable 571.4 574.8 Accrued rebates 1,612.7 1,431.3 Accrued sales returns 175.7 118.4 Other accrued expenses 910.1 1,276.0 $ 4,184.5 $ 4,312.4 |
Borrowings and Capital Leases
Borrowings and Capital Leases | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Borrowings and Capital Leases | Borrowings and Capital Leases (In millions) December 31, 2017 December 31, 2016 Short term borrowings: Baxalta notes $ 748.8 $ — Borrowings under the Revolving Credit Facilities Agreement 810.0 450.0 Borrowings under the November 2015 Facilities Agreement 1,196.3 2,594.8 Capital leases 7.5 6.4 Other borrowings 26.1 16.8 $ 2,788.7 $ 3,068.0 Long term borrowings: SAIIDAC notes $ 12,050.2 $ 12,039.2 Baxalta notes 4,308.9 5,063.6 Borrowings under the November 2015 Facilities Agreement — 2,391.8 Capital leases 341.7 347.2 Other borrowings 51.6 58.0 $ 16,752.4 $ 19,899.8 Total borrowings and capital leases $ 19,541.1 $ 22,967.8 For a more detailed description of the Company's financing agreements, refer below. The future payments related to short and long term borrowings and capital lease obligations, on maturities, as of December 31, 2017 are as follows: (In millions) 2018 $ 2,804.7 2019 3,349.4 2020 1,040.9 2021 3,329.0 2022 519.5 Thereafter 8,591.9 Total obligations 19,635.4 Less: Debt issuance cost and discount (94.3 ) Total debt obligations $ 19,541.1 SAIIDAC Notes On September 23, 2016 , Shire Acquisitions Investments Ireland Designated Activity Company (SAIIDAC), a wholly owned subsidiary of Shire plc, issued unsecured senior notes with a total aggregate principal value of $12.1 billion (SAIIDAC Notes), guaranteed by Shire plc and, as of December 1, 2016, by Baxalta. Below is a summary of the SAIIDAC Notes as of December 31, 2017 : (In millions, except %) Aggregate amount Coupon rate Effective interest rate in 2017 Carrying amount as of December 31, 2017 Fixed-rate notes due 2019 $ 3,300.0 1.900 % 2.05 % $ 3,291.9 Fixed-rate notes due 2021 3,300.0 2.400 % 2.53 % 3,286.4 Fixed-rate notes due 2023 2,500.0 2.875 % 2.97 % 2,489.5 Fixed-rate notes due 2026 3,000.0 3.200 % 3.30 % 2,982.4 $ 12,100.0 $ 12,050.2 As of December 31, 2017 , there was $49.8 million of debt issuance costs and discount recorded as a reduction of the carrying amount of debt. These costs will be amortized as additional interest expense using the effective interest rate method over the period from issuance through maturity. Baxalta Notes Shire plc guaranteed senior notes issued by Baxalta with a total aggregate principal amount of $5.0 billion in connection with the acquisition of Baxalta (Baxalta Notes). Below is a summary of the Baxalta Notes as of December 31, 2017 : (In millions, except %) Aggregate principal Coupon rate Effective interest rate in 2017 Carrying amount as of December 31, 2017 Variable-rate notes due 2018 $ 375.0 LIBOR plus 0.78% 2.60 % $ 373.9 Fixed-rate notes due 2018 375.0 2.000 % 2.00 % 374.9 Fixed-rate notes due 2020 1,000.0 2.875 % 2.80 % 1,001.3 Fixed-rate notes due 2022 500.0 3.600 % 3.30 % 506.8 Fixed-rate notes due 2025 1,750.0 4.000 % 3.90 % 1,770.2 Fixed-rate notes due 2045 1,000.0 5.250 % 5.10 % 1,030.6 Total assumed Senior Notes $ 5,000.0 $ 5,057.7 The effective interest rates above exclude the effect of any related interest rate swaps. The book values above include any premiums and adjustments related to hedging instruments. For further details related to the interest rate derivative contracts, please see Note 15 , Financial Instruments , to these Consolidated Financial Statements. Revolving Credit Facilities Agreement On December 12, 2014 , Shire entered into a $ 2.1 billion revolving credit facilities agreement (RCF) with a number of financial institutions. As of December 31, 2017 , the Company utilized $810.0 million of the RCF. The RCF, which terminates on December 12, 2021 , may be used for financing the general corporate purposes of Shire. The RCF incorporates a $250.0 million U.S. dollar and Euro swingline facility operating as a sub-limit thereof. Term Loan Facilities Agreements November 2015 Facilities Agreement On November 2, 2015 , Shire entered into a $5.6 billion facilities agreement (November 2015 Facilities Agreement), which is comprised of three amortizing credit facilities. The total amount outstanding under the November 2015 Facilities Agreement was $1.2 billion as of December 31, 2017 . During the year ended December 31, 2017, the Company made $0.4 billion of advance repayments under November 2015 Facility A and $2.2 billion of scheduled and advance repayments under November 2015 Facility B. Both November 2015 Facility A and November 2015 Facility B were fully repaid during the year ended December 31, 2017 . The Company also made $ 1.2 billion of advance repayments under November 2015 Facility C; consequently, the amount outstanding under November 2015 Facility C was $1.2 billion as of December 31, 2017 maturing on November 2, 2018. Short-term uncommitted lines of credit (Credit lines) Shire has access to various Credit lines from a number of banks which are available to be utilized from time to time to provide short-term cash management flexibility. These Credit lines can be withdrawn by the banks at any time. The Credit lines are not relied upon for core liquidity. As of December 31, 2017 , these Credit lines were not utilized. Capital Lease Obligations The capital leases are primarily related to office and manufacturing facilities. As of December 31, 2017 , the total capital lease obligations, including current portions, were $349.2 million . |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Components of Other current liabilities are summarized as follows: December 31, December 31, (In millions) 2017 2016 Income taxes payable $ 65.1 $ 46.2 Value added taxes 30.4 17.6 Contingent consideration payable 626.8 65.1 Other current liabilities 186.5 234.0 $ 908.8 $ 362.9 |
Retirement and Other Benefit Pr
Retirement and Other Benefit Programs | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Retirement and Other Benefit Programs | Retirement and Other Benefit Programs The Company sponsors various pension and other post-employment benefit (OPEB) plans in the U.S. and other countries. Reconciliation of Pension and OPEB Plan Obligations and Funded Status The following provides information about projected benefit obligations, plan assets, the funded status and weighted-average assumptions of the OPEB and pension plans: December 31, 2017 December 31, 2016 (In millions) U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) Benefit obligations Beginning of period $ 384.1 $ 581.4 $ 25.0 $ — $ — $ — Assumption of benefit obligations — — — 441.6 503.8 23.5 Service cost 14.6 39.4 1.5 13.0 18.6 0.8 Interest cost 15.6 4.9 1.0 11.1 3.2 0.6 Participant contributions — 8.9 — — 3.2 — Actuarial loss/(gain) 34.4 (22.9 ) (1.2 ) (10.6 ) (29.8 ) 0.1 Benefit payments (5.1 ) (19.8 ) (0.2 ) (1.6 ) (9.1 ) — Plan amendments — — (9.0 ) — — — Settlements — (10.4 ) — — (3.2 ) — Curtailments — (4.0 ) — (73.4 ) — — Foreign exchange — 45.4 — — (18.3 ) — Other — (5.0 ) — 4.0 113.0 — End of Period $ 443.6 $ 617.9 $ 17.1 $ 384.1 $ 581.4 $ 25.0 Fair value of plan assets Beginning of period $ 228.4 $ 197.9 $ — $ — $ — $ — Assumption of plan assets — — — 218.0 140.5 — Actual return on plan assets 35.4 12.3 — 8.3 2.0 — Employer contributions 0.9 32.2 0.2 0.4 12.3 — Participant contributions — 8.9 — — 3.2 — Benefit payments (5.0 ) (19.8 ) (0.2 ) (1.6 ) (9.1 ) — Settlements — (10.4 ) — — (3.2 ) — Foreign exchange — 11.9 — — (3.8 ) — Other — 4.2 — 3.3 56.0 — End of Period 259.7 237.2 — 228.4 197.9 — Funded status $ (183.9 ) $ (380.7 ) $ (17.1 ) $ (155.7 ) $ (383.5 ) $ (25.0 ) Amounts recognized in the Consolidated Balance Sheets December 31, 2017 December 31, 2016 (In millions) U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) Other current liabilities $ (0.8 ) $ (15.7 ) $ (0.4 ) $ (0.6 ) $ (8.8 ) $ (0.2 ) Other non-current liabilities (183.1 ) (365.0 ) (16.7 ) (155.1 ) (374.7 ) (24.8 ) Net liability recognized $ (183.9 ) $ (380.7 ) $ (17.1 ) $ (155.7 ) $ (383.5 ) $ (25.0 ) The majority of the Company's pension and OPEB plans were assumed with the acquisition of Baxalta on June 3, 2016. The Company amended the OPEB and adopted a plan freeze effective December 31, 2017 . According to the amendment, employees who have not met certain criteria, may not qualify as an eligible retiree regardless of such employee's age or service at the employee's date of termination. As a result, a prior service credit was recorded during the year ended December 31, 2017 . On December 31, 2016 , the Company amended the U.S. pension plan which eliminated the estimate of future compensation levels beyond December 31, 2017 , the effective date. As a result, a curtailment gain of $69.4 million was recorded during 2016 . For the year ended December 31, 2016 , Other primarily represents the recognition of additional defined benefit plan in Switzerland. Accumulated Benefit Obligation Information The pension obligation represents the projected benefit obligation (PBO) as of December 31, 2017 and 2016 . The PBO incorporates assumptions relating to future compensation levels. The accumulated benefit obligation (ABO) is the same as the PBO except that it does not include assumptions relating to future compensation levels. The ABO as of December 31, 2017 for the U.S. pension plans was $443.6 million ( December 31, 2016 : $373.2 million ). The ABO as of December 31, 2017 for the International pension plans was $494.2 million ( December 31, 2016 : $457.9 million ). The funded status figures and ABO disclosed above reflect all of the Company's pension plans. The following ABO and plan asset information includes only those individual plans that have an ABO in excess of plan assets. (In millions) December 31, 2017 December 31, 2016 US ABO $ 443.6 $ 373.2 Fair value of plan assets 259.7 228.4 International ABO 469.0 437.5 Fair value of plan assets 209.6 176.2 Expected Net Pension and OPEB Plan Payments for the Next 10 Years (In millions) U.S. pensions International pensions OPEB (U.S.) 2018 $ 6.0 $ 28.1 $ 0.4 2019 7.7 20.7 0.5 2020 9.2 22.2 0.6 2021 10.7 24.3 0.8 2022 12.2 25.4 0.9 2023 through 2027 84.3 134.8 6.8 The expected net benefit payments reflect the Company’s share of the total net benefits expected to be paid from the plans’ assets (for funded plans) or from the Company’s assets (for unfunded plans) as of December 31, 2017 . The federal subsidies relating to the Medicare Prescription Drug, Improvement and Modernization Act are not expected to be significant. Amounts Recognized in AOCI The pension and OPEB plans' gains or losses not yet recognized in net periodic benefit cost are recognized in AOCI and amortized from AOCI to net periodic benefit cost in the future. The following is a summary of the pre-tax net gain/(losses) recorded in AOCI: December 31, 2017 December 31, 2016 (In millions) U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) (Loss)/gain arising during the year $ (14.9 ) $ 41.2 $ 10.1 $ 83.4 $ (10.3 ) $ 0.1 Reclassification of gain to income statement — (1.3 ) — (69.4 ) — — Pension and other employee benefit (loss)/gain, pre-tax $ (14.9 ) $ 39.9 $ 10.1 $ 14.0 $ (10.3 ) $ 0.1 Refer to Note 20 , Accumulated Other Comprehensive Income/(Loss) , for the net of tax balances included in AOCI as of December 31, 2017 and 2016 . The Company does not expect to amortize a significant amount of AOCI to net periodic benefit cost in 2018 . In 2016 , the reclassification of gain to the income statement represents the recognition of the curtailment gain associated with the U.S. pension plans as further described above. Net Periodic Benefit Cost The net periodic benefit cost is as follows: December 31, 2017 December 31, 2016 (In millions) U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) Net periodic benefit cost Service cost $ 14.6 $ 39.4 $ 1.5 $ 13.0 $ 18.6 $ 0.8 Interest cost 15.6 4.9 1.0 11.1 3.2 0.6 Expected return on plan assets (15.9 ) (7.4 ) — (8.9 ) (3.9 ) — Curtailment and other — 1.9 — (69.4 ) 20.0 — Net periodic benefit cost $ 14.3 $ 38.8 $ 2.5 $ (54.2 ) $ 37.9 $ 1.4 In 2016 , the net periodic benefit cost is from June 3, 2016, the date the Company assumed the obligations from Baxalta, through December 31, 2016 . In 2016 Curtailments and other relates to the recognition of a curtailment gain of $69.4 million associated with the U.S. pension plans as described above and a loss of $20.0 million for the recognition of a defined benefit plan in Switzerland. Weighted-Average Assumptions Used in Determining Benefit Obligations at the Measurement Date The following weighted-average assumptions were used in calculating measurement of benefit obligations: December 31, 2017 December 31, 2016 U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) Discount rate 3.7 % 1.0 % 3.5 % 4.2 % 1.0 % 4.3 % Rate of compensation increase n/a 3.0 % n/a 3.8 % 2.9 % n/a Health care cost trend rate n/a n/a 6.0 % n/a n/a 6.3 % Rate decreased to n/a n/a 5.0 % n/a n/a 5.0 % by the year ended n/a n/a 2022 n/a n/a 2022 Weighted-Average Assumptions Used in Determining Net Periodic Benefit Cost The following weighted-average assumptions were used in determining net periodic benefit cost: December 31, 2017 December 31, 2016 U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) Discount rate 4.2 % 1.0 % 4.2 % 4.1 % 1.0 % 4.2 % Expected return on plan assets 7.0 % 3.4 % n/a 7.0 % 4.5 % n/a Rate of compensation increase 3.8 % 3.0 % n/a 3.8 % 3.2 % n/a Health care cost trend rate n/a n/a 6.0 % n/a n/a 6.5 % Rate decreased to n/a n/a 5.0 % n/a n/a 5.0 % by the year end n/a n/a 2022 n/a n/a 2022 The Company establishes the expected return on plan assets assumption based primarily on a review of historical compound average asset returns, both Company-specific and the broad market (and considering the Company’s asset allocations), an analysis of current market and economic information and future expectations. The effect of a one-percent change in the assumed healthcare cost trend rate would not have a significant impact on the OPEB plan benefit obligation as of December 31, 2017 or the plan’s service and interest cost during 2017. Pension Plan Assets A committee of members of senior management is responsible for supervising, monitoring and evaluating the invested assets of the Company’s funded pension plans. The committee abides by policies and procedures relating to investment goals, targeted asset allocations, risk management practices, allowable and prohibited investment holdings, diversification, use of derivatives, the relationship between plan assets and benefit obligations, and other relevant factors and considerations. In the United States, Goldman Sachs Asset Management acts as an outsourced chief investment officer (oCIO) to perform the day-to-day management of pension assets. The policies and procedures include the following: • Ability to pay all benefits when due; • Targeted long-term performance expectations relative to applicable market indices, such as Standard & Poor’s, Russell, MSCI EAFE, and other indices; • Targeted asset allocation percentage ranges (summarized below), and periodic reviews of these allocations; • Specified investment holding and transaction prohibitions (for example, private placements or other restricted securities, securities that are not traded in a sufficiently active market, short sales, certain derivatives, commodities and margin transactions); • Specified portfolio percentage limits on foreign holdings; and • Periodic monitoring of oCIO performance and adherence to policies. Plan assets are invested using a total return investment approach whereby a mix of equity securities, debt securities and other investments are used to preserve asset values, diversify risk and exceed the planned benchmark investment return. Investment strategies and asset allocations are based on consideration of plan liabilities, the plans’ funded status and other factors, such as the plans’ demographics and liability durations. Investment performance is reviewed on a quarterly basis and asset allocations are reviewed at least annually. Plan assets are managed in a balanced equity and fixed income portfolio. The target allocations for plan assets are 75% in an equity portfolio and 25% in a fixed income portfolio. The policy includes an allocation range based on each individual investment type within the major portfolios that allows for a variance from the target allocations of approximately 5%. The equity portfolio may include common stock of U.S. and international companies, common/collective trust funds, mutual funds, hedge funds and real asset investments. The fixed income portfolio may include cash, money market funds with an original maturity of three months or less, U.S. and foreign government and governmental agency issues, common/collective trust funds, corporate bonds, municipal securities, derivative contracts and asset-backed securities. While the committee provides oversight over plan assets for U.S. and international plans, the summary above is specific to the plans in the U.S. The plan assets for international plans are managed and allocated by the entities in each country, with input and oversight provided by the committee. The following pension assets are recorded at fair value on a recurring basis using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3). Investments that are measured at fair value using the net asset value per share or its equivalent as a practical expedient are not classified in the fair value hierarchy. The fair value amounts presented in this table is intended to permit reconciliation of the fair value hierarchy and the fair value of plan assets. U.S. pension plan assets Fair value (In millions) Level 1 Level 2 Level 3 Total As of December 31, 2017 Assets Equity Mutual fund $ 17.9 $ — $ — $ 17.9 Total investments at fair value $ 17.9 $ — $ — $ 17.9 Fixed income Cash equivalents 6.2 Collective trust funds 52.4 Mutual fund 12.7 Equity Collective trust funds 116.6 Mutual funds 42.0 Hedge fund 11.9 Fair value of pension plan assets $ 259.7 U.S. pension plan assets Fair value (In millions) Level 1 Level 2 Level 3 Total As of December 31, 2016 Assets Equity Mutual fund $ 16.5 $ — $ — $ 16.5 Total investments at fair value $ 16.5 $ — $ — $ 16.5 Fixed Income Cash equivalent 5.7 Collective trust funds 46.4 Mutual fund 11.4 Equity Collective trust funds 100.4 Mutual funds 36.9 Hedge fund 11.1 Fair value of pension plan assets $ 228.4 International pension plan assets Fair value (In millions) Level 1 Level 2 Level 3 Total As of December 31, 2017 Assets Fixed income Cash and cash equivalents $ 3.8 $ — $ — $ 3.8 Government agency issues 1.7 — — 1.7 Corporate bonds 14.4 — — 14.4 Mutual funds 32.4 — — 32.4 Equity Common stock - large cap 24.3 — — 24.3 Mutual funds 50.3 — — 50.3 Real estate funds 14.3 6.4 — 20.7 Other holdings — 89.6 — 89.6 Fair value of pension plan assets $ 141.2 $ 96.0 $ — $ 237.2 International pension plan assets Fair value (In millions) Level 1 Level 2 Level 3 Total As of December 31, 2016 Assets Fixed income Cash and cash equivalents $ 6.2 $ — $ — $ 6.2 Government agency issues 0.6 — — 0.6 Corporate bonds 21.1 — — 21.1 Mutual funds 24.4 — — 24.4 Equity Common Stock: Large cap 19.9 — — 19.9 Mid cap 1.6 — — 1.6 Total common stock 21.5 — — 21.5 Mutual funds 40.6 — — 40.6 Real estate funds 8.4 3.7 — 12.1 Other holdings — 71.4 — 71.4 Fair value of pension plan assets $ 122.8 $ 75.1 $ — $ 197.9 The assets and liabilities of the Company's pension plans are valued using the following valuation methods: Investment category Valuation methodology Cash and cash equivalents These largely consist of a short-term investment fund, U.S. dollars and foreign currency. The fair value of the short-term investment fund is based on the net asset value Government agency issues Values are based on quoted prices in an active market Corporate bonds Values are based on the valuation date in an active market Common stock Values are based on the closing prices on the valuation date in an active market Mutual funds Values are based on the net asset value of the units held in the respective fund which are obtained from active markets or as reported by the fund managers Collective trust funds and hedge funds Values are based on the net asset value of the units held at year end Real estate funds The value of these assets are either determined by the net asset value of the units held in the respective fund which are obtained from active markets or based on the net asset value of the underlying assets of the fund provided by the fund manager Other holdings These primarily consist of insurance contracts whose value is based on the underlying assets and other holdings valued primarily based on reputable pricing vendors that typically use pricing matrices or models Expected Pension and OPEB Plan Funding The Company’s funding policy for its pension plans is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plans, tax deductibility, the cash flows generated by the Company, and other factors. Volatility in the global financial markets could have an unfavorable impact on future funding requirements. The Company had no obligation to fund its principal plans in the U.S. for the year ended December 31, 2017 and did not make any voluntary contributions for the year ended December 31, 2017 and 2016 . The Company is expected to make cash contributions of at least $13.0 million during 2018. During 2017 and 2016, the Company contributed to its international plans $20.6 million and $7.1 million , respectively and expects to make cash contributions of at least $18.6 million during 2018. Cash outflows related to OPEB plan were less than $1.0 million during the year ended December 31, 2017 and the Company expects to have less than $1.0 million cash outflows during 2018. The Company continually reassesses the amount and timing of any discretionary contributions, which could be significant in any period. The table below details the funded status percentage of the Company’s pension plans as of December 31, 2017 and 2016 including certain plans that are unfunded in accordance with the guidelines of the Company’s funding policy outlined above. As of December 31, 2017 United States International (In millions, except %) Qualified plan Nonqualified plan Funded plans Unfunded plans Total Fair value of plan assets $ 259.7 n/a $ 237.2 n/a $ 496.9 PBO 412.1 31.5 430.8 187.1 1,061.5 Funded status percentage 63 % n/a 55 % n/a 47 % As of December 31, 2016 United States International (In millions, except %) Qualified plan Nonqualified plan Funded plans Unfunded plans Total Fair value of plan assets $ 228.4 n/a $ 197.9 n/a $ 426.3 PBO 352.8 31.3 413.7 167.7 965.5 Funded status percentage 65 % n/a 48 % n/a 44 % U.S. Defined Contribution Plans In addition to benefits provided under the pension and OPEB plans described above, the Company provides benefits under defined contribution plans. The Company's most significant defined contribution plans are in the United States. The Company recognized expenses related to U.S. defined contribution plans of $60.0 million , $68.1 million and $38.9 million during 2017 , 2016 and 2015 , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income/(Loss) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income/(Loss) | Accumulated Other Comprehensive Income/(Loss) The changes in Accumulated other comprehensive income/(loss) (AOCI), net of their related tax effects, for the year ended December 31, 2017 are as follows: (In millions) Foreign currency translation adjustment Pension and other employee benefits Unrealized holding gain/(loss) on available-for-sale securities Hedging activities Accumulated other comprehensive (loss)/income As of January 1, 2017 $ (1,505.4 ) $ (5.2 ) $ 6.6 $ 6.4 $ (1,497.6 ) Current period change: Other comprehensive income/(loss) before reclassifications 2,785.0 33.4 75.2 (0.6 ) 2,893.0 Amounts reclassified from AOCI — (0.7 ) (13.9 ) (5.8 ) (20.4 ) Net current period other comprehensive income/(loss) 2,785.0 32.7 61.3 (6.4 ) 2,872.6 As of December 31, 2017 $ 1,279.6 $ 27.5 $ 67.9 $ — $ 1,375.0 The following is a summary of the amounts reclassified from AOCI to net income during the year ended December 31, 2017 . Amounts reclassified from AOCI (In millions) 2017 Location of impact in Statements of Operations Pension and other employee benefits Amortization of actuarial loss $ (1.8 ) Net periodic benefit cost Curtailment gain 3.1 Cost of sales 1.3 Total before tax (0.6 ) Tax expense 0.7 Net of tax Available-for-sale securities Gain on available-for-sale securities 13.9 Other (expense)/income, net 13.9 Total before tax — Tax expense 13.9 Net of Tax Hedging activities Foreign exchange contracts 8.8 Cost of sales 8.8 Total before tax (3.0 ) Tax expense 5.8 Net of tax Total reclassifications for the period $ 20.4 Total net of tax The changes in Accumulated other comprehensive income/(loss) (AOCI), net of their related tax effects, for the year ended December 31, 2016 are as follows: (In millions) Foreign currency translation adjustment Pension and other employee benefits Unrealized holding loss on available-for-sale securities Hedging activities Accumulated other comprehensive loss As of January 1, 2016 $ (182.1 ) $ — $ (1.7 ) $ — $ (183.8 ) Current period change: Other comprehensive (loss)/income before reclassifications (1,323.3 ) 38.3 8.3 9.9 (1,266.8 ) Amounts reclassified from AOCI — (43.5 ) — (3.5 ) (47.0 ) Net current period other comprehensive (loss)/income (1,323.3 ) (5.2 ) 8.3 6.4 (1,313.8 ) As of December 31, 2016 $ (1,505.4 ) $ (5.2 ) $ 6.6 $ 6.4 $ (1,497.6 ) The following is a summary of the amounts reclassified from AOCI to net income during the year ended December 31, 2016 . Amounts reclassified from AOCI (In millions) 2016 Location of impact in Statements of Operations Pension and employee benefits Curtailment gain $ 69.4 Integration and acquisition costs 69.4 Total before tax (25.9 ) Tax expense 43.5 Net of tax Losses on hedging activities Foreign exchange contracts 4.9 Cost of sales 4.9 Total before tax (1.4 ) Tax expense 3.5 Net of tax Total reclassifications for the period $ 47.0 Total net of tax |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Taxation | Taxation The components of pre-tax income from continuing operations are as follows: Years ended December 31, (In millions) 2017 2016 2015 Ireland $ 350.8 $ 214.3 $ (11.4 ) United States 625.2 (75.3 ) 975.8 Rest of the world 917.4 347.1 421.4 $ 1,893.4 $ 486.1 $ 1,385.8 The provision for income taxes on continuing operations by location of the taxing jurisdiction for the years ended December 31, 2017 , 2016 and 2015 consisted of the following: Years ended December 31, (In millions) 2017 2016 2015 Current income taxes: Ireland $ 46.6 $ 5.2 $ 0.8 U.S. federal tax 373.8 318.6 191.7 U.S. state and local taxes 55.8 30.2 17.3 Rest of the world 90.4 68.9 17.8 Total current taxes 566.6 422.9 227.6 Deferred taxes: Ireland 22.3 18.2 (38.8 ) U.S. federal tax (3,050.3 ) (433.8 ) (151.2 ) U.S. state and local taxes 260.1 (74.1 ) (1.7 ) Rest of the world (156.3 ) (59.3 ) 10.2 Total deferred taxes (2,924.2 ) (549.0 ) (181.5 ) Total income taxes $ (2,357.6 ) $ (126.1 ) $ 46.1 On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (Tax Act) into legislation. We have recorded a tax benefit of $2.5 billion , related to the remeasurement of deferred tax assets and liabilities offset by a tax expense of $90.0 million relating to the impact of the transition tax on the deemed repatriation of foreign income. Due to enactment late in the Company’s annual reporting period, the Company was unable to obtain all of the requisite information and perform computations for all consequences of the Tax Act. In addition, it is expected that significant guidance will be issued that may change how the Company has computed the provisional amounts included in its annual financial statements for the year ended December 31, 2017. The Company will continue to assess the impact of the Tax Act during the measurement period and will record any adjustments to its provisional estimates as needed during 2018. The Company determines the amount of income tax expense or benefit allocable to continuing operations using the incremental approach. The amount of income tax attributed to discontinued operations is disclosed in Note 7 , Results of Discontinued Operations , in these Consolidated Financial Statements. The reconciliation of income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees at the statutory tax rate to the provision for income taxes is shown in the table below: Years ended December 31, 2017 2016 2015 Income from continuing operations before income taxes and equity in (losses)/ earnings of equity method investees (in millions) $ 1,893.4 $ 486.1 $ 1,385.8 Statutory tax rate (1) 25.0 % 25.0 % 25.0 % U.S. R&D credit (6.6 )% (25.9 )% (7.7 )% Intra-group items (2) (13.5 )% (44.4 )% (18.6 )% Other permanent items 2.5 % 4.5 % 1.1 % U.S. Domestic Manufacturing Deduction (1.4 )% (4.0 )% (1.6 )% Acquisition Related Costs — % 8.5 % 1.1 % Irish Treasury Operations (4.1 )% (8.6 )% 0.6 % Change in valuation allowance (0.5 )% 7.9 % 1.0 % Difference in taxation rates (3) 3.6 % 13.0 % 7.3 % Change in provisions for uncertain tax positions (2.7 )% (1.5 )% (0.4 )% Prior year adjustment (0.1 )% 1.0 % (1.6 )% Change in fair value of contingent consideration — % 3.7 % (3.8 )% Change in tax rates (1.2 )% (5.1 )% 0.9 % US Tax Reform (130.3 )% — % — % US Transition Tax 4.8 % — % — % Provision for income taxes on continuing operations (124.5 )% (25.9 )% 3.3 % (1) In addition to being subject to the Irish corporation tax rate of 25.0% in 2017 , the Company is also subject to income tax in other territories in which the Company operates, including: Canada ( 15.0% ); France ( 33.3% ); Germany ( 15.0% ); Italy ( 24.0% ); Japan ( 23.4% ); Luxembourg ( 19.0% ); the Netherlands ( 25.0% ); Belgium ( 33.99% ); Singapore ( 17.00% ); Spain ( 25.0% ); Sweden ( 22.0% ); Switzerland ( 8.5% ); United Kingdom ( 19.3% ) and the U.S. ( 35.0% ). The rates quoted represent the statutory federal income tax rates in each territory, and do not include any state taxes or equivalents or surtaxes or other taxes charged in individual territories, and do not purport to represent the effective tax rate for the Company in each territory. (2) Intra-group items principally relate to the effect of intra-territory eliminations, the pre-tax effect of which has been eliminated in arriving at the Company’s consolidated income from continuing operations before income taxes, noncontrolling interests, and equity in earnings/(losses) of equity method investees. The Company's intra-group items primarily arise from its acquisition of third parties that result in income and expense being received and taxed in different jurisdictions at various tax rates. (3) The expense from the difference in taxation rates reflects the impact of the higher income tax rates in the United States offset by the impact of lower foreign jurisdiction income tax rates. As detailed in the income tax rate reconciliation above, the Company's effective tax rate differs from the Irish statutory rate each year due to foreign taxes that are different than the Irish statutory rate and certain operations that are subject to tax incentives. In addition, the effective tax rate can be impacted each period by certain discrete factors and events, which, in 2017, included items related to U.S. tax reform. Provisions for uncertain tax positions The Company files income tax returns in the Republic of Ireland, the U.S. (both federal and state) and various other jurisdictions (see footnote 1 to the table above for major jurisdictions). With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 2013. Tax authorities in various jurisdictions are in the process of auditing the Company’s tax returns for fiscal periods primarily after 2012, with the earliest being 2007; these tax audits cover primarily transfer pricing, but may include other areas. While tax audits remain open, the Company also considers it reasonably possible that issues may be raised by tax authorities resulting in increases to the balance of unrecognized tax benefits, however, an estimate of such an increase cannot be made. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (In millions) 2017 2016 2015 Balance as of January 1 $ 236.3 $ 216.3 $ 207.8 Increases based on tax positions related to the current year 132.6 34.3 27.0 Decreases based on tax positions taken in the current year (128.5 ) — — Increases for tax positions taken in prior years 3.1 0.5 3.9 Decreases for tax positions taken in prior years (43.7 ) (17.8 ) (30.6 ) Acquisition related items (1.8 ) 29.5 17.9 Decreases resulting from settlements with the taxing authorities — (24.4 ) (1.2 ) Decreases as a result of expiration of the statute of limitations (8.2 ) (2.4 ) (4.4 ) Foreign currency translation adjustments (1) 0.7 0.3 (4.1 ) Balance as of December 31 (2) $ 190.5 $ 236.3 $ 216.3 (1) Foreign currency translation adjustments are recognized within Other Comprehensive Income. (2) As of December 31, 2017 , approximately $185.0 million ( 2016 : $227.0 million , 2015 : $207.0 million ) of which would affect the effective rate if recognized. There is no requirement to record any reserves or other contingencies related to the receipt of the break fee from AbbVie in 2014. The relevant tax return was submitted on September 23, 2015. The Company does not anticipate any material changes in the next 12 months to the total amount of unrecognized tax benefits recorded as of December 31, 2017 . As of the balance sheet date, the Company believes that its reserves for uncertain tax positions are adequate to cover the resolution of these audits. However, the resolution of these audits could have a significant impact on the financial statements if the settlement differs from the amount reserved. The Company recognizes interest and penalties accrued related to unrecognized tax positions within income taxes. During the years ended December 31, 2017 , 2016 and 2015 , the Company recognized a charge/(credit) to income taxes of ( $14.2 million ), $4.2 million and $0.8 million in interest and penalties and the Company had a liability of $16.5 million , $30.8 million and $26.5 million for the payment of interest and penalties accrued as of December 31, 2017 , 2016 and 2015 , respectively. Deferred taxes The significant components of deferred tax assets and liabilities and their balance sheet classifications, as of December 31, are as follows: December 31, December 31, (In millions) 2017 2016 Deferred tax assets: Deferred revenue $ 3.5 $ 16.8 Inventory & warranty provisions 64.2 88.7 Losses carried forward (including tax credits) 1,687.1 1,907.3 Provisions for sales deductions and doubtful accounts 119.4 191.6 Intangible assets 50.3 79.7 Share-based compensation 93.3 137.5 Excess of tax value over book value of assets 11.5 14.2 Accruals and provisions 249.4 448.6 Other 26.2 78.5 Gross deferred tax assets 2,304.9 2,962.9 Less: valuation allowance (635.7 ) (569.4 ) 1,669.2 2,393.5 Deferred tax liabilities: Intangible assets (5,501.2 ) (9,073.4 ) Excess of book value over tax value in inventory (9.6 ) (150.3 ) Excess of book value over tax value of assets and investments (650.0 ) (1,304.2 ) Other (67.8 ) (91.6 ) Net deferred tax liabilities (4,559.4 ) (8,226.0 ) Balance sheet classifications: Deferred tax assets - non-current 188.8 96.7 Deferred tax liabilities - non-current (4,748.2 ) (8,322.7 ) $ (4,559.4 ) $ (8,226.0 ) As of December 31, 2017 , the Company had a valuation allowance of $635.7 million ( 2016 : $569.4 million ; 2015: $416.1 million ) to reduce its deferred tax assets to estimated realizable value. These valuation allowances related primarily to operating losses, capital losses, and tax-credit carry-forwards in Switzerland ( 2017 : $200.0 million ; 2016 : $176.8 million ; 2015: $131.5 million ); U.S. ( 2017 : $148.9 million ; 2016 : $155.1 million ; 2015: $125.9 million ); Ireland ( 2017 : $22.3 million ; 2016 : $22.4 million ; 2015: $22.2 million ); and other foreign tax jurisdictions ( 2017 : $264.5 million ; 2016 : $215.1 million ; 2015: $136.5 million ). Management is required to exercise judgment in determining whether deferred tax assets will more likely than not be realized. A valuation allowance is established where there is an expectation that on the balance of probabilities management considers it is more likely than not that the relevant deferred tax assets will not be realized. In assessing the need for a valuation allowance, management weighs all available positive and negative evidence including cumulative losses in recent years, projections of future taxable income, carry forward and carry back potential under relevant tax law, expiration period of tax attributes, taxable temporary differences, and prudent and feasible tax-planning strategies. The net increase in valuation allowances of $66.3 million includes (i) increases of $81.4 million relating to operating losses in various jurisdictions for which management considers that there is insufficient positive evidence related to the factors described above to overcome negative evidence, such as cumulative losses and expiration periods and therefore it is more likely than not that the relevant deferred tax assets will not be realized in full, and (ii) decreases of $15.1 million primarily related to U.S. state tax losses, which based on the assessment of factors described above now provides sufficient positive evidence to support the losses are more likely than not to be realized. As of December 31, 2017 , based upon a consideration of the factors described above management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the valuation allowances. However, the amount of the deferred tax asset considered realizable could be adjusted in the future if these factors are revised in future periods. The approximate tax effect of NOLs, capital losses and tax credit carry-forwards as of December 31, are as follows: (In millions) 2017 2016 U.S. federal tax $ 489.6 $ 687.1 U.S. state tax 140.3 170.7 Republic of Ireland 29.4 45.1 Foreign tax jurisdictions 723.8 614.9 R&D and other tax credits 303.9 389.5 $ 1,687.0 $ 1,907.3 The approximate gross value of net operating losses (NOLs) and capital losses at December 31, 2017 is $11,137.5 million ( 2016 : $10,843.1 million ). The tax effected NOLs, capital losses and tax credit carry-forwards shown above have the following expiration dates: December 31, (In millions) 2017 Within 1 year $ 1.4 Within 1 to 2 years 34.4 Within 2 to 3 years 18.4 Within 3 to 4 years 44.3 Within 4 to 5 years 50.1 Within 5 to 6 years 31.8 After 6 years 919.5 Indefinitely 587.1 The Company does not provide for deferred taxes on the excess of the financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. As of December 31, 2017 , that excess totaled $14.4 billion ( 2016 : $16.6 billion ). On December 22, 2017, President Trump signed tax reform legislation (HR 1) which includes a broad range of tax reform proposals affecting businesses, including the payment of a one-time tax or "toll charge" on previously unremitted earnings of certain non-US subsidiaries. Accordingly, the Company will no longer assert that any of the earnings that will be taxed as part of the toll charge are indefinitely reinvested (approximately $7.6 billion ). |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table reconciles net income and loss and the weighted average ordinary shares outstanding for basic and diluted earnings per share (EPS) for the periods presented: Years ended December 31, (In millions) 2017 2016 2015 Income from continuing operations, net of taxes $ 4,253.5 $ 603.5 $ 1,337.5 Gain/(loss) from discontinued operations, net of taxes 18.0 (276.1 ) (34.1 ) Numerator for basic and diluted earnings per share $ 4,271.5 $ 327.4 $ 1,303.4 Weighted average number of shares: Basic 906.5 770.1 590.4 Effect of dilutive shares: Share-based awards to employees 5.5 6.1 2.7 Diluted 912.0 776.2 593.1 Earnings per Ordinary Share – basic Earnings from continuing operations 4.69 0.78 2.27 Earnings/(loss) from discontinued operations 0.02 (0.35 ) (0.06 ) Earnings per Ordinary Share – basic 4.71 0.43 2.21 Earnings per Ordinary Share – diluted Earnings from continuing operations 4.66 0.77 2.26 Earnings/(loss) from discontinued operations 0.02 (0.35 ) (0.06 ) Earnings per Ordinary Share – diluted 4.68 0.42 2.20 Weighted average number of basic shares excludes shares purchased by the Employee Benefit Trust and those under the shares buy-back program, which are both presented by Shire as treasury stock. Share-based awards to employees are calculated using the treasury method. The share equivalents not included in the calculation of the diluted weighted average number of shares are shown below: Years ended December 31, (Number of shares in millions) 2017 2016 2015 Share-based awards to employees 15.2 4.1 3.4 Certain stock options have been excluded from the calculation of diluted EPS for the years ended December 31, 2017 , 2016 and 2015 because either their exercise prices exceeded Shire’s average share price during the calculation period, the required performance conditions were not satisfied as of the balance sheet date or their inclusion would have been antidilutive. |
Share-based Compensation Plans
Share-based Compensation Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Plans | Share-based Compensation Plans Total share-based compensation recorded by the Company during the years ended December 31, 2017 , 2016 and 2015 by line item is as follows: Years ended December 31, (In millions) 2017 2016 2015 Cost of sales $ 35.6 $ 23.3 $ 7.6 Research and development 27.3 46.9 28.6 Selling, general and administrative 97.2 67.1 37.4 Integration and acquisition costs 14.8 181.2 — Reorganization costs — — 26.7 Total 174.9 318.5 100.3 Less tax (43.4 ) (85.3 ) (28.4 ) $ 131.5 $ 233.2 $ 71.9 During the year ended December 31, 2017 , the Company incurred total expense of $61.6 million ( 2016 : $223.1 million , 2015 : $nil ) related to replacement awards held by Baxalta employees as further described below. This includes integration related expenses of $14.8 million during the year ended December 31, 2017 ( 2016 : $171.0 million , 2015 : $nil ), primarily due to the acceleration of unrecognized expense associated with certain employees impacted by the integration. There were no capitalized share-based compensation costs as of December 31, 2017 , 2016 and 2015 . As of December 31, 2017 , $218.3 million ( 2016 : $244.2 million , 2015 : $115.3 million ) of total unrecognized compensation cost relating to non-vested awards is expected to be recognized over a period of three years . Share-based compensation plans Prior to February 28, 2015, the Company granted stock-settled share appreciation rights (SARs) and performance share awards (PSAs) over ordinary shares and ADSs to Executive Directors and employees under the Shire Portfolio Share Plan (PSP) (Parts A and B). The SARs and PSAs granted under the PSP (Parts A and B) to Executive Directors are exercisable subject to performance and service criteria. Substantially all SARs and PSAs granted to employees are exercisable subject only to service criteria. The principal terms and conditions of SARs and PSAs under the PSP (Parts A and B) are as follows: (i) the contractual life of SARs is seven years , (ii) the vesting period of SARs and PSAs granted to employees below the level of Executive Vice President allows for graded vesting over three years , and (iii) awards granted to the level of Executive Director and Executive Vice President cliff vest after three years , of which awards to the level of Executive Director contain performance conditions based on growth in Non-GAAP adjusted return on invested capital (Adjusted ROIC) and Non-GAAP earnings before interest, taxation, depreciation and amortization (Non-GAAP EBITDA). In 2014, the Company granted PSAs under the PSP to employees at Executive Vice President level and to a select group of senior employees, which are exercisable subject to performance and service criteria. These PSAs cliff vested after three years and contain performance conditions as explained above. Since February 28, 2015, the Company has granted awards under the Shire Long Term Incentive Plan 2015 (LTIP). Under the LTIP, the Company grants stock-settled share appreciation rights (SARs), restricted stock units (RSUs) and performance share units (PSUs) over ordinary shares and ADSs to Executive Directors and employees. The PSUs granted under the LTIP and SARs granted to Executive Directors are exercisable subject to performance and service criteria. RSUs granted under the LTIP and SARs granted to all other employees are exercisable subject only to service criteria. The principal terms and conditions of SARs, RSUs and PSUs granted under the LTIP are as follows: (i) the contractual life of SARs is seven years , (ii) the vesting period of SARs and RSUs granted to employees below the level of Executive Vice President allows for graded vesting, and (iii) all SARs granted to Executive Directors and employees at Executive Vice President level and all PSUs granted cliff vest after three years and, with the exception of SARs granted to employees at Executive Vice President level, contain performance conditions based on Product sales and Non-GAAP EBITDA targets; a Non-GAAP Adjusted ROIC underpin is also used at the end of the three year performance period to assess the underlying performance of the Company before determining the final vesting levels for awards with performance conditions. In addition, a further two year holding period will apply to all awards granted to Executive Directors post vesting. The Company also operates a Global Employee Stock Purchase Plan and UK/Irish Sharesave Plans. Replacement Awards Issued to Baxalta Employees In connection with the acquisition of Baxalta and pursuant to the merger agreement associated with the acquisition, outstanding Baxalta equity awards held by Baxalta employees or employees of Baxter were cancelled and exchanged for Shire equity awards. The outstanding Baxalta equity awards consisted primarily of stock options and RSUs and hence were replaced with Shire’s stock options and RSUs. The replacement Shire awards generally have the same terms and conditions (including vesting) as the former Baxalta awards for which they were exchanged. The value of the replacement share-based awards granted was designed to generally preserve both the intrinsic value and the fair value of the award immediately prior to the acquisition. Following the acquisition, the Company records share-based compensation expense associated with the acquisition-date fair value of acquired Baxalta employees’ replacement options and RSUs that is attributable to post-acquisition service requirements, as well as share-based compensation expense for post-acquisition service requirements associated with certain remaining unvested Baxter share-based awards held by the acquired Baxalta employees. The portions of the acquisition-date fair values of the awards that are attributable to post-combination service are recognized over the remaining service period of the awards. The following awards were outstanding as of December 31, 2017 : Compensation type Number of awards Expiration period from date of issue Vesting period Stock-settled SARs SARs 15,693,527 7 years 3 years graded vesting and/or 3 years cliff vesting subject to performance criteria for Executive Directors only UK/Irish Sharesave Plans Stock options 184,647 6 months after vesting 3 or 5 years Global Employee Stock Purchase Plan Stock options 315,646 On vesting date 1 to 5 years Baxalta Replacement Options Stock options 9,425,001 10 years 3 years graded vesting Stock-settled SARs and stock options 25,618,821 RSUs, PSUs and PSAs RSUs, PSUs and PSAs 3,258,380 3 years 3 years graded vesting, 3 years cliff vesting subject to performance criteria for Executive Directors and certain senior employees only Baxalta Replacement RSUs RSU 701,340 3 years 3 years graded vesting RSUs/PSUs and PSAs 3,959,720 Stock-settled SARs and stock options SARs under LTIP and PSP (Part A) Stock-settled share appreciation rights (SARs) granted to Executive Directors are exercisable subject to service and performance criteria. In respect of any award made to Executive Directors under the LTIP, performance criteria are based on Product sales and Non-GAAP EBITDA targets, with a Non-GAAP Adjusted ROIC underpin. In respect of any award made to Executive Directors under the PSP (Part A), performance criteria are based on growth in Non-GAAP Adjusted ROIC and Non-GAAP EBITDA. These performance measures are an important measure of the Company’s ability to meet the strategic objective to grow value for all of its stakeholders. Awards granted to employees below Executive Director level are not subject to performance conditions and are only subject to service conditions. Once awards have vested, participants will have until the seventh anniversary of the date of grant to exercise their awards. UK/Irish Sharesave Plans (Sharesave Plans) Options granted under the Sharesave Plans are granted with an exercise price equal to 80% and 75% of the mid-market price on the day before invitations are issued to UK and Ireland employees, respectively. Employees may enter into three or five year savings contracts. No performance conditions apply. Shire Global Employee Stock Purchase Plan (Stock Purchase Plan) Under the Stock Purchase Plan, options are granted with an exercise price equal to 85% of the fair market value of a share on the day before the enrollment date (the first day of the offering period) or the day before the exercise date (the last day of the offering period), whichever is the lower. Employees agree to save for a period up to 12 months . No performance conditions apply. Baxalta Replacement Options The replacement stock options were issued consistent with the vesting conditions of the replaced award (as explained above). Replacement stock options had contractual terms of 10 years from the initial grant date. The majority of stock options outstanding vested in one-third increments over a three year period, although certain awards cliff vest or have longer or shorter service periods. The fair value on the acquisition date attributable to post-combination service, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the remaining vesting period. A summary of the status of the Company’s SARs and stock options including replacement awards as of December 31, 2017 and of the related activity during the period then ended is presented below: Year ended December 31, 2017 Weighted average exercise price Number of shares Intrinsic value (In millions) £ £ Outstanding as of beginning of period 38.98 21,869,833 Granted 45.11 9,865,956 Exercised 34.99 (3,312,318 ) Forfeited 44.00 (2,804,650 ) Outstanding as of end of period 39.75 25,618,821 31.4 Exercisable as of end of period 35.11 13,329,159 29.3 Excluded from the table above are replacement stock options issued to Baxter employees as part of the acquisition of Baxalta. The Company issued 8.8 million stock options to Baxter employees on June 3, 2016, out of which 6.2 million and 6.2 million were outstanding and exercisable, respectively, as of December 31, 2017 . The weighted average grant date fair value of SARs and stock options granted in the year ended December 31, 2017 was £9.72 ( 2016 : £8.25 ; 2015 : £10.36 ). SARs and stock options including Baxalta Replacement Options, outstanding as of December 31, 2017 have the following characteristics: Number of awards outstanding Exercise prices Weighted Average remaining contractual term (Years) Weighted average exercise price of awards outstanding Number of awards exercisable Weighted average exercise price of awards exercisable £ £ £ 2,373,820 9.27-28.00 2.4 24.47 2,367,984 24.48 9,537,750 28.01-40.00 6.3 33.64 8,010,506 33.30 13,707,251 40.01-70.48 5.5 46.65 2,950,669 48.55 25,618,821 13,329,159 RSUs, PSUs and PSAs RSUs and PSUs under LTIP and PSAs under PSP (Part B) PSUs and PSAs granted to Executive Directors and employees at Executive Vice President level are exercisable subject to certain performance and service criteria. RSUs and PSAs granted to all other employees are not subject to performance criteria and are only subject to service conditions. The performance criteria for PSUs granted under the LTIP is based on Product sales and Non-GAAP EBITDA targets, typically with a Non-GAAP Adjusted ROIC underpin. The performance criteria for PSAs under the PSP (Part B) is based on growth in Non-GAAP Adjusted ROIC and Non-GAAP EBITDA. Baxalta Replacement RSUs The replacement RSUs were issued consistent with the vesting conditions of the replaced award (as explained above) and generally continue to vest in one-third increments over a three -year period. The fair value on the acquisition date attributable to post-combination service, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the remaining vesting period. A summary of the status of the Company’s RSUs, PSUs and PSAs as of December 31, 2017 and of the related activity during the period then ended is presented below: RSUs, PSUs and PSAs Number of shares Weighted average grant date fair value Weighted average remaining life £ Outstanding as of beginning of period 3,976,657 41.31 Granted 2,520,239 45.38 Exercised (1,779,205 ) 43.23 Forfeited (757,971 ) 44.99 Outstanding as of end of period 3,959,720 42.33 4.9 Exercisable as of end of period — — N/A Excluded from the table above are replacement RSUs issued to Baxter employees as part of the acquisition of Baxalta. The Company issued 0.5 million RSUs to Baxter employees on June 3, 2016, out of which $nil were outstanding as of December 31, 2017 . Exercises of share-based awards The total intrinsic values of share-based awards exercised, including those held by Baxter employees, for the years ended December 31, 2017 , 2016 and 2015 were $147.1 million , $214.6 million and $198.8 million , respectively. The total cash received as a result of share option exercises for the period ended December 31, 2017 , 2016 and 2015 was approximately $134.1 million , $169.2 million and $16.6 million , respectively. In connection with these exercises, the tax benefit credited to additional paid-in capital for the years ended December 31, 2017 , 2016 and 2015 was $nil , $8.8 million and $31.6 million , respectively. With the adoption of a new accounting standard on accounting for stock-based compensation, effective January 1, 2017, excess tax benefits were recognized as a component of income tax expense rather than Additional paid-in capital. The Company will settle future awards with either newly listed ordinary shares or with shares held in the EBT. The number of shares that the EBT will purchase in 2018 is dependent on the number of awards granted and exercised during the year and Shire plc’s share price. As of December 31, 2017 , the EBT held 0.5 million ordinary shares and 0.2 million ADSs. Valuation methodologies The Company estimates the fair value of its share-based awards using a Black-Scholes valuation model. Key input assumptions used to estimate the fair value of share-based awards include the grant price of the award, the expected stock-based award term, volatility of the Company’s share price, the risk-free rate and the Company’s dividend yield. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in estimating the fair values of Shire’s stock-based awards. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. The fair value of share awards granted was estimated using the following assumptions: Years ended December 31, 2017 2016 2015 Risk-free interest rate 0.4-1.9% 0.29-1.6% 0.6-1.8% Expected dividend yield 0.3-0.6% 0.3-0.5% 0.2-0.4% Expected life 1-3.88 years 1-4 years 1-4 years Volatility 25-29% 26-29% 23-26% Forfeiture rate 0% 5-7% 5-7% The following assumptions were used to value share-based awards: • risk-free interest rate - for awards granted over ADSs, the U.S. Federal Reserve treasury constant maturities rate with a term consistent with the expected life of the award is used. For awards granted over ordinary shares, the yield on UK government bonds with a term consistent with the expected life of the award is used; • expected dividend yield - measured as the average annualized dividend estimated to be paid by the Company over the expected life of the award as a percentage of the share price at the grant date; • expected life - estimated based on the contractual term of the awards and the effects of employees’ expected exercise and post-vesting employment termination behavior; • expected volatility - measured using historical daily price changes of the Company’s share price over the respective expected life of the share-based awards at the date of the award; and • forfeiture rate - estimated using historical trends of the number of awards forfeited prior to vesting. Upon the 2017 adoption of a new rule on accounting for stock-based compensation, the Company elected to account for forfeitures in relation to service conditions as they occur. As such, the estimated forfeiture rate was 0% starting in 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Future minimum lease payments under operating leases as of December 31, 2017 are presented below: (In millions) Operating leases 2018 $ 188.5 2019 164.8 2020 155.2 2021 146.6 2022 128.8 Thereafter 795.8 $ 1,579.7 The Company leases land, facilities, motor vehicles and certain equipment under operating leases expiring through 2032. Lease and rental expense amounted to $167.6 million , $100.8 million and $40.7 million for the year ended December 31, 2017 , 2016 and 2015 , respectively, which is predominately included in Cost of sales and SG&A expenses in the Company’s Consolidated Statement of Operations. Letters of credit and guarantees As of December 31, 2017 and December 31, 2016 , the Company had irrevocable standby letters of credit and guarantees with various banks and insurance companies totaling $224.8 million and $139.7 million (being the contractual amounts), respectively, providing security for the Company’s performance of various obligations. These obligations are primarily in respect of the recoverability of insurance claims, lease obligations and supply commitments. Commitments Clinical testing As of December 31, 2017 , the Company had committed to pay approximately $1,409.9 million ( December 31, 2016 : $1,037.4 million ) to contract vendors for administering and executing clinical trials. The timing of these payments is dependent upon actual services performed by the organizations as determined by patient enrollment levels and related activities. Contract manufacturing As of December 31, 2017 , the Company had committed to pay approximately $467.2 million ( December 31, 2016 : $528.9 million ) in respect of contract manufacturing. The Company expects to pay $216.5 million of these commitments in 2018 . Other purchasing commitments As of December 31, 2017 , the Company had committed to pay approximately $1,692.5 million ( December 31, 2016 : $1,745.4 million ) for future purchases of goods and services, predominantly relating to active pharmaceutical ingredients sourcing. The Company expects to pay $960.0 million of these commitments in 2018 . Investment commitments As of December 31, 2017 , the Company had outstanding commitments to purchase common stock and interests in companies and partnerships, respectively, for amounts totaling $48.9 million ( December 31, 2016 : $76.4 million ) which may all be payable in 2018 , depending on the timing of capital calls. The investment commitments include additional funding to certain variable interest entities (VIEs) for which Shire is not the primary beneficiary. Capital commitments As of December 31, 2017 , the Company had committed to spend $328.2 million ( December 31, 2016 : $100.5 million ) on capital projects. Baxter related tax indemnification Baxter International Inc. (Baxter) and Baxalta entered into a tax matters agreement, effective on the date of Baxalta’s separation from Baxter, which employs a direct tracing approach, or where direct tracing approach is not feasible, an allocation methodology, to determine which company is liable for pre-separation income tax items for U.S. federal, state and foreign jurisdictions. With respect to tax liabilities that are directly traceable or allocated to Baxalta but for which Baxalta was not the primary obligor, Baxalta recorded a tax indemnification amount that would be due to Baxter upon Baxter discharging the associated tax liability to the taxing authority. |
Legal and Other Proceedings
Legal and Other Proceedings | 12 Months Ended |
Dec. 31, 2017 | |
Legal Proceedings [Abstract] | |
Legal and Other Proceedings | Legal and Other Proceedings The Company expenses legal costs when incurred. The Company recognizes loss contingency provisions for probable losses when management is able to reasonably estimate the loss. When the estimated loss lies within a range, the Company records a loss contingency provision based on its best estimate of the probable loss. If no particular amount within that range is a better estimate than any other amount, the minimum amount is recorded. Estimates of losses may be developed before the ultimate loss is known, and are therefore refined each accounting period as additional information becomes known. An outcome that deviates from the Company’s estimate may result in an additional expense or release in a future accounting period. As of December 31, 2017 , provision for litigation losses, insurance claims and other disputes totaled $76.2 million ( December 31, 2016 : $415.0 million ). The Company’s principal pending legal and other proceedings are disclosed below. The outcomes of these proceedings are not always predictable and can be affected by various factors. For those legal and other proceedings for which it is considered at least reasonably possible that a loss has been incurred, the Company discloses the possible loss or range of possible loss in excess of the recorded loss contingency provision, if any, where such excess is both material and estimable. MYDAYIS On October 12, 2017, Shire was notified that Teva Pharmaceuticals USA, Inc. had submitted an abbreviated new drug application (ANDA) to the FDA seeking permission to market a generic version of MYDAYIS. Within the requisite 45-day period, Shire filed a lawsuit in the U.S. District Court for the District of Delaware against Teva Pharmaceuticals USA, Inc., Actavis Laboratories, Inc. and Teva Pharmaceutical Industries Limited (collectively the “Teva entities”). No dates for a Markman hearing or trial have been set. Petitions to institute inter partes reviews (IPRs) against US Patent numbers 8,846,100 and 9,173,857 were filed by KVK Tech. Both of these patents are listed in the Orange Book as covering MYDAYIS and are among the patents-in-suit in the infringement action brought against the Teva entities as noted above. A decision on whether to institute the IPRs is expected on or before July 10, 2018. If one or both IPRs are instituted, a decision on the merits is expected on or before July 10, 2019. LIALDA In May 2010, Shire was notified that Zydus Pharmaceuticals USA, Inc. (Zydus) had submitted an ANDA under the Hatch-Waxman Act seeking permission to market a generic version of LIALDA. Within the requisite 45-day period, Shire filed a lawsuit in the U.S. District Court for the District of Delaware against Zydus and Cadila Healthcare Limited, doing business as Zydus Cadila. A Markman hearing took place on January 29, 2015 and a Markman ruling was issued on July 28, 2015. A trial took place between March 28, 2016 and April 1, 2016. On September 16, 2016 the court issued its ruling finding that the proposed generic product would not infringe the asserted claims. Shire appealed the ruling to the Court of Appeals for the Federal Circuit (CAFC). On May 9, 2017, the CAFC affirmed the ruling of the district court. Zydus’ ANDA has been approved and the generic product is now available in the U.S. In February 2012, Shire was notified that Osmotica Pharmaceutical Corporation (Osmotica) had submitted an ANDA under the Hatch-Waxman Act seeking permission to market a generic version of LIALDA. Within the requisite 45-day period, Shire filed a lawsuit in the U.S. District Court for the Northern District of Georgia against Osmotica. A Markman hearing took place on August 22, 2013 and a Markman ruling was issued on September 25, 2014. The court issued an Order on February 27, 2015 in which all dates in the scheduling order were stayed. Osmotica’s ANDA was withdrawn as of March 31, 2017 and the case was dismissed. In March 2012, Shire was notified that Watson Laboratories Inc.-Florida had submitted an ANDA under the Hatch-Waxman Act seeking permission to market a generic version of LIALDA. Within the requisite 45-day period, Shire filed a lawsuit in the U.S. District Court for the Southern District of Florida against Watson Laboratories Inc.-Florida and Watson Pharmaceuticals, Inc., Watson Pharma, Inc. and Watson Laboratories, Inc. (collectively, “Watson”) were subsequently added as defendants. A trial took place in April 2013 and on May 9, 2013 the trial court issued a decision finding that the proposed generic product infringes the patent-in-suit and that the patent is not invalid. Watson appealed the trial court’s ruling to the CAFC and a hearing took place on December 2, 2013. The ruling of the CAFC was issued on March 28, 2014 overruling the trial court on the interpretation of two claim terms and remanding the case for further proceedings. Shire petitioned the Supreme Court for a writ of certiorari which was granted on January 26, 2015. The Supreme Court also vacated the CAFC decision and remanded the case to the CAFC for further consideration in light of the Supreme Court’s recent decision in Teva v. Sandoz. On June 3, 2015, the CAFC reaffirmed their previous decision to reverse the District Court’s claims construction and remanded the case to the U.S. District Court for the Southern District of Florida. A trial was held on January 25-27, 2016. A ruling was issued on March 28, 2016 upholding the validity of the patent and finding that Watson’s proposed ANDA product infringes the patent-in-suit. Watson appealed the ruling to the CAFC and oral argument took place on October 5, 2016. The CAFC issued a ruling on February 10, 2017 reversing the trial court’s ruling of infringement and remanding the case to the lower court for entry of a ruling of non-infringement. On May 18, 2017, the lower court entered judgment of non-infringement. In April 2012, Shire was notified that Mylan had submitted an ANDA under the Hatch-Waxman Act seeking permission to market a generic version of LIALDA. Within the requisite 45-day period, Shire filed a lawsuit in the U.S. District Court for the Middle District of Florida against Mylan. A Markman hearing took place on December 22, 2014. A Markman ruling was issued on March 23, 2015. Following a four-day bench trial in September 2016 in the U.S. District Court for the Middle District of Florida, the court handed down a ruling that Mylan’s proposed generic version of LIALDA infringes claims 1 and 3 of the Orange Book listed patent for LIALDA. In connection with this finding of infringement, the court also entered an injunction prohibiting Mylan from making, using, selling, offering for sale and/or importing their proposed ANDA product before the expiration of the patent (June 8, 2020) and requiring that the approval date for their ANDA be on or after the expiration of the patent. On June 14, 2017, the U.S. District Court for the Middle District of Florida granted Mylan's Motion for Reconsideration and entered judgment of non-infringement. Shire filed an appeal with the Court of Appeals of the Federal Circuit on July 7, 2017. No date for oral argument has been set. In March 2015, Shire was notified that Amneal had submitted an ANDA under the Hatch-Waxman Act seeking permission to market a generic version of LIALDA. Within the requisite 45 day period, Shire filed a lawsuit in the U.S. District Court for the District of New Jersey against Amneal, Amneal Pharmaceuticals of New York, LLC and Amneal Pharmaceuticals Co. India Pvt. Ltd. A Markman hearing took place on July 25, 2016. A Markman ruling was issued on August 2, 2016. No trial date has been set. In September 2015, Shire was notified that Lupin Ltd. had submitted an ANDA under the Hatch-Waxman Act seeking permission to market a generic version of LIALDA. Within the requisite 45 day period, Shire filed a lawsuit in the U.S. District Court for the District of Maryland against Lupin Ltd., Lupin Pharmaceuticals Inc., Lupin Inc. and Lupin Atlantis Holdings SA. A Markman hearing originally scheduled to take place on November 10, 2016, was cancelled and has not yet been rescheduled. No trial date has been set. VANCOCIN On April 6, 2012, ViroPharma Incorporated (ViroPharma) received a notification that the United States Federal Trade Commission (FTC) was conducting an investigation into whether ViroPharma had engaged in unfair methods of competition with respect to VANCOCIN which Shire acquired in January 2014. Following the divestiture of VANCOCIN in August 2014, Shire retained certain liabilities including any potential liabilities related to the VANCOCIN citizen petition. On August 3, 2012, and September 8, 2014, ViroPharma and Shire respectively received Civil Investigative Demands from the FTC requesting additional information related to this matter. Shire has fully cooperated with the FTC’s investigation. On February 7, 2017, the FTC filed a Complaint against Shire alleging that ViroPharma engaged in conduct in violation of U.S. antitrust laws arising from a citizen petition ViroPharma filed in 2006 related to Food & Drug Administration’s policy for evaluating bioequivalence for generic versions of VANCOCIN. The complaint seeks equitable relief, including an injunction and disgorgement. The Company filed a motion to dismiss on April 10, 2017. At this time, Shire is unable to predict the outcome or duration of this case. ELAPRASE On September 24, 2014, Shire’s Brazilian affiliate, Shire Farmaceutica Brasil Ltda, was served with a lawsuit brought by the State of Sao Paulo and in which the Brazilian Public Attorney’s office has intervened alleging that Shire is obligated to provide certain medical care including ELAPRASE for an indefinite period at no cost to patients who participated in ELAPRASE clinical trials in Brazil, and seeking recoupment to the Brazilian government for amounts paid on behalf of these patients to date, and moral damages associated with these claims. On May 6, 2016, the trial court judge ruled on the case and dismissed all the claims under the class action, which was appealed. On February 20, 2017, the Court of Appeals in Sao Paulo issued the final decision on merit in favor of Shire and dismissed all the claims under the class action. On July 12, 2017, the Public Prosecutor filed an appeal addressed to the Supreme Court. During the last quarter of 2017, the State of Sao Paulo filed appeals addressed to the Superior Court of Justice and to the Supreme Court. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Shareholders' Equity Authorized common stock The authorized stock of Shire plc as of December 31, 2017 , was 1,500,000,000 ordinary shares and 2 subscriber ordinary shares. Dividends Under Jersey law, Shire plc is entitled to fund payments of dividends from any source (other than a capital redemption reserve or nominal capital account) subject to the Directors authorizing the distribution making a solvency statement in the prescribed statutory form. As of December 31, 2017 , Shire plc’s distributable reserves were approximately $4.2 billion . Treasury stock The Company records the purchase of its own shares by the EBT and under the share buy-back program as a reduction of shareholders’ equity based on the price paid for the shares. As of December 31, 2017 , the EBT held 0.5 million in ordinary shares (2016: 0.5 million ; 2015: 0.6 million ) and 0.2 million ADSs (2016: 0.2 million ; 2015: 0.2 million ) and shares held under the share buy-back program were 7.4 million ordinary shares (2016: 8.0 million ; 2015: 8.5 million ). During the years ended December 31, 2017 and 2016 the Company did not purchase any shares either through the EBT or under any share buy-back program. Income Access Share Arrangements Shire has put into place income access share arrangements which enable ordinary shareholders, other than ADS holders, to choose whether they receive their dividends from Shire plc, a company tax resident in the Republic of Ireland, or from Shire Biopharmaceuticals Holdings (Old Shire), a Shire group company tax resident in the UK. Old Shire has issued one income access share to the Income Access Trust (IAS Trust), which is held by the trustee of the IAS Trust (Trustee). The mechanics of the arrangements are as follows: (i) If a dividend is announced or declared by Shire plc on its ordinary shares, an amount is paid by Old Shire by way of a dividend on the income access share to the Trustee, and such amount is paid by the Trustee to ordinary shareholders who have elected to receive dividends under these arrangements. The dividend which would otherwise be payable by Shire plc to its ordinary shareholders will be reduced by an amount equal to the amount paid to its ordinary shareholders by the Trustee. (ii) If the dividend paid on the income access share and on-paid by the Trustee to ordinary shareholders is less than the total amount of the dividend announced or declared by Shire plc on its ordinary shares, Shire plc will be obliged to pay a dividend on the relevant ordinary shares equivalent to the amount of the shortfall. In such a case, any dividend paid on the ordinary shares will generally be subject to Irish withholding tax at the rate of 20.0% or such lower rate as may be applicable under exemptions from withholding tax contained in Irish law. (iii) An ordinary shareholder is entitled to make an income access share election such that he/she will receive his/her dividends (which would otherwise be payable by Shire plc) under these arrangements from Old Shire. This can be done by submitting an IAS arrangement election form containing information on the participating shareholders pursuant to Shire plc’s Articles of Association. The ADS Depositary has made an election on behalf of all holders of ADSs such that they will receive dividends from Old Shire under the income access share arrangements. Dividends paid by Old Shire under the income access share arrangements will not, under current legislation, be subject to any UK or Irish withholding taxes. If a holder of ADSs does not wish to receive dividends from Old Shire under the income access share arrangements, he/she must withdraw his/her ordinary shares from the ADS program prior to the dividend record date set by the ADS Depositary and request delivery of the Shire plc ordinary shares. This will enable him/her to receive dividends from Shire plc. It is the expectation, although there can be no certainty, that Old Shire will distribute dividends on the income access share to the Trustee for the benefit of all ordinary shareholders who make an income access share election in an amount equal to what would have been such ordinary shareholders’ entitlement to dividends from Shire plc in the absence of the income access share election. If any dividend paid on the income access share and or paid to the ordinary shareholders is less than such ordinary shareholders’ entitlement to dividends from Shire plc in the absence of the income access share election, the dividend on the income access share will be allocated pro rata among the ordinary shareholders and Shire plc will pay the balance to these ordinary shareholders by way of dividend. In such circumstances, there will be no grossing up by Shire plc in respect of, and Old Shire and Shire plc will not compensate those ordinary shareholders for, any adverse consequences including any Irish withholding tax consequences. Shire will be able to suspend or terminate these arrangements at any time, in which case the full Shire plc dividend will be paid directly by Shire plc to those ordinary shareholders (including the Depositary) who have made an income access share election. In such circumstances, there will be no grossing up by Shire plc in respect of, and Old Shire and Shire plc will not compensate those ordinary shareholders for, any adverse consequences including any Irish withholding tax consequences. In the year ended December 31, 2017 , Old Shire paid dividends totaling $245.6 million (2016: $150.6 million ; 2015: $127.7 million ) on the income access share to the Trustee in an amount equal to the dividend ordinary shareholders would have received from Shire plc. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Shire comprises one operating and reportable segment engaged in the research, development, licensing, manufacturing, marketing, distribution and sale of innovative specialist medicines to meet significant unmet patient needs. This is consistent with how the financial information is viewed for the purposes of evaluating performance, allocating resources, and planning and forecasting future periods and how the operations are managed by the Executive Committee (Shire’s chief operating decision maker). This segment is supported by several key functions: a Pipeline Committee, an In-Line Committee, a Technical Operations group and a Corporate group. The Pipeline Committee consists of R&D and Corporate Development and is responsible for prioritizing the activities towards progressing and acquiring development programs across a variety of therapeutic areas. The Technical Operations group is responsible for the Company’s global supply chain. The In-line Committee focuses on commercializing marketed products and support of the development of the Company's pipeline candidates. The business is also supported by a simplified, centralized corporate function group. None of these functional groups meets all of the criteria to be considered an individual operating segment. Geographic information Revenues (based on the geographic location from which the sale originated): Years ended December 31, (In millions) 2017 2016 2015 Ireland $ 55.5 $ 41.6 $ 14.1 United States 9,642.1 7,666.9 4,659.2 Rest of the world 5,463.0 3,688.1 1,743.4 Total revenues $ 15,160.6 $ 11,396.6 $ 6,416.7 Long-lived assets comprise all non-current assets, (excluding goodwill and intangible assets, deferred contingent consideration assets, deferred tax assets, investments and financial instruments) based on their relevant geographic location. Years ended December 31, (In millions) 2017 2016 Ireland $ 94.0 $ 41.2 United States 4,603.0 6,449.4 Austria 737.3 — Rest of the world 1,314.3 84.0 Total $ 6,748.6 $ 6,574.6 Material customers In the periods set out below, certain customers accounted for greater than 10% of the Company’s Product sales: Years ended December 31, 2017 2017 2016 2016 2015 2015 (in millions, except %) % Product sales % Product sales % Product sales AmerisourceBergen Corp $ 1,408.1 10 $ 1,695.3 16 $ 1,048.3 17 McKesson Corp. 1,333.1 9 1,336.7 12 1,044.1 17 Cardinal Health Inc. 1,079.2 7 1,052.2 10 796.9 13 Amounts outstanding in respect of these material customers were as follows: December 31, (In millions) 2017 2016 AmerisourceBergen Corp $ 469.9 $ 427.2 McKesson Corp. 512.4 312.9 Cardinal Health Inc. 325.3 278.4 In the periods set out below, Revenues by franchise were as follows. In 2017, Immunology includes HAE from Genetic Diseases; prior year amounts have been reclassified to conform with current year presentation. Years ended December 31, (In millions) 2017 2016 2015 Product sales by franchise IMMUNOGLOBULIN THERAPIES $ 2,236.6 $ 1,143.9 $ — HEREDITARY ANGIOEDEMA 1,429.6 1,310.9 1,062.7 BIO THERAPEUTICS 704.1 372.2 — Immunology 4,370.3 2,827.0 1,062.7 HEMOPHILIA 2,957.3 1,789.0 — INHIBITOR THERAPIES 828.3 451.8 — Hematology 3,785.6 2,240.8 — VYVANSE 2,161.1 2,013.9 1,722.2 ADDERALL XR 348.0 363.8 362.8 MYDAYIS 21.6 — — Other Neuroscience 133.4 112.8 115.4 Neuroscience 2,664.1 2,490.5 2,200.4 LIALDA/MEZAVANT 569.4 792.1 684.4 GATTEX/REVESTIVE 335.5 219.4 141.7 PENTASA 313.2 309.4 305.8 NATPARA/NATPAR 147.4 85.3 24.4 Other Internal Medicine 304.8 349.3 344.3 Internal Medicine 1,670.3 1,755.5 1,500.6 ELAPRASE 615.7 589.0 552.6 REPLAGAL 472.1 452.4 441.2 VPRIV 349.9 345.7 342.4 Genetic Diseases 1,437.7 1,387.1 1,336.2 Oncology 261.7 130.5 — Ophthalmics 259.2 54.4 — Total Product sales 14,448.9 10,885.8 6,099.9 Royalties and other revenues Royalties 448.4 382.6 300.5 Other revenues 263.3 128.2 16.3 Total royalties and other revenues 711.7 510.8 316.8 Total revenues $ 15,160.6 $ 11,396.6 $ 6,416.7 |
Agreements and Transactions
Agreements and Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Agreements and Transactions [Abstract] | |
Agreements and Transactions with Baxter | Agreements and Transactions with Baxter In connection with Baxalta’s separation from Baxter on July 1, 2015, Baxalta and Baxter entered into several separation-related agreements that provided a framework for Baxalta’s relationship with Baxter after the separation. These agreements, among others, included a manufacturing and supply agreement, a transition services agreement and a tax matters agreement. Under the terms of the manufacturing and supply agreement, the Company manufactures certain products and materials and sells them to Baxter at an agreed-upon price reflecting the Company’s cost plus a mark-up for certain products and materials. The Company reported revenues associated with the manufacturing and supply agreement with Baxter during the year ended December 31, 2017 and 2016 of approximately $137.3 million and $81.0 million , respectively. The 2016 reported revenues were for the period from June 3, 2016 acquisition date through December 31, 2016 . Under the terms of the transition services agreement, the Company and Baxter provide various services to each other on an interim, transitional basis. The services provided by Baxter to the Company include certain finance, information technology, human resources, quality, supply chain and other administrative services and functions, and are generally provided on a cost-plus basis. Certain of these services extend through June 30, 2018. The Company reported Selling, general and administrative expenses associated with the transition services agreement with Baxter during the year ended December 31, 2017 and 2016 of approximately $52.3 million and $54.0 million , respectively. The 2016 reported expenses were for the period from June 3, 2016 acquisition date through December 31, 2016 . For a certain portion of Baxalta’s non U.S. operations, the legal transfer of net assets from Baxter had not occurred by the June 3, 2016 acquisition date due to the time required to transfer marketing authorizations and other regulatory requirements in each of these countries. Under the terms of the international commercial operations agreement with Baxter, the Company is responsible for the business activities conducted by Baxter on its behalf, and is subject to the risks and entitled to the benefits generated by these operations and assets. As a result, the related assets and liabilities and results of operations are reported in the Company’s Consolidated Financial Statements following the acquisition of Baxalta. The majority of these operations were transferred to the Company on December 31, 2016 . Net sales related to these operations for the year ended December 31, 2017 were $ nil ( 2016 : $101.0 million ). The outstanding balance of the assets and liabilities related to these operations was $ nil as of December 31, 2017 . As of December 31, 2016 the assets and liabilities of these operations consisted of $11.0 million of inventories, which were reported in Inventories on the Consolidated Balance Sheet, other assets of $50.0 million , which were reported as Prepaid expenses and other current assets, and liabilities of $3.0 million , which were reported in Other current liabilities. The tax matters agreement governs Baxter and Baxalta’s and now the Company’s respective rights, responsibilities and obligations after the distribution with respect to taxes for any tax period ending on or before the distribution date, as well as tax periods beginning before and ending after the distribution date. In addition, the tax matters agreement addresses the allocation of liability for taxes that were incurred as a result of restructuring activities undertaken to effectuate the distribution and provides for Baxalta to indemnify Baxter against any tax liabilities resulting from Baxalta’s action or inaction that causes the merger-related transactions to be taxable. Net tax-related indemnification liabilities as of December 31, 2017 associated with the tax matters agreement with Baxter are discussed in Note 24 , Commitments and Contingencies , of these Consolidated Financial Statements. As of December 31, 2017 , the Company had total amounts due from or to Baxter of $103.1 million (2016: $189.0 million ) reported in Prepaid expenses and other current assets, $63.2 million (2016: $72.0 million ) reported in Other current liabilities and $59.6 million (2016: $92.0 million ) reported in Other non-current liabilities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 25, 2018, Shire entered into a licensing agreement with AB Biosciences Inc (AB Biosciences). The license grants Shire exclusive worldwide rights to develop and commercialize a recombinant immunoglobulin product candidate. Under the terms of the agreement, AB Biosciences will grant Shire an exclusive, worldwide license to its intellectual property relating to its pan receptor interacting molecule program. AB Biosciences will receive an upfront license fee payment and is eligible to receive contingent research, development, and commercialization milestones as well as royalty payments. On January 8, 2018, Shire announced that the first stage of its strategic review of its Neuroscience business was completed. The Board concluded that the Neuroscience business warrants additional focus and investment and that there is a strong business rationale for creating two distinct businesses within Shire: a Rare Disease business and a Neuroscience business. The Company expects to report the operational performance metrics of each business separately beginning with the first quarter of 2018. |
Guarantor Financial Information
Guarantor Financial Information | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Guarantor Financial Information | Guarantor Financial Information On June 3, 2016, Shire plc provided full and unconditional, joint and several guarantees of the floating rate senior notes due 2018, 2.0% senior notes due 2018, 2.875% senior notes due 2020, 3.6% senior notes due 2022, 4.0% senior notes due 2025 and 5.25% senior notes due 2045 (collectively, "Baxalta Notes"), of Baxalta Inc., a 100% owned subsidiary of the Company. Amounts related to Baxalta Inc. and its subsidiaries are included in the condensed consolidating financial information for periods subsequent to June 3, 2016, the date of Baxalta Inc.'s acquisition. On September 23, 2016, Shire plc provided full and unconditional, joint and several guarantees of the 1.90% senior notes due 2019, 2.40% senior notes due 2021, 2.875% senior notes due 2023 and 3.20% senior notes due 2026, of SAIIDAC (collectively, "SAIIDAC Notes"), a 100% owned subsidiary of the Company. On December 1, 2016, Baxalta Inc., a wholly-owned subsidiary of Shire plc, became a guarantor to the SAIIDAC Notes. Accordingly, both Baxalta Inc. and Shire plc are now co-guarantors of the SAIIDAC Notes. In accordance with the requirements of SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered”, the following tables present Condensed Consolidating Financial Statements of the two separate guarantee structures of the Baxalta Notes and SAIIDAC Notes, for: • Shire plc - Parent Guarantor; • SAIIDAC Subsidiary Issuer - issuer subsidiary of the SAIIDAC Notes; (a) • Baxalta Inc. - issuer subsidiary of the Baxalta Notes and guarantor subsidiary of the SAIIDAC Notes; (b) • Non-Guarantor Non-Issuer Subsidiaries - presents all other subsidiaries of the Parent Guarantor on a combined basis, none of which guarantee the Baxalta Notes or SAIIDAC Notes; (c) • Non-Guarantor Subsidiaries of Baxalta Notes - presents combined Non-Guarantor Non-Issuer Subsidiaries, including SAIIDAC, under the guarantee structure where Baxalta Inc. is the subsidiary issuer (a+c); and • Eliminations - primarily relate to eliminations of investments in subsidiaries and intercompany balances and transactions. The Condensed Consolidating Financial Statements present investments in subsidiaries using the equity method of accounting. Condensed Consolidating Balance Sheets (In millions) As of December 31, 2017 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 0.5 $ 471.9 $ 471.9 $ — $ 472.4 Restricted cash — — — 39.4 39.4 — 39.4 Accounts receivable, net — — — 3,009.8 3,009.8 — 3,009.8 Inventories — — — 3,291.5 3,291.5 — 3,291.5 Prepaid expenses and other current assets — 1.6 95.2 698.5 700.1 — 795.3 Intercompany receivables — 120.2 — 4,682.3 4,802.5 (4,802.5 ) — Short term intercompany loan receivable — 2,006.3 — — 2,006.3 (2,006.3 ) — Total current assets — 2,128.1 95.7 12,193.4 14,321.5 (6,808.8 ) 7,608.4 Investments 43,204.3 — 38,924.6 13,059.4 13,059.4 (94,947.2 ) 241.1 Property, plant and equipment (PP&E), net — — 7.6 6,627.8 6,627.8 — 6,635.4 Goodwill — — — 19,831.7 19,831.7 — 19,831.7 Intangible assets, net — — — 33,046.1 33,046.1 — 33,046.1 Deferred tax asset — — 304.1 188.8 188.8 (304.1 ) 188.8 Long term intercompany loan receivable — 12,050.2 1,609.3 — 12,050.2 (13,659.5 ) — Other non-current assets — 2.8 — 202.6 205.4 — 205.4 Total assets $ 43,204.3 $ 14,181.1 $ 40,941.3 $ 85,149.8 $ 99,330.9 $ (115,719.6 ) $ 67,756.9 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 0.2 $ 85.9 $ 18.1 $ 4,080.3 $ 4,166.2 $ — $ 4,184.5 Short term borrowings and capital leases — 2,006.3 748.8 33.6 2,039.9 — 2,788.7 Intercompany payables 3,585.3 — 1,217.2 — — (4,802.5 ) — Short term intercompany loan payable — — — 2,006.3 2,006.3 (2,006.3 ) — Other current liabilities 573.5 — 10.7 324.6 324.6 — 908.8 Total current liabilities 4,159.0 2,092.2 1,994.8 6,444.8 8,537.0 (6,808.8 ) 7,882.0 Long term borrowings and capital leases — 12,050.2 4,308.9 393.3 12,443.5 — 16,752.4 Deferred tax liability — — — 5,052.3 5,052.3 (304.1 ) 4,748.2 Long term intercompany loan payable 2,868.9 — — 10,790.6 10,790.6 (13,659.5 ) — Other non-current liabilities — — 70.0 2,127.9 2,127.9 — 2,197.9 Total liabilities 7,027.9 14,142.4 6,373.7 24,808.9 38,951.3 (20,772.4 ) 31,580.5 Total equity 36,176.4 38.7 34,567.6 60,340.9 60,379.6 (94,947.2 ) 36,176.4 Total liabilities and equity $ 43,204.3 $ 14,181.1 $ 40,941.3 $ 85,149.8 $ 99,330.9 $ (115,719.6 ) $ 67,756.9 Condensed Consolidating Balance Sheets (In millions) As of December 31, 2016 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 41.7 $ 487.1 $ 487.1 $ — $ 528.8 Restricted cash — — — 25.6 25.6 — 25.6 Accounts receivable, net — — — 2,616.5 2,616.5 — 2,616.5 Inventories — — — 3,562.3 3,562.3 — 3,562.3 Prepaid expenses and other current assets 1.8 — 97.1 707.4 707.4 — 806.3 Intercompany receivables — 120.5 — 5,154.4 5,274.9 (5,274.9 ) — Short term intercompany loan receivable — 2,594.8 — — 2,594.8 (2,594.8 ) — Total current assets 1.8 2,715.3 138.8 12,553.3 15,268.6 (7,869.7 ) 7,539.5 Investments 35,656.1 — 34,644.2 12,571.8 12,571.8 (82,680.5 ) 191.6 Property, plant and equipment (PP&E), net — — 27.4 6,442.2 6,442.2 — 6,469.6 Goodwill — — — 17,888.2 17,888.2 — 17,888.2 Intangible assets, net — — — 34,697.5 34,697.5 — 34,697.5 Deferred tax asset — — 273.0 96.7 96.7 (273.0 ) 96.7 Long term intercompany loan receivable — 14,431.0 480.7 — 14,431.0 (14,911.7 ) — Other non-current assets 3.9 — 33.8 114.6 114.6 — 152.3 Total assets $ 35,661.8 $ 17,146.3 $ 35,597.9 $ 84,364.3 $ 101,510.6 $ (105,734.9 ) $ 67,035.4 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 1.3 $ 85.7 $ 20.0 $ 4,205.4 $ 4,291.1 $ — $ 4,312.4 Short term borrowings and capital leases 450.0 2,594.8 — 23.2 2,618.0 — 3,068.0 Intercompany payables 5,247.1 — 27.8 — — (5,274.9 ) — Short term intercompany loan payable — — — 2,594.8 2,594.8 (2,594.8 ) — Other current liabilities — — 64.6 298.3 298.3 — 362.9 Total current liabilities 5,698.4 2,680.5 112.4 7,121.7 9,802.2 (7,869.7 ) 7,743.3 Long term borrowings and capital leases — 14,431.0 5,063.6 405.2 14,836.2 — 19,899.8 Deferred tax liability — — — 8,595.7 8,595.7 (273.0 ) 8,322.7 Long term intercompany loan payable 610.1 — — 14,301.6 14,301.6 (14,911.7 ) — Other non-current liabilities 405.3 — 61.8 1,654.5 1,654.5 — 2,121.6 Total liabilities 6,713.8 17,111.5 5,237.8 32,078.7 49,190.2 (23,054.4 ) 38,087.4 Total equity 28,948.0 34.8 30,360.1 52,285.6 52,320.4 (82,680.5 ) 28,948.0 Total liabilities and equity $ 35,661.8 $ 17,146.3 $ 35,597.9 $ 84,364.3 $ 101,510.6 $ (105,734.9 ) $ 67,035.4 Condensed Consolidating Statements of Operations (In millions) Year ended December 31, 2017 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated Revenues: Product sales $ — $ — $ — $ 14,448.9 $ 14,448.9 $ — $ 14,448.9 Royalties and other revenues — — — 711.7 711.7 — 711.7 Total revenues — — — 15,160.6 15,160.6 — 15,160.6 Costs and expenses: Cost of sales — — — 4,700.8 4,700.8 — 4,700.8 Research and development — — — 1,763.3 1,763.3 — 1,763.3 Selling, general and administrative 5.8 — 13.6 3,511.5 3,511.5 — 3,530.9 Amortization of acquired intangible assets — — 2.2 1,766.2 1,766.2 — 1,768.4 Integration and acquisition costs 168.2 — 110.6 615.7 615.7 — 894.5 Reorganization costs — — — 47.9 47.9 — 47.9 Gain on sale of product rights — — — (0.4 ) (0.4 ) — (0.4 ) Total operating expenses 174.0 — 126.4 12,405.0 12,405.0 — 12,705.4 Operating income/(loss) from continuing operations (174.0 ) — (126.4 ) 2,755.6 2,755.6 — 2,455.2 Interest income/(expense), net (145.8 ) 3.6 (91.4 ) (335.6 ) (332.0 ) — (569.2 ) Other income/(expense), net 2.2 — 4.4 0.8 0.8 — 7.4 Total other income/(expense), net (143.6 ) 3.6 (87.0 ) (334.8 ) (331.2 ) — (561.8 ) Income/(loss) from continuing operations before income taxes and equity in earnings/(losses) of equity method investees (317.6 ) 3.6 (213.4 ) 2,420.8 2,424.4 — 1,893.4 Income taxes 3.5 (0.9 ) 7.5 2,347.5 2,346.6 — 2,357.6 Equity in earnings/(losses) of equity method investees, net of taxes 4,585.6 — 1,572.8 2.5 2.5 (6,158.4 ) 2.5 Income/(loss) from continuing operations, net of taxes 4,271.5 2.7 1,366.9 4,770.8 4,773.5 (6,158.4 ) 4,253.5 Gain from discontinued operations, net of taxes — — — 18.0 18.0 — 18.0 Net income/(loss) 4,271.5 2.7 1,366.9 4,788.8 4,791.5 (6,158.4 ) 4,271.5 Comprehensive income/(loss) $ 7,144.1 $ 2.7 $ 3,963.5 $ 7,655.6 $ 7,658.3 $ (11,621.8 ) $ 7,144.1 Condensed Consolidating Statements of Operations (In millions) Year ended December 31, 2016 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated Revenues: Product sales $ — $ — $ — $ 10,885.8 $ 10,885.8 $ — $ 10,885.8 Royalties and other revenues — — — 510.8 510.8 — 510.8 Total revenues — — — 11,396.6 11,396.6 — 11,396.6 Costs and expenses: Cost of sales — — — 3,816.5 3,816.5 — 3,816.5 Research and development — — 0.4 1,439.4 1,439.4 — 1,439.8 Selling, general and administrative 59.8 — 29.4 2,926.0 2,926.0 — 3,015.2 Amortization of acquired intangible assets — — — 1,173.4 1,173.4 — 1,173.4 Integration and acquisition costs — — 302.0 581.9 581.9 — 883.9 Reorganization costs — — — 121.4 121.4 — 121.4 Gain on sale of product rights — — — (16.5 ) (16.5 ) — (16.5 ) Total operating expenses 59.8 — 331.8 10,042.1 10,042.1 — 10,433.7 Operating income/(loss) from continuing operations (59.8 ) — (331.8 ) 1,354.5 1,354.5 — 962.9 Interest income/(expense), net (100.6 ) 36.5 (45.1 ) (342.0 ) (305.5 ) — (451.2 ) Other income/(expense), net 0.9 — 2.7 (29.2 ) (29.2 ) — (25.6 ) Total other income/(expense), net (99.7 ) 36.5 (42.4 ) (371.2 ) (334.7 ) — (476.8 ) Income/(loss) from continuing operations before income taxes and equity in earnings/(losses) of equity method investees (159.5 ) 36.5 (374.2 ) 983.3 1,019.8 — 486.1 Income taxes 4.3 (9.1 ) 88.9 42.0 32.9 — 126.1 Equity in earnings/(losses) of equity method investees, net of taxes 482.6 — (657.5 ) (8.7 ) (8.7 ) 174.9 (8.7 ) Income/(loss) from continuing operations, net of taxes 327.4 27.4 (942.8 ) 1,016.6 1,044.0 174.9 603.5 Loss from discontinued operations, net of taxes — — — (276.1 ) (276.1 ) — (276.1 ) Net income/(loss) 327.4 27.4 (942.8 ) 740.5 767.9 174.9 327.4 Comprehensive income/(loss) $ (986.4 ) $ 27.4 $ (2,148.9 ) $ (572.9 ) $ (545.5 ) $ 2,694.4 $ (986.4 ) Condensed Consolidating Statements of Operations (In millions) Year ended December 31, 2015 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated Revenues: Product sales $ — $ — $ — $ 6,099.9 $ 6,099.9 $ — $ 6,099.9 Royalties and other revenues — — — 316.8 316.8 — 316.8 Total revenues — — — 6,416.7 6,416.7 — 6,416.7 Costs and expenses: Cost of sales — — — 969.0 969.0 — 969.0 Research and development — — — 1,564.0 1,564.0 — 1,564.0 Selling, general and administrative 24.9 — — 1,816.2 1,816.2 1.4 1,842.5 Amortization of acquired intangible assets — — — 498.7 498.7 — 498.7 Integration and acquisition costs — — 39.8 39.8 — 39.8 Reorganization costs — — — 97.9 97.9 — 97.9 Gain on sale of product rights — — — (14.7 ) (14.7 ) — (14.7 ) Total operating expenses 24.9 — — 4,970.9 4,970.9 1.4 4,997.2 Operating income/(loss) from continuing operations (24.9 ) — — 1,445.8 1,445.8 (1.4 ) 1,419.5 Interest income/(expense), net (63.6 ) (1.7 ) — 27.9 26.2 — (37.4 ) Other income/(expense), net 0.9 — — 2.8 2.8 — 3.7 Total other income/(expense), net (62.7 ) (1.7 ) — 30.7 29.0 — (33.7 ) Income/(loss) from continuing operations before income taxes and equity in earnings/(losses) of equity method investees (87.6 ) (1.7 ) — 1,476.5 1,474.8 (1.4 ) 1,385.8 Income taxes 2.9 — — (49.0 ) (49.0 ) — (46.1 ) Equity in earnings/(losses) of equity method investees, net of taxes 1,388.1 — — (2.2 ) (2.2 ) (1,388.1 ) (2.2 ) Income/(loss) from continuing operations, net of taxes 1,303.4 (1.7 ) — 1,425.3 1,423.6 (1,389.5 ) 1,337.5 Loss from discontinued operations, net of taxes — — — (34.1 ) (34.1 ) — (34.1 ) Net income/(loss) 1,303.4 (1.7 ) — 1,391.2 1,389.5 (1,389.5 ) 1,303.4 Comprehensive income/(loss) $ 1,151.1 $ (1.7 ) $ — $ 1,238.9 $ 1,237.2 $ (1,237.2 ) $ 1,151.1 Condensed Consolidating Statements of Cash Flows (In millions) Year ended December 31, 2017 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by/(used in) operating activities $ — $ 6.6 $ (13.1 ) $ 4,263.2 $ 4,269.8 $ — $ 4,256.7 CASH FLOWS FROM INVESTING ACTIVITIES: Transactions with subsidiaries (10,349.3 ) (2,670.2 ) (5,604.9 ) (21,427.5 ) (24,097.7 ) 40,051.9 — Purchases of PP&E — — — (798.8 ) (798.8 ) — (798.8 ) Proceeds/(payment) from sale of investments — — (9.7 ) 98.3 98.3 — 88.6 Movements in restricted cash — — — (13.7 ) (13.7 ) — (13.7 ) Other, net — — — 23.0 23.0 — 23.0 Net cash provided by/(used in) investing activities (10,349.3 ) (2,670.2 ) (5,614.6 ) (22,118.7 ) (24,788.9 ) 40,051.9 (700.9 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving line of credit, long term and short term borrowings 2,110.0 1,610.0 — 516.7 2,126.7 — 4,236.7 Repayment of revolving line of credit, long term and short term borrowings (2,560.0 ) (4,600.0 ) — (521.4 ) (5,121.4 ) — (7,681.4 ) Proceeds from intercompany borrowings 10,801.5 5,653.6 5,582.6 18,014.2 23,667.8 (40,051.9 ) — Payment of dividend (35.8 ) — — (245.5 ) (245.5 ) — (281.3 ) Proceeds from issuance of stock for share-based compensation 33.6 — 4.8 95.7 95.7 — 134.1 Other, net — — (0.9 ) (26.5 ) (26.5 ) — (27.4 ) Net cash provided by/(used in) financing activities 10,349.3 2,663.6 5,586.5 17,833.2 20,496.8 (40,051.9 ) (3,619.3 ) Effect of foreign exchange rate changes on cash and cash equivalents — — — 7.1 7.1 — 7.1 Net decrease in cash and cash equivalents — — (41.2 ) (15.2 ) (15.2 ) — (56.4 ) Cash and cash equivalents at beginning of period — — 41.7 487.1 487.1 — 528.8 Cash and cash equivalents at end of period $ — $ — $ 0.5 $ 471.9 $ 471.9 $ — $ 472.4 Condensed Consolidating Statements of Cash Flows (In millions) Year ended December 31, 2016 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by/(used in) operating activities $ (136.9 ) $ 232.8 $ (51.0 ) $ 2,614.0 $ 2,846.8 $ — $ 2,658.9 CASH FLOWS FROM INVESTING ACTIVITIES: Transactions with subsidiaries (2,890.0 ) (18,228.8 ) (480.7 ) (4,707.3 ) (22,936.1 ) 26,306.8 — Purchases of PP&E — — (11.1 ) (637.6 ) (637.6 ) — (648.7 ) Purchases of businesses, net of cash acquired — — — (17,476.2 ) (17,476.2 ) — (17,476.2 ) Proceeds from sale of investments — — — 0.9 0.9 — 0.9 Movements in restricted cash — — — 62.8 62.8 — 62.8 Other, net — — — (31.0 ) (31.0 ) — (31.0 ) Net cash provided by/(used in) investing activities (2,890.0 ) (18,228.8 ) (491.8 ) (22,788.4 ) (41,017.2 ) 26,306.8 (18,092.2 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving line of credit, long term and short term borrowings 2,355.0 30,079.9 — 8.5 30,088.4 — 32,443.4 Repayment of revolving line of credit, long term and short term borrowings (3,405.0 ) (13,009.2 ) — 9.9 (12,999.3 ) — (16,404.3 ) Proceeds from intercompany borrowings 4,077.8 1,097.6 521.9 20,609.5 21,707.1 (26,306.8 ) — Payment of dividend (20.7 ) — — (150.6 ) (150.6 ) — (171.3 ) Debt issuance costs — (172.3 ) — — (172.3 ) — (172.3 ) Proceeds from issuance of stock for share-based compensation 19.8 — 132.9 16.5 16.5 — 169.2 Other, net — — (70.3 ) 31.4 31.4 — (38.9 ) Net cash provided by/(used in) financing activities 3,026.9 17,996.0 584.5 20,525.2 38,521.2 (26,306.8 ) 15,825.8 Effect of foreign exchange rate changes on cash and cash equivalents — — — 0.8 0.8 — 0.8 Net decrease in cash and cash equivalents — — 41.7 351.6 351.6 — 393.3 Cash and cash equivalents at beginning of period — — — 135.5 135.5 — 135.5 Cash and cash equivalents at end of period $ — $ — $ 41.7 $ 487.1 $ 487.1 $ — $ 528.8 Condensed Consolidating Statements of Cash Flows (In millions) Year ended December 31, 2015 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by/(used in) operating activities $ (133.5 ) $ — $ — $ 2,470.5 $ 2,470.5 $ — $ 2,337.0 CASH FLOWS FROM INVESTING ACTIVITIES: Transactions with subsidiaries (3,570.0 ) — — (3,048.2 ) (3,048.2 ) 6,618.2 — Purchases of PP&E — — — (114.7 ) (114.7 ) — (114.7 ) Purchases of businesses, net of cash acquired — — — (5,553.4 ) (5,553.4 ) — (5,553.4 ) Proceeds from sale of investments — — — 85.7 85.7 — 85.7 Movements in restricted cash — — — (32.0 ) (32.0 ) — (32.0 ) Other, net — — — (5.5 ) (5.5 ) — (5.5 ) Net cash provided by/(used in) investing activities (3,570.0 ) — — (8,668.1 ) (8,668.1 ) 6,618.2 (5,619.9 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving line of credit, long term and short term borrowings 3,760.0 — — 0.8 0.8 — 3,760.8 Repayment of revolving line of credit, long term and short term borrowings (3,110.0 ) — — (0.9 ) (0.9 ) — (3,110.9 ) Proceeds from intercompany borrowings 3,048.2 — — 3,570.0 3,570.0 (6,618.2 ) — Payment of dividend (6.8 ) — — (127.6 ) (127.6 ) — (134.4 ) Debt issuance costs (4.5 ) — — (19.6 ) (19.6 ) — (24.1 ) Proceeds from issuance of stock for share-based compensation 16.6 — — — — — 16.6 Other, net — — — (69.0 ) (69.0 ) — (69.0 ) Net cash provided by/(used in) financing activities 3,703.5 — — 3,353.7 3,353.7 (6,618.2 ) 439.0 Effect of foreign exchange rate changes on cash and cash equivalents — — — (3.0 ) (3.0 ) — (3.0 ) Net decrease in cash and cash equivalents — — — (2,846.9 ) (2,846.9 ) — (2,846.9 ) Cash and cash equivalents at beginning of period — — — 2,982.4 2,982.4 — 2,982.4 Cash and cash equivalents at end of period $ — $ — $ — $ 135.5 $ 135.5 $ — $ 135.5 |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly results of operations (Unaudited) The following table presents summarized unaudited quarterly results for the years to December 31, 2017 and 2016: 2017 Q1 Q2 Q3 Q4 (In millions, except per share data) Total revenues $ 3,572.3 $ 3,745.8 $ 3,697.6 $ 4,144.9 Cost of product sales 1,327.0 1,108.9 1,001.4 1,263.5 Income from continuing operations, net of taxes 354.8 241.5 551.2 3,106.0 Gain/(loss) from discontinued operations, net of taxes 20.2 (1.2 ) (0.4 ) (0.6 ) Net income 375.0 240.3 550.8 3,105.4 Earnings per ordinary share - basic Earnings from continuing operations $ 0.39 $ 0.27 $ 0.61 $ 3.42 Gain from discontinued operations 0.02 — — — Earnings per share - basic $ 0.41 $ 0.27 $ 0.61 $ 3.42 Earnings per ordinary share - diluted Earnings from continuing operations $ 0.39 $ 0.26 $ 0.60 $ 3.41 Gain from discontinued operations 0.02 — — — Earnings per share - diluted $ 0.41 $ 0.26 $ 0.60 $ 3.41 2016 Q1 Q2 Q3 Q4 (In millions, except per share data) Total revenues $ 1,709.3 $ 2,429.1 $ 3,452.1 $ 3,806.1 Cost of product sales 248.6 778.1 1,736.2 1,053.6 Income/(loss) from continuing operations, net of taxes 409.5 86.6 (368.5 ) 475.9 Gain/(loss) from discontinued operations, net of taxes 9.5 (248.7 ) (18.3 ) (18.6 ) Net income/(loss) 419.0 (162.1 ) (386.8 ) 457.3 Earnings per ordinary share - basic Earnings/(loss) from continuing operations $ 0.69 $ 0.12 $ (0.41 ) $ 0.53 Gain/(loss) from discontinued operations 0.02 (0.36 ) (0.02 ) (0.02 ) Earnings/(loss) per share - basic $ 0.71 $ (0.24 ) $ (0.43 ) $ 0.51 Earnings per ordinary share - diluted Earnings/(loss) from continuing operations $ 0.69 $ 0.12 $ (0.41 ) $ 0.52 Earnings/(loss) from discontinued operations 0.02 (0.36 ) (0.02 ) (0.02 ) Earnings/(loss) per share - diluted $ 0.71 $ (0.24 ) $ (0.43 ) $ 0.50 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II - Valuation and Qualifying Accounts Provision for sales rebates, returns, coupons and deferred tax asset valuation allowance Beginning balance Provision charged to income Additions through acquisitions Utilization / cash payments Ending balance (In millions) 2017: Accrued rebates - Medicaid and HMOs $ 1,431.3 $ 3,069.8 $ — $ (2,888.4 ) $ 1,612.7 Sales returns reserve 118.4 105.0 — (47.7 ) 175.7 Accrued coupons 71.3 291.5 — (310.4 ) 52.4 Deferred tax asset valuation allowance 569.4 81.4 — (15.1 ) 635.7 2016: Accrued rebates - Medicaid and HMOs $ 982.4 $ 2,702.4 $ 185.8 $ (2,439.3 ) $ 1,431.3 Sales returns reserve 128.3 19.5 — (29.4 ) 118.4 Accrued coupons 26.6 236.9 — (192.2 ) 71.3 Deferred tax asset valuation allowance 416.1 166.4 — (13.1 ) 569.4 2015: Accrued rebates - Medicaid and HMOs $ 882.1 $ 2,128.0 $ — $ (2,027.7 ) $ 982.4 Sales returns reserve 131.7 19.4 — (22.8 ) 128.3 Accrued coupons 20.1 140.5 — (134.0 ) 26.6 Deferred tax asset valuation allowance 324.7 81.5 98.9 (89.0 ) 416.1 In the analysis above, due to systems limitations, it is not practical and has not been necessary to break out current versus prior year activity. When applicable, Shire has performed general ledger reviews of sales deduction provisions charged to income, and the utilization of these provisions in subsequent years. Shire has determined that adjustments made in each year as a result of changes to estimates that related to prior year sales, and adjustments made as a result of differences between prior period provisions and actual payments, did not have a material impact on the Company’s financial performance or position either in each individual year, or in the Company’s performance over the reported period. |
Notes to the New Shire Income A
Notes to the New Shire Income Access Share Trust Financial Statements | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Notes to the Shire Income Access Share Trust Financial Statements | NOTES TO THE NEW SHIRE INCOME ACCESS SHARE TRUST FINANCIAL STATEMENTS 1. Description of the Trust The New Shire Income Access Share Trust (Trust) was established on August 29, 2008 by Shire Biopharmaceuticals Holdings (formerly Shire plc). The Trust is governed by the applicable laws of England and Wales and is resident in Jersey. The Trustee of the Trust is Equiniti Trust (Jersey) Limited, 26 New Street, St Helier, Jersey, JE4 3RA. The Trust was established as part of the Income Access Share mechanism, as outlined in Note 26 , Shareholders' Equity . 2. Basis of Preparation The financial statements of the Trust have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The financial statements have been prepared under the historical cost convention. The preparation of financial statements in conformity with U.S. GAAP requires the use of certain accounting estimates. It also requires management to exercise its judgment in the process of applying the Trust’s accounting policies. Actual results may differ from these estimates. The results of operations, the financial position and cash flows of the Trust are consolidated in the Company’s Financial Statements, as contained on pages F-1 to F-85. 3. Summary of Significant Accounting Policies Functional currency The functional currency of the Trust is U.S. dollars. Foreign currency translation Income and expense items denominated in currencies other than the functional currency are translated into the functional currency at the rate ruling on their transaction date. Monetary assets and liabilities recorded in currencies other than the functional currency have been expressed in the functional currency at the rates of exchange ruling at the respective balance sheet dates. Differences on translation are included in the Consolidated Statements of Operations. Dividend income Interim dividends declared on the Income Access Share are recognized on a paid basis unless the dividend has been confirmed by a general meeting of Shire, in which case income is recognized on the record date of the dividend by Shire on its ordinary shares. 4. Capital account The Capital account is represented by the Income Access Share of 5 pence settled in the Trust by Old Shire. 5. Distributions Distributions are made to those shareholders of Shire who have elected to receive dividends from the Trust in accordance with the Trust Deed. Unclaimed dividends are not included in distributions made. As of December 31, 2017 the unclaimed dividends are immaterial. Amounts are recorded as distributed once a wire transfer or check is issued. All checks are valid for one year from the date of issue. Any wire transfers that are not completed are replaced by checks. To the extent that checks expire or are returned unrepresented, the Trust records a liability for unclaimed dividends and a corresponding amount of cash. 6. Market and Similar Risks The Trust, in its normal course of business, is not subject to market risk, credit risk or liquidity risk. The Trustees do not consider that any foreign exchange exposure will materially affect the operations of the Trust. |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of Shire plc, all of its subsidiaries and the Income Access Share trust, after elimination of inter-company accounts and transactions. They have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and U.S. Securities and Exchange Commission (SEC) regulations for annual reporting. |
Use of Estimates | Use of Estimates The preparation of Financial Statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates, judgments and assumptions that affect the reported and disclosed amounts of assets, liabilities and equity at the date of the Consolidated Financial Statements and reported amounts of revenues and expenses during the period. On an on-going basis, the Company evaluates its estimates, judgments and methodologies. Estimates are based on historical experience, current conditions and on various other assumptions that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amounts of revenues and expenses. Actual results may differ from these estimates under different assumptions or conditions. |
Consolidation | Consolidation The Consolidated Financial Statements reflect the financial statements of the Company and those of the Company's wholly-owned subsidiaries. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to non-controlling interests in its Consolidated Statements of Operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. Intercompany balances and transactions are eliminated in consolidation. The Company determines whether to consolidate subsidiaries based on either the variable interest entity (VIE) model or the voting interest model. The Company consolidates a VIE if it is determined that the Company is the primary beneficiary of the VIE. In determining whether the Company is the primary beneficiary of an entity, management applies a qualitative approach that determines whether the Company has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. The Company consolidates entities that are not VIEs if it is determined that the Company holds a majority voting interest in the entity. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Intercompany balances and transactions are eliminated in consolidation. |
Revenue recognition | Revenue recognition The Company recognizes revenue when all of the following criteria are met: • there is persuasive evidence an arrangement exists; • delivery has occurred or services have been rendered; • the price to the customer is fixed or determinable; and • collectibility is reasonably assured. Where applicable, all revenues are stated net of value added and similar taxes and trade discounts. The Company’s principal revenue streams and their respective accounting treatments are discussed below: Product sales Revenues from Product sales are recognized when title and risk of loss have passed to the customer, which is typically upon delivery. Product sales are recorded net of applicable reserves for discounts and allowances. Reserves for Discounts and Allowances The Company establishes reserves for trade discounts, chargebacks, distribution service fees, Medicaid rebates, managed care rebates, incentive rebates, product returns and other governmental rebates or applicable allowances. These reserves are based on estimates of the amounts earned or to be claimed on the related sales. Management's estimates take into consideration historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Actual amounts may ultimately differ from estimates. If actual results vary, management adjusts these estimates, which have an effect on earnings in the period of adjustment. • Trade discounts are generally credits granted to wholesalers, specialty pharmacies and other customers for remitting payment on their purchases within established incentive periods and are classified as a reduction of accounts receivable. • Chargebacks are credits or payments issued to wholesalers and distributors who provide products to qualified healthcare providers at prices lower than the list prices charged to the wholesaler or distributor. Reserves are estimated based on expected purchases by those qualified healthcare providers. Chargeback reserves are classified as a reduction of accounts receivable. • Distribution service fees are credits or payments issued to wholesalers, distributors and specialty pharmacies for compliance with various contractually-defined inventory management practices or services provided to support patient access to a product . These fees are generally based on a percentage of gross purchases but can also be based on additional services these entities provide. Most of these costs are reflected as a reduction of gross sales; however, to the extent benefit from services can be separately identified and the fair value determined, costs are classified in Selling, general and administrative expense. Reserves are classified within accrued expenses. • Medicaid rebates are payments to States under statutory and voluntary reimbursement arrangements. Reserves for these rebates are generally based on an estimate of expected product usage by Medicaid patients and expected rebate rates. Statutory rates are generally based on a percentage of selling price adjusted upwards for price increases in excess of published inflation indices. As a result, rebates generally increase as a percentage of the selling price over the life of the product (as prices increase). Medicaid rebate reserves are classified within accrued expenses. • Managed care rebates are payments to third parties, primarily pharmacy benefit managers and other health insurance providers. The reserve for these rebates is based on an estimate of customer buying patterns and applicable contractual rebate rates to be earned over each period. Reserves are classified within accrued expenses. • Incentive rebates are generally credits or payments issued to specialty pharmacies, distributors or Group Purchasing Organizations for qualified purchases of certain products. Reserves are estimated based on the terms of each individual contract and purchase volumes and are classified within accrued expenses. • Return credits are issued to customers for return of product damaged in shipment and, for certain products, return due to lot expiry. The majority of returns are due to expiry, and reserves are estimated based on historical returns experience. The returns reserve is classified within accrued expenses. • Other discounts and allowances include Medicare rebates, coupon and patient co-pay assistance. Medicare rebates are payments to certain health insurance providers of Medicare Part D coverage to qualified patients. Reserve estimates are based on customer buying patterns and applicable contractual rebate rates to be earned over each period. Coupon and co-pay assistance programs provide discounts to qualified patients. Reserve estimates are based on expected claim volumes under these programs and estimated cost per claim that the Company expects to pay. Reserves for Medicare and coupon and patient co-pay programs are classified within accrued expenses. Royalties and Other Revenue Royalty income relating to licensed technology is recognized when the licensee sells the underlying product, with the amount of royalty income recorded based on sales information received from the relevant licensee. The Company estimates sales amounts and related royalty income based on the historical product information for any period that the sales information is not available from the relevant licensee. Other revenue includes revenues derived from product out-licensing arrangements, which may consist of an initial up-front payment on inception of the license and subsequent milestone payments upon achievement of certain clinical and sales milestones. To the extent the license requires Shire to provide services to the licensee; up-front payments are deferred and recognized over the service period. |
Business combination and contingent consideration payable | Contingent consideration payable Contingent consideration payable represents future milestones and royalties the Company may be required to pay in conjunction with various business combinations. The amounts ultimately payable by the Company are dependent upon the successful achievement of the underlying scientific or commercial event and future net sales of the relevant products over applicable term. The Company records an obligation for such contingent payments at fair value on the acquisition date. The Company assesses the probability, and estimated timing, of these milestones being achieved and the present value of forecast future net sales of the relevant products and re-measures the related contingent consideration to fair value each balance sheet date. The amount of contingent consideration which may ultimately be payable by Shire in relation to future royalties is dependent upon future net sales of the relevant products over the life of the royalty term. The fair value of the Company’s contingent consideration payable, which is considered as Level 3 within the fair value hierarchy, could significantly increase or decrease due to changes in certain assumptions which underpin the fair value measurements. Each set of assumptions and milestones is specific to the individual contingent consideration payable. The assumptions include, among other things, the probability of, and period in which, the relevant milestone event is expected to be achieved; the amount of royalties that will be payable based on forecast net sales of the relevant products; and the discount rates to be applied in calculating the present values of the relevant milestone or royalty. The Company regularly reviews these assumptions, and makes adjustments to the fair value measurements as required by facts and circumstances. Business combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired, including in-process research and development (IPR&D) projects, and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Consolidated Financial Statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with a business combination (including the assumption of an acquiree’s liability arising from a business combination it completed prior to the acquisition) are recorded at their fair values on the acquisition date and remeasured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair values are recorded in earnings. |
Goodwill and Intangible Assets | Goodwill Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired in a business combination. Goodwill is not amortized, but instead is reviewed for impairment. Goodwill is reviewed annually, as of October 1, and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Events or changes in circumstances which could trigger an impairment review include but are not limited to: unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities and acts by governments and courts. For the purpose of assessing the carrying value of goodwill for impairment, goodwill is allocated at the Company’s reporting unit level. As described in Note 27 , Segment Reporting , the Company operates in one operating segment which it considers to be its only reporting unit. The Company reviews goodwill for impairment by firstly assessing qualitative factors, including comparing the market capitalization of the Company to the carrying value of its assets, to determine whether events or circumstances exist which indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing these qualitative factors, it is deemed more likely than not that the fair value of a reporting unit is less than its carrying value, a “two step” quantitative assessment is performed by comparing the carrying value of the reporting unit's net assets (including allocated goodwill) to the fair value of the reporting unit. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of its reporting unit, then it determines the implied fair value of its reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then an impairment loss equal to the difference is recorded. Intangible Assets Intangible assets primarily relate to commercially marketed products and IPR&D projects. Intangible assets are recorded at fair value at the time of their acquisition and are stated in the Consolidated Balance Sheets, net of accumulated amortization and impairments, if applicable. Intangible assets related to commercially marketed products are amortized over their estimated useful lives. Remaining useful lives range from 1 year to 24 years (weighted average 19 years ) and the Company amortizes its intangibles on an economic consumption method, or a straight-line basis when straight-line method approximates economic consumption method. Milestone payments made to third parties on and subsequent to regulatory approval are capitalized as intangible assets, and amortized over the remaining useful life of the related product. The following factors, where applicable, are considered in estimating the useful lives of intangible assets: • expected use of the asset; • regulatory, legal or contractual provisions, including the regulatory approval and review process, patent issues and actions by government agencies; • the effects of obsolescence, changes in demand, competing products and other economic factors, including the stability of the market, known technological advances, development of competing drugs that are more effective clinically or economically; • actions of competitors, suppliers, regulatory agencies or others that may eliminate current competitive advantages; and • historical experience of renewing or extending similar arrangements. Acquired IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the net cash flows to present value. The revenue and costs projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success of developing a new drug. Additionally, the projections consider the relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions by the Company and its competitors. The rates utilized to discount the net cash flows to their present value are commensurate with the stage of development of the projects and uncertainties in the economic estimates used in the projections. Upon the acquisition of IPR&D, the Company completes an assessment of whether the acquisition constitutes the purchase of a single asset or a group of assets. The Company considers multiple factors in this assessment, including the nature of the technology acquired, the presence or absence of separate cash flows, the development process and stage of completion, quantitative significance and its rationale for entering into the transaction. If the Company acquires a business as defined under applicable accounting standards, then the acquired IPR&D is capitalized as an intangible asset. If the Company acquires an asset or group of assets that do not meet the definition of a business, then the acquired IPR&D is expensed on its acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. IPR&D projects are considered to be indefinite-lived until completion of the associated R&D efforts. If and when development is complete, which generally occurs when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Intangible assets related to IPR&D projects are reviewed for impairment at least annually, as of October 1 st , until commercialization, after which time the IPR&D is amortized over its estimated useful life. Impairment of Long-lived Assets The Company evaluates the carrying value of long-lived assets, except for goodwill and indefinite lived intangible assets, whenever events or changes in circumstances indicate that the carrying amounts of the relevant assets may not be recoverable. When such a determination is made, management’s estimate of undiscounted cash flows to be generated by the use and ultimate disposition of these assets is compared to the carrying value of the assets to determine whether the carrying value is recoverable. If the carrying value is deemed not to be recoverable, the amount of the impairment recognized in the Consolidated Financial Statements is determined by estimating the fair value of the relevant assets and recording an impairment loss for the amount by which the carrying value exceeds the estimated fair value. The Company calculates the fair value using significant estimates and assumptions including but not limited to: revenues and operating profits related to the products, existing competitive activities and acts by governments and courts. Changes in these estimates and assumptions could materially affect the determination of fair value. Should the fair value of long-lived assets decline, charges for impairment may be necessary. |
Fair Value Measurements | Fair Value Measurements The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements: • Level 1 - Fair values are determined utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access; • Level 2 - Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The majority of the Company's financial assets have been classified as Level 1 and 2. The Company's financial assets, which include cash equivalents, derivative contracts, marketable equity and debt securities, and plan assets for deferred compensation, have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third-party pricing services or other market observable data. The Company utilizes industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. |
Accounts Receivable | Accounts receivable The Company's accounts receivable arise from Product sales and represent amounts due from its customers. The Company monitors the financial performance and credit worthiness of its large customers so that it can assess and respond to changes in their credit profile. The Company provides reserves against accounts receivable for estimated losses, if any, that may result from a customer's inability to pay. Amounts determined to be uncollectible are written-off against the reserve. |
Investments | Investments The Company has certain investments in pharmaceutical and biotechnology companies whose securities are not publicly traded and where fair value is not readily available. These investments are recorded using either the cost method or the equity method of accounting, depending on its ownership percentage and other factors that suggest the Company has significant influence. Under the equity method of accounting, the Company records its investments in equity-method investees in the consolidated balance sheet under Investments and its share of the investees’ earnings or losses together with other-than- temporary impairments in value under Equity in earnings/(losses) of equity method investees, net of taxes in the Consolidated Statements of Operations. The Company monitors these investments to evaluate whether any decline in their value has occurred that would be other-than-temporary, based on the implied value of recent company financings, public market prices of comparable companies, and general market conditions. All other equity investments, which consist of investments for which the Company does not have the ability to exercise significant influence, are accounted for under the cost method or at fair value. Investments in private companies are carried at cost, less provisions for other-than-temporary impairment in value. For investments in equity investments that have readily determinable fair values, the Company classifies its equity investments as available-for-sale and, accordingly, records these investments at their fair values with unrealized holding gains and losses included in the Consolidated Statements of Comprehensive Income, net of any related tax effect. Realized gains and losses, and declines in value of available-for-sale securities judged to be other-than-temporary, are included in Other income/(expense), net in the Consolidated Statements of Operations. The cost of securities sold is based on the specific identification method. Interest on securities classified as available-for-sale is included as Interest income in the Consolidated Statements of Operations. |
Inventories | Inventories Inventories are stated at the lower of cost, computed using the first-in, first-out method, and net realizable value. The inventory costs are classified as long term when the Company expects to utilize the inventory beyond the normal operating cycle and includes these costs in Other non-current assets in the Consolidated Balance Sheets. Capitalization of Inventory Costs The Company capitalizes inventory costs associated with its products prior to regulatory approval, when, based on management’s judgment, future commercialization is considered highly probable and the future economic benefit is expected to be realized. Obsolescence and Unmarketable Inventory Inventories are written down for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about future demand and market conditions. Amounts written down due to obsolescence and unmarketable inventory are charged to Cost of sales. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are carried at cost, net of accumulated depreciation and impairment losses. Property, plant and equipment are subject to review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The cost of normal, recurring, or periodic repairs and maintenance activities related to property, plant and equipment are expensed as incurred. The cost for planned major maintenance activities, including the related acquisition or construction of assets, is capitalized if the repair will result in future economic benefits. Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the useful life of the underlying asset. The Company also capitalizes certain direct and incremental costs associated with the validation effort required for licensing by regulatory agencies of new manufacturing equipment for the production of a commercially approved drug. These costs primarily include direct labor and material and are incurred in preparing the equipment for its intended use. The validation costs are amortized over the useful life of the related equipment. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives as follows: Asset category Estimated useful lives Land Not depreciated Buildings and leasehold improvements 15 to 50 years Office furniture, fittings and equipment 3 to 10 years Machinery, equipment and other 3 to 15 years At the time property, plant and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts. The profit or loss on such disposition is reflected in operating income. |
Assets Held for sale | Assets Held for Sale The Company classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: • management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; • the asset or disposal group is available for immediate sale in its present condition; • an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; • the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; • the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and • 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. The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. The Company assesses the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the Company ceases depreciation. |
Discontinued operations | Discontinued operations Discontinued operations comprise those activities that were disposed of during the period or which were classified as held for sale at the end of the period, and represent a separate major line of business or geographical area that can be clearly distinguished for operational and financial reporting purposes. |
Derivative financial instruments | Derivative financial instruments The Company uses derivative financial instruments to manage its exposure to foreign exchange risk to earnings relating to forecasted transactions and recognized assets and liabilities. For each derivative instrument that is designated and effective as a cash flow hedge, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income (AOCI) and then recognized in earnings consistent with the underlying hedged item. Cash flow hedges are classified in revenues and cost of sales and primarily relate to forecasted third-party sales denominated in foreign currencies and forecasted intercompany sales denominated in foreign currencies, respectively. In its application of hedge accounting, the Company assesses, both at inception and on a prospective basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of the hedged items. The Company also assesses hedge effectiveness on a retrospective basis every quarter with any hedge ineffectiveness recorded to the Consolidated Statements of Operations. The Company uses forward contracts to mitigate the effects of changes in foreign exchange relating to certain of the Company’s intercompany and third-party receivables and payables. These derivative instruments generally are not formally designated as hedges and the terms of these instruments generally do not exceed three months. The fair values of these instruments are included in the Consolidated Balance Sheets in Current assets or Current liabilities, with changes in the fair value recognized in the Consolidated Statements of Operations. The cash flows relating to these instruments are presented within Net cash provided by operating activities in the Consolidated Statements of Cash Flows, unless the derivative instruments are economically hedging specific investing or financing activities. |
Translation of foreign currency | Translation of foreign currency The functional currency for most of the foreign subsidiaries is their local currency. For the non-U.S. subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange at the balance sheet date. Income and expense items are translated at the average foreign exchange rates for the period. Adjustments resulting from the translation of the financial statements of the foreign operations into U.S. dollars are excluded from the determination of Net income and are recorded in AOCI, a separate component of equity. For subsidiaries where the functional currency of the assets and liabilities differ from the local currency, non-monetary assets and liabilities are translated at the rate of exchange in effect on the date assets were acquired while monetary assets and liabilities are translated at current rates of exchange as of the balance sheet date. Income and expense items are translated at the average foreign currency rates for the period. Translation adjustments of these subsidiaries are included in Other income/(expense), net. |
Cost of product sales | Cost of sales Cost of sales includes the cost of purchasing finished product for sale, the cost of raw materials and costs of manufacturing those products including shipping and handling costs, depreciation and amortization of intangible assets in respect of favorable manufacturing contracts. Royalties payable to third party intellectual property owners related to the sold products are also included in Cost of sales. |
Research and development (R&D) expense | Research and development (R&D) expense Research and development expenses consist of compensation and benefits, facilities and overhead expenses, clinical trial expenses and fees paid to contract research organizations (CROs), clinical supply and manufacturing expenses and upfront fees and milestones paid to collaborators. R&D expense also includes the impairment charges related to the IPR&D intangible assets. Research and development expenses are expensed as incurred. Payments that were made for research and development services prior to the services being rendered are recorded as Prepaid expenses and other current assets on the Consolidated Balance Sheets and are expensed as the services are provided. Management also accrues the costs of ongoing clinical trials associated with programs that have been terminated or discontinued for which there is no future economic benefit at the time the decision is made to terminate or discontinue the program. |
Selling, general and administrative expenses | Selling, general and administrative expenses Selling, general and administrative expenses are primarily comprised of compensation and benefits associated with sales and marketing, finance, human resources, legal, information technology and other administrative personnel, outside marketing, advertising and legal expenses and other general and administrative costs. |
Advertising costs | Advertising costs are expensed as incurred. |
Collaborative arrangements | Collaborative arrangements The Company enters into collaborative arrangements to develop and commercialize drug candidates. These collaborative arrangements often require up-front, milestone, royalty or profit share payments, or a combination of these, with payments often contingent upon the success of the related development and commercialization efforts. Collaboration agreements entered into by the Company may also include expense reimbursements or other such payments to the collaborating partner. The Company records payments received from the collaborative partners for their share of the development costs as a reduction of research and development expense . For collaborations with commercialized products, if the Company is the principal, it records revenue and the corresponding operating costs in their respective line items in the Consolidated Statements of Operations. If the Company is not the principal, it records operating costs as a reduction of revenue. |
Leased assets | Leased assets The costs of operating leases are charged to operations on a straight-line basis over the lease term, even if rental payments are not made on such a basis. Assets acquired under capital leases are included in the Consolidated Balance Sheets as property, plant and equipment and are depreciated over the shorter of the period of the lease or their useful lives. The capital element of future lease payments is recorded as a liability, while the interest element is charged to operations over the period of the lease to produce a level yield on the balance of the capital lease obligation. |
Finance costs of debt | Finance costs of debt Financing costs relating to debt issued are recorded against the corresponding debt and amortized to the Consolidated Statements of Operations over the period to the earliest redemption date of the debt, using the effective interest rate method. On extinguishment of the related debt, any unamortized deferred financing costs are written off and charged to Interest expense in the Consolidated Statements of Operations. |
Income taxes | Income taxes The provision for income taxes includes Irish corporation tax, US federal, state, local and other foreign taxes. Income taxes are accounted for under the liability method. Uncertain tax positions are recognized in the Consolidated Financial Statements for positions which are considered more likely than not of being sustained, based on the technical merits of the position on audit by the tax authorities. The measurement of the tax benefit recognized in the Consolidated Financial Statements is based upon the largest amount of tax benefit that, in management’s judgment, is greater than 50% likely of being realized based on a cumulative probability assessment of the possible outcomes. The Company recognizes interest and penalties relating to income taxes within Income taxes. Interest income on cash required to be deposited with the tax authorities is recognized within Interest income. Deferred tax assets and liabilities are recognized for differences between the carrying amounts of assets and liabilities in the Consolidated Financial Statements and the tax bases of assets and liabilities that will result in future taxable or deductible amounts. The deferred tax assets and liabilities are measured using the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Earnings per share | Earnings per share Basic earnings per share is based upon net income attributable to the Company divided by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is based upon net income attributable to the Company divided by the weighted average number of ordinary share equivalents outstanding during the period, adjusted for the dilutive effect of all potential ordinary shares equivalents that were outstanding during the year. Such potentially dilutive shares are excluded when the effect would be to increase diluted earnings per share or reduce the diluted loss per share. |
Share-based compensation | Share-based compensation The share-based compensation programs grant awards that include stock-settled share appreciation rights (SARs), stock options, performance share awards (PSAs), restricted stock units (RSUs) and performance share units (PSUs). The Company also operates a Global Employee Stock Purchase Plan, and Sharesave Plans in the UK and Ireland. Share-based compensation represents the cost of share-based awards granted to employees. The Company measures share-based compensation cost for awards classified as equity at the grant date, based on the estimated fair value of the award. Predominantly all of the Company’s awards have service and/or performance conditions and the fair values of these awards are estimated using a Black-Scholes valuation model. For share-based compensation awards which cliff vest, the Company recognizes the cost of the relevant share-based payment award as an expense on a straight-line basis (net of estimated forfeitures) over the employee’s requisite service period. For those share-based compensation awards with a graded vesting schedule, the Company recognizes the cost of the relevant share-based payment award as an expense on a straight-line basis (net of estimated forfeitures) over the requisite service period for the entire award (that is, over the requisite service period for the last separately vesting portion of the award). The share-based compensation expense is recorded in Cost of product sales, R&D, SG&A, Reorganization costs and Integration and Acquisition costs in the Consolidated Statements of Operations based on the employees’ respective functions. The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based on the amount of compensation cost recognized and the Company’s statutory tax rate in the jurisdiction in which it will receive a deduction. For the years ended December 31, 2016 and 2015, differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company’s income tax returns were recorded in additional paid-in capital (if the tax deduction exceeds the deferred tax asset) or in the Consolidated Statements of Operations (if the deferred tax asset exceeds the tax deduction and no additional paid-in capital exists from previous awards). Following the adoption of new accounting guidance effective January 1, 2017, for the year ended December 31, 2017, differences between the deferred tax assets and the actual tax deduction reported on the Company’s income tax returns were recorded in the Consolidated Statements of Operations, including if the tax deduction exceeds the deferred tax asset. The Company’s share-based compensation plans are described in more detail in Note 23 , Share-based Compensation Plans . |
New Accounting Pronouncements | New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. Adopted during the current period Inventory In July 2015, the FASB issued new guidance which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company adopted this standard as of January 1, 2017, which did not impact the Company's financial position or results of operations. Share-Based Payment Accounting In March 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard requires recognition of the income tax effects of vested or settled awards in the income statement and involves several other aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the Statements of Cash Flows and allows a one-time accounting policy election to account for forfeitures as they occur. The new standard was effective January 1, 2017. The Company adopted ASU 2016-09 in the first quarter of 2017. Before adoption, excess tax benefits or deficiencies from the Company's equity awards were recorded as Additional paid-in capital in its Consolidated Balance Sheets. Upon adoption, the Company recorded any excess tax benefits or deficiencies from its equity awards in its Consolidated Statements of Operations in the reporting periods in which vesting or settlement occurs. Amendments related to accounting for excess tax benefits have been adopted prospectively, resulting in recognition of excess tax benefits against Income taxes rather than Additional paid-in capital of $11.5 million for the twelve months ended December 31, 2017 . As a result of the adoption, the Company recorded an adjustment to Retained earnings of $39.0 million to recognize net operating loss carryforwards attributable to excess tax benefits on stock compensation that had not been previously recognized to Additional paid-in capital. Excess tax benefits for share-based payments are now included in Net cash provided by operating activities rather than Net cash provided by financing activities. The changes have been applied prospectively in accordance with the ASU and prior periods have not been adjusted. Upon adoption of ASU 2016-09, the Company elected to account for forfeitures in relation to service conditions as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment to Retained earnings of $10.7 million as of January 1, 2017. Definition of a Business In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides guidance to determine when an integrated set of assets and activities is not a business. The Company adopted this standard prospectively on January 1, 2017. To be adopted in future periods Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment. This new standard simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This standard will be effective for the Company as of January 1, 2020, with early adoption permitted for annual goodwill impairment tests performed after January 1, 2017. The Company does not expect the adoption of this standard to have a material impact on its financial position and results of operations. Revenue from Contracts with Customers In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard also requires additional qualitative and quantitative disclosures. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB has subsequently issued five additional ASUs amending the guidance in Topic 606, each with the same effective date and transition date of January 1, 2018. This amended guidance has been considered in the Company’s overall assessment of Topic 606. Shire will adopt this standard on January 1, 2018, using the modified retrospective transition method. The Company has identified two primary revenue streams from contracts with customers as part of its assessment: 1) product sales and 2) licensing arrangements. The Company completed its assessment of implementing the new standard. The adoption of the new standard will not have a material impact to revenue recognition related to product revenue or licensing arrangements. The impact of the adoption will be recorded as a cumulative effect adjustment in the Consolidated Statement of Changes in Equity upon adoption on January 1, 2018. Financial Instrument Accounting In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new standard amends certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair values be measured at fair value with changes in fair value recognized in the results of operations. This standard will be effective for the Company as of January 1, 2018. The adoption of this guidance will not have a material impact on its financial position and results of operations. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new accounting guidance will require the recognition of all long-term lease assets and lease liabilities by lessees and sets forth new disclosure requirements for those lease assets and liabilities. The standard requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements. This standard will be effective for the Company as of January 1, 2019. Early adoption is permitted. The Company is currently evaluating the potential impact on its financial position and results of operations of adopting this guidance. Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies certain aspects of the statement of cash flows, and aims to reduce diversity in practice regarding how certain transactions are classified in the statement of cash flows. This standard will be effective for the Company as of January 1, 2018. Early adoption is permitted. The adoption of this guidance will not have a material impact on the Company's Consolidated Statements of Cash Flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new guidance is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement. The guidance requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. This standard will be effective for the Company as of January 1, 2018. The adoption of this guidance will not have a material impact on the Company's Consolidated Statements of Cash Flows. Income Taxes In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory. This standard removes the current exception in U.S. GAAP prohibiting entities from recognizing current and deferred income tax expenses or benefits related to transfer of assets, other than inventory, within the consolidated entity. The current exception to defer the recognition of any tax impact on the transfer of inventory within the consolidated entity until it is sold to a third party remains unaffected. The Company will adopt the standard effective January 1, 2018 using a modified retrospective approach with a cumulative-effect adjustment to opening retained earnings in the first quarter of 2018. The adoption of this guidance will not have a material impact on its financial position and results of operations. Retirement Benefits Income Statement Presentation In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standard amends the income statement presentation of the components of net periodic benefit cost for defined benefit pension and other postretirement plans. The standard requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if such a subtotal is presented. The standard also requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. This standard will be effective for the Company as of January 1, 2018. The adoption of this guidance will not have a material impact on its financial position and results of operations. Share-Based Payment Accounting In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope Modification Accounting. The new standard clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. This standard will be effective for the Company as of January 1, 2018. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial position and results of operations. Derivatives and Hedging In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The standard amends its hedge accounting model to enable entities to better portray the economics of their risk management activities in the financial statements. The new guidance also expands an entity's ability to hedge non-financial and financial risk components and reduces complexity in fair value hedges of interest rate risk. Additionally, it eliminates the requirement to separately measure and report hedge ineffectiveness, eases certain assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. This standard will be effective for the Company as of January 1, 2019. Early adoption is permitted. The Company is currently evaluating the method of adoption and the potential impact on its financial position and results of operations of adopting this guidance. |
New Shire Income Access Share Trust | |
Accounting Policies [Line Items] | |
Consolidation | Basis of Preparation The financial statements of the Trust have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The financial statements have been prepared under the historical cost convention. The preparation of financial statements in conformity with U.S. GAAP requires the use of certain accounting estimates. It also requires management to exercise its judgment in the process of applying the Trust’s accounting policies. Actual results may differ from these estimates. The results of operations, the financial position and cash flows of the Trust are consolidated in the Company’s Financial Statements, as contained on pages F-1 to F-85. |
Derivative financial instruments | Market and Similar Risks The Trust, in its normal course of business, is not subject to market risk, credit risk or liquidity risk. The Trustees do not consider that any foreign exchange exposure will materially affect the operations of the Trust. |
Translation of foreign currency | Functional currency The functional currency of the Trust is U.S. dollars. Foreign currency translation Income and expense items denominated in currencies other than the functional currency are translated into the functional currency at the rate ruling on their transaction date. Monetary assets and liabilities recorded in currencies other than the functional currency have been expressed in the functional currency at the rates of exchange ruling at the respective balance sheet dates. Differences on translation are included in the Consolidated Statements of Operations. |
Dividend Income, Capital Account, and Distributions | Dividend income Interim dividends declared on the Income Access Share are recognized on a paid basis unless the dividend has been confirmed by a general meeting of Shire, in which case income is recognized on the record date of the dividend by Shire on its ordinary shares. Capital account The Capital account is represented by the Income Access Share of 5 pence settled in the Trust by Old Shire. Distributions Distributions are made to those shareholders of Shire who have elected to receive dividends from the Trust in accordance with the Trust Deed. Unclaimed dividends are not included in distributions made. As of December 31, 2017 the unclaimed dividends are immaterial. Amounts are recorded as distributed once a wire transfer or check is issued. All checks are valid for one year from the date of issue. Any wire transfers that are not completed are replaced by checks. To the extent that checks expire or are returned unrepresented, the Trust records a liability for unclaimed dividends and a corresponding amount of cash. |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives as follows: Asset category Estimated useful lives Land Not depreciated Buildings and leasehold improvements 15 to 50 years Office furniture, fittings and equipment 3 to 10 years Machinery, equipment and other 3 to 15 years Property, plant and equipment are recorded at historical cost, net of accumulated depreciation. Components of Property, plant and equipment, net are summarized as follows: (In millions) December 31, 2017 December 31, 2016 Land $ 332.3 $ 337.9 Buildings and leasehold improvements 1,940.7 1,915.4 Machinery, equipment and other 3,106.3 2,547.2 Assets under construction 2,568.2 2,632.5 Total property, plant and equipment at cost 7,947.5 7,433.0 Less: Accumulated depreciation (1,312.1 ) (963.4 ) Property, plant and equipment, net $ 6,635.4 $ 6,469.6 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The fair value of the purchase price consideration consisted of the following: (In millions) Fair value Cash paid to shareholders $ 12,366.7 Fair value of stock issued to shareholders 19,353.2 Fair value of partially vested stock options and RSUs assumed 508.8 Contingent consideration payable 165.0 Total purchase price consideration $ 32,393.7 |
Baxalta | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The Company's allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date, including measurement period adjustments, is outlined below. (In millions) Preliminary value as of acquisition date (as previously reported as of December 31, 2016) Measurement period adjustments Fair value ASSETS Current assets: Cash and cash equivalents $ 583.2 $ — $ 583.2 Accounts receivable 1,069.7 (96.4 ) 973.3 Inventories 3,893.4 81.2 3,974.6 Other current assets 576.0 5.3 581.3 Total current assets 6,122.3 (9.9 ) 6,112.4 Property, plant and equipment 5,452.7 (46.5 ) 5,406.2 Investments 128.2 — 128.2 Goodwill 11,422.4 1,076.2 12,498.6 Intangible assets Currently marketed products 21,995.0 (830.0 ) 21,165.0 In-Process Research and Development (IPR&D) 730.0 (570.0 ) 160.0 Contract based arrangements 42.2 — 42.2 Other non-current assets 155.0 69.7 224.7 Total assets $ 46,047.8 $ (310.5 ) $ 45,737.3 LIABILITIES Current liabilities: Accounts payable and accrued expenses $ 1,321.9 $ (2.7 ) $ 1,319.2 Other current liabilities 354.4 9.0 363.4 Long term borrowings and capital leases 5,424.9 — 5,424.9 Deferred tax liability 5,445.3 (315.0 ) 5,130.3 Other non-current liabilities 1,103.6 2.2 1,105.8 Total liabilities $ 13,650.1 $ (306.5 ) $ 13,343.6 Fair value of identifiable assets acquired and liabilities assumed $ 32,397.7 $ (4.0 ) $ 32,393.7 Consideration Fair value of purchase consideration $ 32,397.7 $ (4.0 ) $ 32,393.7 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents the combined results of the operations of Shire and Baxalta as if the acquisition of Baxalta had occurred as of January 1, 2015. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations actually would have been had the respective acquisition been completed on January 1, 2015. In addition, the unaudited pro forma financial information does not purport to project the future results of operations of the combined Company. Year ended December 31, (In millions, except per share amounts) 2016 Revenues $ 13,999.6 Net income from continuing operations 2,213.6 Per share amounts: Net income from continuing operations per share - basic $ 2.87 Net income from continuing operations per share - diluted $ 2.85 |
Dyax | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The allocation of the total purchase price is outlined below. (In millions) Fair value ASSETS Current assets: Cash and cash equivalents $ 241.2 Accounts receivable 22.5 Inventories 20.2 Other current assets 8.1 Total current assets 292.0 Property, plant and equipment 5.8 Goodwill 2,702.1 Intangible assets Currently marketed projects 135.0 IPR&D 4,100.0 Contract based royalty arrangements 425.0 Other non-current assets 28.6 Total assets $ 7,688.5 LIABILITIES Current liabilities: Accounts payable and accrued expenses $ 30.0 Other current liabilities 1.7 Deferred tax liability 1,325.4 Other non-current liabilities 1.4 Total liabilities $ 1,358.5 Fair value of identifiable assets acquired and liabilities assumed $ 6,330.0 Consideration Fair value of purchase consideration $ 6,330.0 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents the combined results of the operations of Shire and Dyax as if the acquisitions of Dyax had occurred as of January 1, 2015. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations actually would have been had the respective acquisition been completed at the date indicated. In addition, the unaudited pro forma financial information does not purport to project the future results of operations of the combined Company. Year ended December 31, (In millions, except per share amounts) 2016 Revenues $ 11,402.5 Net income from continuing operations 792.2 Per share amounts: Net income from continuing operations per share - basic $ 1.03 Net income from continuing operations per share - diluted $ 1.02 |
Integration and Acquisition C46
Integration and Acquisition Costs (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Summary of Employee Termination Related Reserve and Other | The following table summarizes the type and amount of cost recorded and the related reserve for the years ended December 31, 2017 and 2016: (In millions) Severance and employee benefits Lease terminations Total As of January 1, 2016 $ — $ — $ — Amount charged to integration costs 267.3 — 267.3 Paid/utilized (193.3 ) — (193.3 ) As of December 31, 2016 $ 74.0 $ — $ 74.0 Amount charged to integration costs 175.2 72.7 247.9 Paid/utilized (176.3 ) (16.1 ) (192.4 ) As of December 31, 2017 $ 72.9 $ 56.6 $ 129.5 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Reserve for discounts and doubtful accounts | Reserve for discounts and doubtful accounts: (In millions) 2017 2016 2015 As of January 1, $ 169.6 $ 55.8 $ 48.5 Provision charged to operations 1,408.1 838.1 424.2 Payments/credits (1,306.2 ) (724.3 ) (416.9 ) As of December 31, $ 271.5 $ 169.6 $ 55.8 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories comprise: (In millions) December 31, 2017 December 31, 2016 Finished goods $ 926.1 $ 1,380.0 Work-in-progress 1,574.0 1,491.0 Raw materials 791.4 691.3 $ 3,291.5 $ 3,562.3 |
Prepaid Expenses and Other Cu49
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expense and Other Assets, Current | Components of prepaid expenses and other current assets are summarized as follows: December 31, December 31, (In millions) 2017 2016 Prepaid expenses $ 242.6 $ 183.9 Income tax receivable 179.9 237.5 Value added taxes receivable 59.8 40.3 Other current assets 313.0 344.6 $ 795.3 $ 806.3 |
Property, Plant and Equipment50
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives as follows: Asset category Estimated useful lives Land Not depreciated Buildings and leasehold improvements 15 to 50 years Office furniture, fittings and equipment 3 to 10 years Machinery, equipment and other 3 to 15 years Property, plant and equipment are recorded at historical cost, net of accumulated depreciation. Components of Property, plant and equipment, net are summarized as follows: (In millions) December 31, 2017 December 31, 2016 Land $ 332.3 $ 337.9 Buildings and leasehold improvements 1,940.7 1,915.4 Machinery, equipment and other 3,106.3 2,547.2 Assets under construction 2,568.2 2,632.5 Total property, plant and equipment at cost 7,947.5 7,433.0 Less: Accumulated depreciation (1,312.1 ) (963.4 ) Property, plant and equipment, net $ 6,635.4 $ 6,469.6 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets | The following table summarizes the Company's intangible assets: (In millions) Currently marketed products IPR&D Other intangible assets Total December 31, 2017 Gross acquired intangible assets $ 31,973.5 $ 5,113.9 $ 835.9 $ 37,923.3 Accumulated amortization (4,549.2 ) — (328.0 ) (4,877.2 ) Intangible assets, net $ 27,424.3 $ 5,113.9 $ 507.9 $ 33,046.1 December 31, 2016 Gross acquired intangible assets $ 31,217.5 $ 5,746.6 $ 842.2 $ 37,806.3 Accumulated amortization (2,908.6 ) — (200.2 ) (3,108.8 ) Intangible assets, net $ 28,308.9 $ 5,746.6 $ 642.0 $ 34,697.5 |
Intangible Assets Roll Forward | The change in the net book value of intangible assets for the years ended December 31, 2017 and 2016 is shown in the table below: (In millions) 2017 2016 As of January 1, $ 34,697.5 $ 9,173.3 Acquisitions (1,385.0 ) 27,462.8 Amortization charged (1,768.4 ) (1,173.4 ) Impairment charges (20.0 ) (8.9 ) Foreign currency translation 1,522.0 (756.3 ) As of December 31, $ 33,046.1 $ 34,697.5 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization of acquired intangible assets for the next five years is expected to be as follows: (In millions) Anticipated future amortization 2018 $ 1,891.6 2019 1,668.4 2020 1,570.3 2021 1,536.7 2022 1,511.0 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides a roll-forward of the Goodwill balance: (In millions) 2017 2016 As of January 1, $ 17,888.2 $ 4,147.8 Acquisitions 1,076.2 14,124.5 Foreign currency translation and other 867.3 (384.1 ) As of December 31, $ 19,831.7 $ 17,888.2 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | As of December 31, 2017 and December 31, 2016 , the following financial assets and liabilities are measured at fair value on a recurring basis using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3). Fair value (In millions) Total Level 1 Level 2 Level 3 As of December 31, 2017 Financial assets: Marketable equity securities $ 89.7 $ 89.7 $ — $ — Marketable debt securities 17.9 3.8 14.1 — Derivative instruments 17.9 — 17.9 — Total assets $ 125.5 $ 93.5 $ 32.0 $ — Financial liabilities: Joint venture net written option $ 40.0 $ — $ — $ 40.0 Derivative instruments 14.2 — 14.2 — Contingent consideration payable 1,168.2 — — 1,168.2 Total liabilities $ 1,222.4 $ — $ 14.2 $ 1,208.2 Fair value (In millions) Total Level 1 Level 2 Level 3 As of December 31, 2016 Financial assets: Marketable equity securities $ 65.8 $ 65.8 $ — $ — Marketable debt securities 15.5 3.6 11.9 — Derivative instruments 18.0 — 18.0 — Total assets $ 99.3 $ 69.4 $ 29.9 $ — Financial liabilities: Derivative instruments $ 8.3 $ — $ 8.3 $ — Contingent consideration payable 1,058.0 — — 1,058.0 Total liabilities $ 1,066.3 $ — $ 8.3 $ 1,058.0 |
Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) | Contingent consideration payable (In millions) 2017 2016 Balance as of January 1, $ 1,058.0 $ 475.9 Acquisitions (4.0 ) 565.4 Change in fair value included in earnings 120.7 11.1 Other (6.5 ) 5.6 Balance as of December 31, $ 1,168.2 $ 1,058.0 |
Fair Value Inputs, Liabilities Quantitative Information Table | Financial liabilities: Fair value as of the measurement date As of December 31, 2017 (In millions, except %) Fair value Valuation technique Significant unobservable inputs Range Contingent consideration payable $ 1,168.2 Income approach (probability weighted discounted cash flow) • Cumulative probability of milestones being achieved • 21.9 to 90% • Assumed market participant discount rate • 1.8 to 8.7% • Periods in which milestones are expected to be achieved • 2018 to 2040 • Forecast quarterly royalties payable on net sales of relevant products • $0.1 to $6.5 Contingent consideration payable represents future milestones and royalties the Company may be required to pay in conjunction with various business combinations and license agreements. The fair value of the Company’s contingent consideration payable could significantly increase or decrease due to changes in certain assumptions which underpin the fair value measurements. Each set of assumptions is specific to the individual contingent consideration payable. Financial liabilities: Fair value as of the measurement date As of December 31, 2017 (In millions, except %) Fair value Valuation technique Significant unobservable inputs Range Joint venture net written option $ 40.0 Income approach (probability weighted discounted cash flow) • Cash flow scenario probability weighting • 0 to 80% • Assumed market participant discount rate • 16% |
Schedule of Fair Value, Assets and Liabilities Not Measured at Fair Value on Recurring Basis | The carrying amounts and estimated fair values as of December 31, 2017 and December 31, 2016 of the Company’s financial assets and liabilities that are not measured at fair value on a recurring basis are as follows: December 31, 2017 December 31, 2016 (In millions) Carrying amount Fair value Carrying amount Fair value Financial liabilities: SAIIDAC notes $ 12,050.2 $ 11,913.7 $ 12,039.2 $ 11,633.8 Baxalta notes 5,057.7 5,229.9 5,063.6 5,066.5 Capital lease obligation 349.2 349.2 353.6 353.6 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instrument Detail [Abstract] | |
Summary of Derivative Instruments | The table below presents the notional amount, maturity and fair value for the designated interest rate derivatives: (In millions, except maturity) December 31, 2017 December 31, 2016 Notional amount $ 1,000.0 $ 1,000.0 Maturity June 2020 and June 2025 June 2020 and June 2025 Fair value - net liability $ (7.7 ) $ (1.2 ) The table below presents the notional amount, maximum duration and fair value for the undesignated foreign currency derivatives: (In millions, except duration) December 31, 2017 December 31, 2016 Notional amount $ 1,672.3 $ 1,309.1 Maximum duration (in months) 3 months 3 months Fair value - net asset $ 11.4 $ 6.7 |
Schedule of Foreign Exchange Contracts and Other Derivative Instruments, Statement of Financial Position | The following tables summarize the income statement locations and gains and losses on the Company’s designated and undesignated derivative instruments: (In millions) Gain/(loss) recognized in OCI Income Statement location Gain reclassified from AOCI into income Years ended December 31, 2017 2016 2017 2016 Designated derivative instruments Cash flow hedges Foreign exchange contracts $ (0.9 ) $ 14.6 Cost of sales $ 8.8 $ 4.9 (In millions) Income Statement location Gain/(loss) recognized in income Years ended December 31, 2017 2016 Fair value hedges Interest rate contracts, net Interest expense $ (4.3 ) $ (6.0 ) Undesignated derivative instruments Foreign exchange contracts Other income/(expense), net 84.8 (40.2 ) Interest rate swap contracts Interest expense — (3.2 ) |
Classification and Estimated Fair Value Amounts of Derivative Instruments | The following table presents the classification and estimated fair value of derivative instruments: Asset position Liability position Fair value Fair value (In millions) Balance Sheet location December 31, 2017 December 31, 2016 Balance Sheet location December 31, 2017 December 31, 2016 Designated derivative Instruments Foreign exchange contracts Prepaid expenses and other current assets $ — $ 4.3 Other current liabilities $ — $ 0.1 Interest rate contracts Long term borrowings — 0.1 Long term borrowings 7.7 1.3 $ — $ 4.4 $ 7.7 $ 1.4 Undesignated derivative instruments Foreign exchange contracts Prepaid expenses and other current assets $ 17.9 $ 13.6 Other current liabilities $ 6.5 $ 6.9 Total derivative fair value $ 17.9 $ 18.0 $ 14.2 $ 8.3 Potential effect of rights to offset (2.7 ) (1.7 ) (2.7 ) (1.7 ) Net derivative $ 15.2 $ 16.3 $ 11.5 $ 6.6 |
Accounts Payable and Accrued 55
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Components of Accounts payable and accrued expenses are summarized as follows: December 31, December 31, (In millions) 2017 2016 Accounts payable and accrued purchases $ 914.6 $ 911.9 Accrued employee compensation and benefits payable 571.4 574.8 Accrued rebates 1,612.7 1,431.3 Accrued sales returns 175.7 118.4 Other accrued expenses 910.1 1,276.0 $ 4,184.5 $ 4,312.4 |
Borrowings and Capital Leases (
Borrowings and Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | Below is a summary of the Baxalta Notes as of December 31, 2017 : (In millions, except %) Aggregate principal Coupon rate Effective interest rate in 2017 Carrying amount as of December 31, 2017 Variable-rate notes due 2018 $ 375.0 LIBOR plus 0.78% 2.60 % $ 373.9 Fixed-rate notes due 2018 375.0 2.000 % 2.00 % 374.9 Fixed-rate notes due 2020 1,000.0 2.875 % 2.80 % 1,001.3 Fixed-rate notes due 2022 500.0 3.600 % 3.30 % 506.8 Fixed-rate notes due 2025 1,750.0 4.000 % 3.90 % 1,770.2 Fixed-rate notes due 2045 1,000.0 5.250 % 5.10 % 1,030.6 Total assumed Senior Notes $ 5,000.0 $ 5,057.7 Below is a summary of the SAIIDAC Notes as of December 31, 2017 : (In millions, except %) Aggregate amount Coupon rate Effective interest rate in 2017 Carrying amount as of December 31, 2017 Fixed-rate notes due 2019 $ 3,300.0 1.900 % 2.05 % $ 3,291.9 Fixed-rate notes due 2021 3,300.0 2.400 % 2.53 % 3,286.4 Fixed-rate notes due 2023 2,500.0 2.875 % 2.97 % 2,489.5 Fixed-rate notes due 2026 3,000.0 3.200 % 3.30 % 2,982.4 $ 12,100.0 $ 12,050.2 (In millions) December 31, 2017 December 31, 2016 Short term borrowings: Baxalta notes $ 748.8 $ — Borrowings under the Revolving Credit Facilities Agreement 810.0 450.0 Borrowings under the November 2015 Facilities Agreement 1,196.3 2,594.8 Capital leases 7.5 6.4 Other borrowings 26.1 16.8 $ 2,788.7 $ 3,068.0 Long term borrowings: SAIIDAC notes $ 12,050.2 $ 12,039.2 Baxalta notes 4,308.9 5,063.6 Borrowings under the November 2015 Facilities Agreement — 2,391.8 Capital leases 341.7 347.2 Other borrowings 51.6 58.0 $ 16,752.4 $ 19,899.8 Total borrowings and capital leases $ 19,541.1 $ 22,967.8 |
Future Payments Related to Short and Long Term Borrowings and Capital Lease Obligations | The future payments related to short and long term borrowings and capital lease obligations, on maturities, as of December 31, 2017 are as follows: (In millions) 2018 $ 2,804.7 2019 3,349.4 2020 1,040.9 2021 3,329.0 2022 519.5 Thereafter 8,591.9 Total obligations 19,635.4 Less: Debt issuance cost and discount (94.3 ) Total debt obligations $ 19,541.1 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Components of Other current liabilities are summarized as follows: December 31, December 31, (In millions) 2017 2016 Income taxes payable $ 65.1 $ 46.2 Value added taxes 30.4 17.6 Contingent consideration payable 626.8 65.1 Other current liabilities 186.5 234.0 $ 908.8 $ 362.9 |
Retirement and Other Benefit 58
Retirement and Other Benefit Programs (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The following provides information about projected benefit obligations, plan assets, the funded status and weighted-average assumptions of the OPEB and pension plans: December 31, 2017 December 31, 2016 (In millions) U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) Benefit obligations Beginning of period $ 384.1 $ 581.4 $ 25.0 $ — $ — $ — Assumption of benefit obligations — — — 441.6 503.8 23.5 Service cost 14.6 39.4 1.5 13.0 18.6 0.8 Interest cost 15.6 4.9 1.0 11.1 3.2 0.6 Participant contributions — 8.9 — — 3.2 — Actuarial loss/(gain) 34.4 (22.9 ) (1.2 ) (10.6 ) (29.8 ) 0.1 Benefit payments (5.1 ) (19.8 ) (0.2 ) (1.6 ) (9.1 ) — Plan amendments — — (9.0 ) — — — Settlements — (10.4 ) — — (3.2 ) — Curtailments — (4.0 ) — (73.4 ) — — Foreign exchange — 45.4 — — (18.3 ) — Other — (5.0 ) — 4.0 113.0 — End of Period $ 443.6 $ 617.9 $ 17.1 $ 384.1 $ 581.4 $ 25.0 Fair value of plan assets Beginning of period $ 228.4 $ 197.9 $ — $ — $ — $ — Assumption of plan assets — — — 218.0 140.5 — Actual return on plan assets 35.4 12.3 — 8.3 2.0 — Employer contributions 0.9 32.2 0.2 0.4 12.3 — Participant contributions — 8.9 — — 3.2 — Benefit payments (5.0 ) (19.8 ) (0.2 ) (1.6 ) (9.1 ) — Settlements — (10.4 ) — — (3.2 ) — Foreign exchange — 11.9 — — (3.8 ) — Other — 4.2 — 3.3 56.0 — End of Period 259.7 237.2 — 228.4 197.9 — Funded status $ (183.9 ) $ (380.7 ) $ (17.1 ) $ (155.7 ) $ (383.5 ) $ (25.0 ) Amounts recognized in the Consolidated Balance Sheets December 31, 2017 December 31, 2016 (In millions) U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) Other current liabilities $ (0.8 ) $ (15.7 ) $ (0.4 ) $ (0.6 ) $ (8.8 ) $ (0.2 ) Other non-current liabilities (183.1 ) (365.0 ) (16.7 ) (155.1 ) (374.7 ) (24.8 ) Net liability recognized $ (183.9 ) $ (380.7 ) $ (17.1 ) $ (155.7 ) $ (383.5 ) $ (25.0 ) |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | The following ABO and plan asset information includes only those individual plans that have an ABO in excess of plan assets. (In millions) December 31, 2017 December 31, 2016 US ABO $ 443.6 $ 373.2 Fair value of plan assets 259.7 228.4 International ABO 469.0 437.5 Fair value of plan assets 209.6 176.2 |
Net Periodic Benefit Cost | Expected Net Pension and OPEB Plan Payments for the Next 10 Years (In millions) U.S. pensions International pensions OPEB (U.S.) 2018 $ 6.0 $ 28.1 $ 0.4 2019 7.7 20.7 0.5 2020 9.2 22.2 0.6 2021 10.7 24.3 0.8 2022 12.2 25.4 0.9 2023 through 2027 84.3 134.8 6.8 The net periodic benefit cost is as follows: December 31, 2017 December 31, 2016 (In millions) U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) Net periodic benefit cost Service cost $ 14.6 $ 39.4 $ 1.5 $ 13.0 $ 18.6 $ 0.8 Interest cost 15.6 4.9 1.0 11.1 3.2 0.6 Expected return on plan assets (15.9 ) (7.4 ) — (8.9 ) (3.9 ) — Curtailment and other — 1.9 — (69.4 ) 20.0 — Net periodic benefit cost $ 14.3 $ 38.8 $ 2.5 $ (54.2 ) $ 37.9 $ 1.4 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The following is a summary of the pre-tax net gain/(losses) recorded in AOCI: December 31, 2017 December 31, 2016 (In millions) U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) (Loss)/gain arising during the year $ (14.9 ) $ 41.2 $ 10.1 $ 83.4 $ (10.3 ) $ 0.1 Reclassification of gain to income statement — (1.3 ) — (69.4 ) — — Pension and other employee benefit (loss)/gain, pre-tax $ (14.9 ) $ 39.9 $ 10.1 $ 14.0 $ (10.3 ) $ 0.1 |
Schedule of Assumptions Used | The assets and liabilities of the Company's pension plans are valued using the following valuation methods: Investment category Valuation methodology Cash and cash equivalents These largely consist of a short-term investment fund, U.S. dollars and foreign currency. The fair value of the short-term investment fund is based on the net asset value Government agency issues Values are based on quoted prices in an active market Corporate bonds Values are based on the valuation date in an active market Common stock Values are based on the closing prices on the valuation date in an active market Mutual funds Values are based on the net asset value of the units held in the respective fund which are obtained from active markets or as reported by the fund managers Collective trust funds and hedge funds Values are based on the net asset value of the units held at year end Real estate funds The value of these assets are either determined by the net asset value of the units held in the respective fund which are obtained from active markets or based on the net asset value of the underlying assets of the fund provided by the fund manager Other holdings These primarily consist of insurance contracts whose value is based on the underlying assets and other holdings valued primarily based on reputable pricing vendors that typically use pricing matrices or models Weighted-Average Assumptions Used in Determining Benefit Obligations at the Measurement Date The following weighted-average assumptions were used in calculating measurement of benefit obligations: December 31, 2017 December 31, 2016 U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) Discount rate 3.7 % 1.0 % 3.5 % 4.2 % 1.0 % 4.3 % Rate of compensation increase n/a 3.0 % n/a 3.8 % 2.9 % n/a Health care cost trend rate n/a n/a 6.0 % n/a n/a 6.3 % Rate decreased to n/a n/a 5.0 % n/a n/a 5.0 % by the year ended n/a n/a 2022 n/a n/a 2022 Weighted-Average Assumptions Used in Determining Net Periodic Benefit Cost The following weighted-average assumptions were used in determining net periodic benefit cost: December 31, 2017 December 31, 2016 U.S. pensions International pensions OPEB (U.S.) U.S. pensions International pensions OPEB (U.S.) Discount rate 4.2 % 1.0 % 4.2 % 4.1 % 1.0 % 4.2 % Expected return on plan assets 7.0 % 3.4 % n/a 7.0 % 4.5 % n/a Rate of compensation increase 3.8 % 3.0 % n/a 3.8 % 3.2 % n/a Health care cost trend rate n/a n/a 6.0 % n/a n/a 6.5 % Rate decreased to n/a n/a 5.0 % n/a n/a 5.0 % by the year end n/a n/a 2022 n/a n/a 2022 |
Schedule of Allocation of Plan Assets | U.S. pension plan assets Fair value (In millions) Level 1 Level 2 Level 3 Total As of December 31, 2017 Assets Equity Mutual fund $ 17.9 $ — $ — $ 17.9 Total investments at fair value $ 17.9 $ — $ — $ 17.9 Fixed income Cash equivalents 6.2 Collective trust funds 52.4 Mutual fund 12.7 Equity Collective trust funds 116.6 Mutual funds 42.0 Hedge fund 11.9 Fair value of pension plan assets $ 259.7 U.S. pension plan assets Fair value (In millions) Level 1 Level 2 Level 3 Total As of December 31, 2016 Assets Equity Mutual fund $ 16.5 $ — $ — $ 16.5 Total investments at fair value $ 16.5 $ — $ — $ 16.5 Fixed Income Cash equivalent 5.7 Collective trust funds 46.4 Mutual fund 11.4 Equity Collective trust funds 100.4 Mutual funds 36.9 Hedge fund 11.1 Fair value of pension plan assets $ 228.4 International pension plan assets Fair value (In millions) Level 1 Level 2 Level 3 Total As of December 31, 2017 Assets Fixed income Cash and cash equivalents $ 3.8 $ — $ — $ 3.8 Government agency issues 1.7 — — 1.7 Corporate bonds 14.4 — — 14.4 Mutual funds 32.4 — — 32.4 Equity Common stock - large cap 24.3 — — 24.3 Mutual funds 50.3 — — 50.3 Real estate funds 14.3 6.4 — 20.7 Other holdings — 89.6 — 89.6 Fair value of pension plan assets $ 141.2 $ 96.0 $ — $ 237.2 International pension plan assets Fair value (In millions) Level 1 Level 2 Level 3 Total As of December 31, 2016 Assets Fixed income Cash and cash equivalents $ 6.2 $ — $ — $ 6.2 Government agency issues 0.6 — — 0.6 Corporate bonds 21.1 — — 21.1 Mutual funds 24.4 — — 24.4 Equity Common Stock: Large cap 19.9 — — 19.9 Mid cap 1.6 — — 1.6 Total common stock 21.5 — — 21.5 Mutual funds 40.6 — — 40.6 Real estate funds 8.4 3.7 — 12.1 Other holdings — 71.4 — 71.4 Fair value of pension plan assets $ 122.8 $ 75.1 $ — $ 197.9 |
Schedule of Net Funded Status | The table below details the funded status percentage of the Company’s pension plans as of December 31, 2017 and 2016 including certain plans that are unfunded in accordance with the guidelines of the Company’s funding policy outlined above. As of December 31, 2017 United States International (In millions, except %) Qualified plan Nonqualified plan Funded plans Unfunded plans Total Fair value of plan assets $ 259.7 n/a $ 237.2 n/a $ 496.9 PBO 412.1 31.5 430.8 187.1 1,061.5 Funded status percentage 63 % n/a 55 % n/a 47 % As of December 31, 2016 United States International (In millions, except %) Qualified plan Nonqualified plan Funded plans Unfunded plans Total Fair value of plan assets $ 228.4 n/a $ 197.9 n/a $ 426.3 PBO 352.8 31.3 413.7 167.7 965.5 Funded status percentage 65 % n/a 48 % n/a 44 % |
Accumulated Other Comprehensi59
Accumulated Other Comprehensive Income/(Loss) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Changes in Accumulated Other Comprehensive Income, Net of Tax | The changes in Accumulated other comprehensive income/(loss) (AOCI), net of their related tax effects, for the year ended December 31, 2017 are as follows: (In millions) Foreign currency translation adjustment Pension and other employee benefits Unrealized holding gain/(loss) on available-for-sale securities Hedging activities Accumulated other comprehensive (loss)/income As of January 1, 2017 $ (1,505.4 ) $ (5.2 ) $ 6.6 $ 6.4 $ (1,497.6 ) Current period change: Other comprehensive income/(loss) before reclassifications 2,785.0 33.4 75.2 (0.6 ) 2,893.0 Amounts reclassified from AOCI — (0.7 ) (13.9 ) (5.8 ) (20.4 ) Net current period other comprehensive income/(loss) 2,785.0 32.7 61.3 (6.4 ) 2,872.6 As of December 31, 2017 $ 1,279.6 $ 27.5 $ 67.9 $ — $ 1,375.0 The following is a summary of the amounts reclassified from AOCI to net income during the year ended December 31, 2017 . Amounts reclassified from AOCI (In millions) 2017 Location of impact in Statements of Operations Pension and other employee benefits Amortization of actuarial loss $ (1.8 ) Net periodic benefit cost Curtailment gain 3.1 Cost of sales 1.3 Total before tax (0.6 ) Tax expense 0.7 Net of tax Available-for-sale securities Gain on available-for-sale securities 13.9 Other (expense)/income, net 13.9 Total before tax — Tax expense 13.9 Net of Tax Hedging activities Foreign exchange contracts 8.8 Cost of sales 8.8 Total before tax (3.0 ) Tax expense 5.8 Net of tax Total reclassifications for the period $ 20.4 Total net of tax The changes in Accumulated other comprehensive income/(loss) (AOCI), net of their related tax effects, for the year ended December 31, 2016 are as follows: (In millions) Foreign currency translation adjustment Pension and other employee benefits Unrealized holding loss on available-for-sale securities Hedging activities Accumulated other comprehensive loss As of January 1, 2016 $ (182.1 ) $ — $ (1.7 ) $ — $ (183.8 ) Current period change: Other comprehensive (loss)/income before reclassifications (1,323.3 ) 38.3 8.3 9.9 (1,266.8 ) Amounts reclassified from AOCI — (43.5 ) — (3.5 ) (47.0 ) Net current period other comprehensive (loss)/income (1,323.3 ) (5.2 ) 8.3 6.4 (1,313.8 ) As of December 31, 2016 $ (1,505.4 ) $ (5.2 ) $ 6.6 $ 6.4 $ (1,497.6 ) The following is a summary of the amounts reclassified from AOCI to net income during the year ended December 31, 2016 . Amounts reclassified from AOCI (In millions) 2016 Location of impact in Statements of Operations Pension and employee benefits Curtailment gain $ 69.4 Integration and acquisition costs 69.4 Total before tax (25.9 ) Tax expense 43.5 Net of tax Losses on hedging activities Foreign exchange contracts 4.9 Cost of sales 4.9 Total before tax (1.4 ) Tax expense 3.5 Net of tax Total reclassifications for the period $ 47.0 Total net of tax |
Taxation Taxation (Tables)
Taxation Taxation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of pre-tax income from continuing operations are as follows: Years ended December 31, (In millions) 2017 2016 2015 Ireland $ 350.8 $ 214.3 $ (11.4 ) United States 625.2 (75.3 ) 975.8 Rest of the world 917.4 347.1 421.4 $ 1,893.4 $ 486.1 $ 1,385.8 |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes on continuing operations by location of the taxing jurisdiction for the years ended December 31, 2017 , 2016 and 2015 consisted of the following: Years ended December 31, (In millions) 2017 2016 2015 Current income taxes: Ireland $ 46.6 $ 5.2 $ 0.8 U.S. federal tax 373.8 318.6 191.7 U.S. state and local taxes 55.8 30.2 17.3 Rest of the world 90.4 68.9 17.8 Total current taxes 566.6 422.9 227.6 Deferred taxes: Ireland 22.3 18.2 (38.8 ) U.S. federal tax (3,050.3 ) (433.8 ) (151.2 ) U.S. state and local taxes 260.1 (74.1 ) (1.7 ) Rest of the world (156.3 ) (59.3 ) 10.2 Total deferred taxes (2,924.2 ) (549.0 ) (181.5 ) Total income taxes $ (2,357.6 ) $ (126.1 ) $ 46.1 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees at the statutory tax rate to the provision for income taxes is shown in the table below: Years ended December 31, 2017 2016 2015 Income from continuing operations before income taxes and equity in (losses)/ earnings of equity method investees (in millions) $ 1,893.4 $ 486.1 $ 1,385.8 Statutory tax rate (1) 25.0 % 25.0 % 25.0 % U.S. R&D credit (6.6 )% (25.9 )% (7.7 )% Intra-group items (2) (13.5 )% (44.4 )% (18.6 )% Other permanent items 2.5 % 4.5 % 1.1 % U.S. Domestic Manufacturing Deduction (1.4 )% (4.0 )% (1.6 )% Acquisition Related Costs — % 8.5 % 1.1 % Irish Treasury Operations (4.1 )% (8.6 )% 0.6 % Change in valuation allowance (0.5 )% 7.9 % 1.0 % Difference in taxation rates (3) 3.6 % 13.0 % 7.3 % Change in provisions for uncertain tax positions (2.7 )% (1.5 )% (0.4 )% Prior year adjustment (0.1 )% 1.0 % (1.6 )% Change in fair value of contingent consideration — % 3.7 % (3.8 )% Change in tax rates (1.2 )% (5.1 )% 0.9 % US Tax Reform (130.3 )% — % — % US Transition Tax 4.8 % — % — % Provision for income taxes on continuing operations (124.5 )% (25.9 )% 3.3 % (1) In addition to being subject to the Irish corporation tax rate of 25.0% in 2017 , the Company is also subject to income tax in other territories in which the Company operates, including: Canada ( 15.0% ); France ( 33.3% ); Germany ( 15.0% ); Italy ( 24.0% ); Japan ( 23.4% ); Luxembourg ( 19.0% ); the Netherlands ( 25.0% ); Belgium ( 33.99% ); Singapore ( 17.00% ); Spain ( 25.0% ); Sweden ( 22.0% ); Switzerland ( 8.5% ); United Kingdom ( 19.3% ) and the U.S. ( 35.0% ). The rates quoted represent the statutory federal income tax rates in each territory, and do not include any state taxes or equivalents or surtaxes or other taxes charged in individual territories, and do not purport to represent the effective tax rate for the Company in each territory. (2) Intra-group items principally relate to the effect of intra-territory eliminations, the pre-tax effect of which has been eliminated in arriving at the Company’s consolidated income from continuing operations before income taxes, noncontrolling interests, and equity in earnings/(losses) of equity method investees. The Company's intra-group items primarily arise from its acquisition of third parties that result in income and expense being received and taxed in different jurisdictions at various tax rates. (3) The expense from the difference in taxation rates reflects the impact of the higher income tax rates in the United States offset by the impact of lower foreign jurisdiction income tax rates. |
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (In millions) 2017 2016 2015 Balance as of January 1 $ 236.3 $ 216.3 $ 207.8 Increases based on tax positions related to the current year 132.6 34.3 27.0 Decreases based on tax positions taken in the current year (128.5 ) — — Increases for tax positions taken in prior years 3.1 0.5 3.9 Decreases for tax positions taken in prior years (43.7 ) (17.8 ) (30.6 ) Acquisition related items (1.8 ) 29.5 17.9 Decreases resulting from settlements with the taxing authorities — (24.4 ) (1.2 ) Decreases as a result of expiration of the statute of limitations (8.2 ) (2.4 ) (4.4 ) Foreign currency translation adjustments (1) 0.7 0.3 (4.1 ) Balance as of December 31 (2) $ 190.5 $ 236.3 $ 216.3 (1) Foreign currency translation adjustments are recognized within Other Comprehensive Income. (2) As of December 31, 2017 , approximately $185.0 million ( 2016 : $227.0 million , 2015 : $207.0 million ) of which would affect the effective rate if recognized. |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities and their balance sheet classifications, as of December 31, are as follows: December 31, December 31, (In millions) 2017 2016 Deferred tax assets: Deferred revenue $ 3.5 $ 16.8 Inventory & warranty provisions 64.2 88.7 Losses carried forward (including tax credits) 1,687.1 1,907.3 Provisions for sales deductions and doubtful accounts 119.4 191.6 Intangible assets 50.3 79.7 Share-based compensation 93.3 137.5 Excess of tax value over book value of assets 11.5 14.2 Accruals and provisions 249.4 448.6 Other 26.2 78.5 Gross deferred tax assets 2,304.9 2,962.9 Less: valuation allowance (635.7 ) (569.4 ) 1,669.2 2,393.5 Deferred tax liabilities: Intangible assets (5,501.2 ) (9,073.4 ) Excess of book value over tax value in inventory (9.6 ) (150.3 ) Excess of book value over tax value of assets and investments (650.0 ) (1,304.2 ) Other (67.8 ) (91.6 ) Net deferred tax liabilities (4,559.4 ) (8,226.0 ) Balance sheet classifications: Deferred tax assets - non-current 188.8 96.7 Deferred tax liabilities - non-current (4,748.2 ) (8,322.7 ) $ (4,559.4 ) $ (8,226.0 ) |
Summary of Operating Loss and Tax Credit Carryforwards | The approximate tax effect of NOLs, capital losses and tax credit carry-forwards as of December 31, are as follows: (In millions) 2017 2016 U.S. federal tax $ 489.6 $ 687.1 U.S. state tax 140.3 170.7 Republic of Ireland 29.4 45.1 Foreign tax jurisdictions 723.8 614.9 R&D and other tax credits 303.9 389.5 $ 1,687.0 $ 1,907.3 |
Schedule of Carryforwards Available to Reduce Future Taxes, Expiration Periods | The tax effected NOLs, capital losses and tax credit carry-forwards shown above have the following expiration dates: December 31, (In millions) 2017 Within 1 year $ 1.4 Within 1 to 2 years 34.4 Within 2 to 3 years 18.4 Within 3 to 4 years 44.3 Within 4 to 5 years 50.1 Within 5 to 6 years 31.8 After 6 years 919.5 Indefinitely 587.1 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | The following table reconciles net income and loss and the weighted average ordinary shares outstanding for basic and diluted earnings per share (EPS) for the periods presented: Years ended December 31, (In millions) 2017 2016 2015 Income from continuing operations, net of taxes $ 4,253.5 $ 603.5 $ 1,337.5 Gain/(loss) from discontinued operations, net of taxes 18.0 (276.1 ) (34.1 ) Numerator for basic and diluted earnings per share $ 4,271.5 $ 327.4 $ 1,303.4 Weighted average number of shares: Basic 906.5 770.1 590.4 Effect of dilutive shares: Share-based awards to employees 5.5 6.1 2.7 Diluted 912.0 776.2 593.1 Earnings per Ordinary Share – basic Earnings from continuing operations 4.69 0.78 2.27 Earnings/(loss) from discontinued operations 0.02 (0.35 ) (0.06 ) Earnings per Ordinary Share – basic 4.71 0.43 2.21 Earnings per Ordinary Share – diluted Earnings from continuing operations 4.66 0.77 2.26 Earnings/(loss) from discontinued operations 0.02 (0.35 ) (0.06 ) Earnings per Ordinary Share – diluted 4.68 0.42 2.20 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The share equivalents not included in the calculation of the diluted weighted average number of shares are shown below: Years ended December 31, (Number of shares in millions) 2017 2016 2015 Share-based awards to employees 15.2 4.1 3.4 |
Share-based Compensation Plans
Share-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Expense | Total share-based compensation recorded by the Company during the years ended December 31, 2017 , 2016 and 2015 by line item is as follows: Years ended December 31, (In millions) 2017 2016 2015 Cost of sales $ 35.6 $ 23.3 $ 7.6 Research and development 27.3 46.9 28.6 Selling, general and administrative 97.2 67.1 37.4 Integration and acquisition costs 14.8 181.2 — Reorganization costs — — 26.7 Total 174.9 318.5 100.3 Less tax (43.4 ) (85.3 ) (28.4 ) $ 131.5 $ 233.2 $ 71.9 |
Share-based Awards Outstanding | The following awards were outstanding as of December 31, 2017 : Compensation type Number of awards Expiration period from date of issue Vesting period Stock-settled SARs SARs 15,693,527 7 years 3 years graded vesting and/or 3 years cliff vesting subject to performance criteria for Executive Directors only UK/Irish Sharesave Plans Stock options 184,647 6 months after vesting 3 or 5 years Global Employee Stock Purchase Plan Stock options 315,646 On vesting date 1 to 5 years Baxalta Replacement Options Stock options 9,425,001 10 years 3 years graded vesting Stock-settled SARs and stock options 25,618,821 RSUs, PSUs and PSAs RSUs, PSUs and PSAs 3,258,380 3 years 3 years graded vesting, 3 years cliff vesting subject to performance criteria for Executive Directors and certain senior employees only Baxalta Replacement RSUs RSU 701,340 3 years 3 years graded vesting RSUs/PSUs and PSAs 3,959,720 |
Summary of Status of Stock Appreciation Rights and Stock Options | A summary of the status of the Company’s SARs and stock options including replacement awards as of December 31, 2017 and of the related activity during the period then ended is presented below: Year ended December 31, 2017 Weighted average exercise price Number of shares Intrinsic value (In millions) £ £ Outstanding as of beginning of period 38.98 21,869,833 Granted 45.11 9,865,956 Exercised 34.99 (3,312,318 ) Forfeited 44.00 (2,804,650 ) Outstanding as of end of period 39.75 25,618,821 31.4 Exercisable as of end of period 35.11 13,329,159 29.3 |
Schedule of Stock Appreciation Rights and Stock Options Outstanding, by Exercise Price Range | SARs and stock options including Baxalta Replacement Options, outstanding as of December 31, 2017 have the following characteristics: Number of awards outstanding Exercise prices Weighted Average remaining contractual term (Years) Weighted average exercise price of awards outstanding Number of awards exercisable Weighted average exercise price of awards exercisable £ £ £ 2,373,820 9.27-28.00 2.4 24.47 2,367,984 24.48 9,537,750 28.01-40.00 6.3 33.64 8,010,506 33.30 13,707,251 40.01-70.48 5.5 46.65 2,950,669 48.55 25,618,821 13,329,159 |
Schedule of Performance Share Awards | A summary of the status of the Company’s RSUs, PSUs and PSAs as of December 31, 2017 and of the related activity during the period then ended is presented below: RSUs, PSUs and PSAs Number of shares Weighted average grant date fair value Weighted average remaining life £ Outstanding as of beginning of period 3,976,657 41.31 Granted 2,520,239 45.38 Exercised (1,779,205 ) 43.23 Forfeited (757,971 ) 44.99 Outstanding as of end of period 3,959,720 42.33 4.9 Exercisable as of end of period — — N/A |
Schedule of Share-based Payment Award, Valuation Assumptions | The fair value of share awards granted was estimated using the following assumptions: Years ended December 31, 2017 2016 2015 Risk-free interest rate 0.4-1.9% 0.29-1.6% 0.6-1.8% Expected dividend yield 0.3-0.6% 0.3-0.5% 0.2-0.4% Expected life 1-3.88 years 1-4 years 1-4 years Volatility 25-29% 26-29% 23-26% Forfeiture rate 0% 5-7% 5-7% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments under Operating Leases | Future minimum lease payments under operating leases as of December 31, 2017 are presented below: (In millions) Operating leases 2018 $ 188.5 2019 164.8 2020 155.2 2021 146.6 2022 128.8 Thereafter 795.8 $ 1,579.7 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Revenues (based on the geographic location from which the sale originated): Years ended December 31, (In millions) 2017 2016 2015 Ireland $ 55.5 $ 41.6 $ 14.1 United States 9,642.1 7,666.9 4,659.2 Rest of the world 5,463.0 3,688.1 1,743.4 Total revenues $ 15,160.6 $ 11,396.6 $ 6,416.7 Long-lived assets comprise all non-current assets, (excluding goodwill and intangible assets, deferred contingent consideration assets, deferred tax assets, investments and financial instruments) based on their relevant geographic location. Years ended December 31, (In millions) 2017 2016 Ireland $ 94.0 $ 41.2 United States 4,603.0 6,449.4 Austria 737.3 — Rest of the world 1,314.3 84.0 Total $ 6,748.6 $ 6,574.6 |
Schedule of Revenue by Major Customers by Reporting Segments | In the periods set out below, certain customers accounted for greater than 10% of the Company’s Product sales: Years ended December 31, 2017 2017 2016 2016 2015 2015 (in millions, except %) % Product sales % Product sales % Product sales AmerisourceBergen Corp $ 1,408.1 10 $ 1,695.3 16 $ 1,048.3 17 McKesson Corp. 1,333.1 9 1,336.7 12 1,044.1 17 Cardinal Health Inc. 1,079.2 7 1,052.2 10 796.9 13 |
Schedule of Trade Receivables by Major Customers by Reporting Segments | Amounts outstanding in respect of these material customers were as follows: December 31, (In millions) 2017 2016 AmerisourceBergen Corp $ 469.9 $ 427.2 McKesson Corp. 512.4 312.9 Cardinal Health Inc. 325.3 278.4 |
Segment Reporting | In the periods set out below, Revenues by franchise were as follows. In 2017, Immunology includes HAE from Genetic Diseases; prior year amounts have been reclassified to conform with current year presentation. Years ended December 31, (In millions) 2017 2016 2015 Product sales by franchise IMMUNOGLOBULIN THERAPIES $ 2,236.6 $ 1,143.9 $ — HEREDITARY ANGIOEDEMA 1,429.6 1,310.9 1,062.7 BIO THERAPEUTICS 704.1 372.2 — Immunology 4,370.3 2,827.0 1,062.7 HEMOPHILIA 2,957.3 1,789.0 — INHIBITOR THERAPIES 828.3 451.8 — Hematology 3,785.6 2,240.8 — VYVANSE 2,161.1 2,013.9 1,722.2 ADDERALL XR 348.0 363.8 362.8 MYDAYIS 21.6 — — Other Neuroscience 133.4 112.8 115.4 Neuroscience 2,664.1 2,490.5 2,200.4 LIALDA/MEZAVANT 569.4 792.1 684.4 GATTEX/REVESTIVE 335.5 219.4 141.7 PENTASA 313.2 309.4 305.8 NATPARA/NATPAR 147.4 85.3 24.4 Other Internal Medicine 304.8 349.3 344.3 Internal Medicine 1,670.3 1,755.5 1,500.6 ELAPRASE 615.7 589.0 552.6 REPLAGAL 472.1 452.4 441.2 VPRIV 349.9 345.7 342.4 Genetic Diseases 1,437.7 1,387.1 1,336.2 Oncology 261.7 130.5 — Ophthalmics 259.2 54.4 — Total Product sales 14,448.9 10,885.8 6,099.9 Royalties and other revenues Royalties 448.4 382.6 300.5 Other revenues 263.3 128.2 16.3 Total royalties and other revenues 711.7 510.8 316.8 Total revenues $ 15,160.6 $ 11,396.6 $ 6,416.7 |
Guarantor Financial Informati65
Guarantor Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Income Statement | Condensed Consolidating Statements of Operations (In millions) Year ended December 31, 2017 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated Revenues: Product sales $ — $ — $ — $ 14,448.9 $ 14,448.9 $ — $ 14,448.9 Royalties and other revenues — — — 711.7 711.7 — 711.7 Total revenues — — — 15,160.6 15,160.6 — 15,160.6 Costs and expenses: Cost of sales — — — 4,700.8 4,700.8 — 4,700.8 Research and development — — — 1,763.3 1,763.3 — 1,763.3 Selling, general and administrative 5.8 — 13.6 3,511.5 3,511.5 — 3,530.9 Amortization of acquired intangible assets — — 2.2 1,766.2 1,766.2 — 1,768.4 Integration and acquisition costs 168.2 — 110.6 615.7 615.7 — 894.5 Reorganization costs — — — 47.9 47.9 — 47.9 Gain on sale of product rights — — — (0.4 ) (0.4 ) — (0.4 ) Total operating expenses 174.0 — 126.4 12,405.0 12,405.0 — 12,705.4 Operating income/(loss) from continuing operations (174.0 ) — (126.4 ) 2,755.6 2,755.6 — 2,455.2 Interest income/(expense), net (145.8 ) 3.6 (91.4 ) (335.6 ) (332.0 ) — (569.2 ) Other income/(expense), net 2.2 — 4.4 0.8 0.8 — 7.4 Total other income/(expense), net (143.6 ) 3.6 (87.0 ) (334.8 ) (331.2 ) — (561.8 ) Income/(loss) from continuing operations before income taxes and equity in earnings/(losses) of equity method investees (317.6 ) 3.6 (213.4 ) 2,420.8 2,424.4 — 1,893.4 Income taxes 3.5 (0.9 ) 7.5 2,347.5 2,346.6 — 2,357.6 Equity in earnings/(losses) of equity method investees, net of taxes 4,585.6 — 1,572.8 2.5 2.5 (6,158.4 ) 2.5 Income/(loss) from continuing operations, net of taxes 4,271.5 2.7 1,366.9 4,770.8 4,773.5 (6,158.4 ) 4,253.5 Gain from discontinued operations, net of taxes — — — 18.0 18.0 — 18.0 Net income/(loss) 4,271.5 2.7 1,366.9 4,788.8 4,791.5 (6,158.4 ) 4,271.5 Comprehensive income/(loss) $ 7,144.1 $ 2.7 $ 3,963.5 $ 7,655.6 $ 7,658.3 $ (11,621.8 ) $ 7,144.1 Condensed Consolidating Statements of Operations (In millions) Year ended December 31, 2016 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated Revenues: Product sales $ — $ — $ — $ 10,885.8 $ 10,885.8 $ — $ 10,885.8 Royalties and other revenues — — — 510.8 510.8 — 510.8 Total revenues — — — 11,396.6 11,396.6 — 11,396.6 Costs and expenses: Cost of sales — — — 3,816.5 3,816.5 — 3,816.5 Research and development — — 0.4 1,439.4 1,439.4 — 1,439.8 Selling, general and administrative 59.8 — 29.4 2,926.0 2,926.0 — 3,015.2 Amortization of acquired intangible assets — — — 1,173.4 1,173.4 — 1,173.4 Integration and acquisition costs — — 302.0 581.9 581.9 — 883.9 Reorganization costs — — — 121.4 121.4 — 121.4 Gain on sale of product rights — — — (16.5 ) (16.5 ) — (16.5 ) Total operating expenses 59.8 — 331.8 10,042.1 10,042.1 — 10,433.7 Operating income/(loss) from continuing operations (59.8 ) — (331.8 ) 1,354.5 1,354.5 — 962.9 Interest income/(expense), net (100.6 ) 36.5 (45.1 ) (342.0 ) (305.5 ) — (451.2 ) Other income/(expense), net 0.9 — 2.7 (29.2 ) (29.2 ) — (25.6 ) Total other income/(expense), net (99.7 ) 36.5 (42.4 ) (371.2 ) (334.7 ) — (476.8 ) Income/(loss) from continuing operations before income taxes and equity in earnings/(losses) of equity method investees (159.5 ) 36.5 (374.2 ) 983.3 1,019.8 — 486.1 Income taxes 4.3 (9.1 ) 88.9 42.0 32.9 — 126.1 Equity in earnings/(losses) of equity method investees, net of taxes 482.6 — (657.5 ) (8.7 ) (8.7 ) 174.9 (8.7 ) Income/(loss) from continuing operations, net of taxes 327.4 27.4 (942.8 ) 1,016.6 1,044.0 174.9 603.5 Loss from discontinued operations, net of taxes — — — (276.1 ) (276.1 ) — (276.1 ) Net income/(loss) 327.4 27.4 (942.8 ) 740.5 767.9 174.9 327.4 Comprehensive income/(loss) $ (986.4 ) $ 27.4 $ (2,148.9 ) $ (572.9 ) $ (545.5 ) $ 2,694.4 $ (986.4 ) Condensed Consolidating Statements of Operations (In millions) Year ended December 31, 2015 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated Revenues: Product sales $ — $ — $ — $ 6,099.9 $ 6,099.9 $ — $ 6,099.9 Royalties and other revenues — — — 316.8 316.8 — 316.8 Total revenues — — — 6,416.7 6,416.7 — 6,416.7 Costs and expenses: Cost of sales — — — 969.0 969.0 — 969.0 Research and development — — — 1,564.0 1,564.0 — 1,564.0 Selling, general and administrative 24.9 — — 1,816.2 1,816.2 1.4 1,842.5 Amortization of acquired intangible assets — — — 498.7 498.7 — 498.7 Integration and acquisition costs — — 39.8 39.8 — 39.8 Reorganization costs — — — 97.9 97.9 — 97.9 Gain on sale of product rights — — — (14.7 ) (14.7 ) — (14.7 ) Total operating expenses 24.9 — — 4,970.9 4,970.9 1.4 4,997.2 Operating income/(loss) from continuing operations (24.9 ) — — 1,445.8 1,445.8 (1.4 ) 1,419.5 Interest income/(expense), net (63.6 ) (1.7 ) — 27.9 26.2 — (37.4 ) Other income/(expense), net 0.9 — — 2.8 2.8 — 3.7 Total other income/(expense), net (62.7 ) (1.7 ) — 30.7 29.0 — (33.7 ) Income/(loss) from continuing operations before income taxes and equity in earnings/(losses) of equity method investees (87.6 ) (1.7 ) — 1,476.5 1,474.8 (1.4 ) 1,385.8 Income taxes 2.9 — — (49.0 ) (49.0 ) — (46.1 ) Equity in earnings/(losses) of equity method investees, net of taxes 1,388.1 — — (2.2 ) (2.2 ) (1,388.1 ) (2.2 ) Income/(loss) from continuing operations, net of taxes 1,303.4 (1.7 ) — 1,425.3 1,423.6 (1,389.5 ) 1,337.5 Loss from discontinued operations, net of taxes — — — (34.1 ) (34.1 ) — (34.1 ) Net income/(loss) 1,303.4 (1.7 ) — 1,391.2 1,389.5 (1,389.5 ) 1,303.4 Comprehensive income/(loss) $ 1,151.1 $ (1.7 ) $ — $ 1,238.9 $ 1,237.2 $ (1,237.2 ) $ 1,151.1 |
Condensed Balance Sheet | Condensed Consolidating Balance Sheets (In millions) As of December 31, 2017 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 0.5 $ 471.9 $ 471.9 $ — $ 472.4 Restricted cash — — — 39.4 39.4 — 39.4 Accounts receivable, net — — — 3,009.8 3,009.8 — 3,009.8 Inventories — — — 3,291.5 3,291.5 — 3,291.5 Prepaid expenses and other current assets — 1.6 95.2 698.5 700.1 — 795.3 Intercompany receivables — 120.2 — 4,682.3 4,802.5 (4,802.5 ) — Short term intercompany loan receivable — 2,006.3 — — 2,006.3 (2,006.3 ) — Total current assets — 2,128.1 95.7 12,193.4 14,321.5 (6,808.8 ) 7,608.4 Investments 43,204.3 — 38,924.6 13,059.4 13,059.4 (94,947.2 ) 241.1 Property, plant and equipment (PP&E), net — — 7.6 6,627.8 6,627.8 — 6,635.4 Goodwill — — — 19,831.7 19,831.7 — 19,831.7 Intangible assets, net — — — 33,046.1 33,046.1 — 33,046.1 Deferred tax asset — — 304.1 188.8 188.8 (304.1 ) 188.8 Long term intercompany loan receivable — 12,050.2 1,609.3 — 12,050.2 (13,659.5 ) — Other non-current assets — 2.8 — 202.6 205.4 — 205.4 Total assets $ 43,204.3 $ 14,181.1 $ 40,941.3 $ 85,149.8 $ 99,330.9 $ (115,719.6 ) $ 67,756.9 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 0.2 $ 85.9 $ 18.1 $ 4,080.3 $ 4,166.2 $ — $ 4,184.5 Short term borrowings and capital leases — 2,006.3 748.8 33.6 2,039.9 — 2,788.7 Intercompany payables 3,585.3 — 1,217.2 — — (4,802.5 ) — Short term intercompany loan payable — — — 2,006.3 2,006.3 (2,006.3 ) — Other current liabilities 573.5 — 10.7 324.6 324.6 — 908.8 Total current liabilities 4,159.0 2,092.2 1,994.8 6,444.8 8,537.0 (6,808.8 ) 7,882.0 Long term borrowings and capital leases — 12,050.2 4,308.9 393.3 12,443.5 — 16,752.4 Deferred tax liability — — — 5,052.3 5,052.3 (304.1 ) 4,748.2 Long term intercompany loan payable 2,868.9 — — 10,790.6 10,790.6 (13,659.5 ) — Other non-current liabilities — — 70.0 2,127.9 2,127.9 — 2,197.9 Total liabilities 7,027.9 14,142.4 6,373.7 24,808.9 38,951.3 (20,772.4 ) 31,580.5 Total equity 36,176.4 38.7 34,567.6 60,340.9 60,379.6 (94,947.2 ) 36,176.4 Total liabilities and equity $ 43,204.3 $ 14,181.1 $ 40,941.3 $ 85,149.8 $ 99,330.9 $ (115,719.6 ) $ 67,756.9 Condensed Consolidating Balance Sheets (In millions) As of December 31, 2016 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 41.7 $ 487.1 $ 487.1 $ — $ 528.8 Restricted cash — — — 25.6 25.6 — 25.6 Accounts receivable, net — — — 2,616.5 2,616.5 — 2,616.5 Inventories — — — 3,562.3 3,562.3 — 3,562.3 Prepaid expenses and other current assets 1.8 — 97.1 707.4 707.4 — 806.3 Intercompany receivables — 120.5 — 5,154.4 5,274.9 (5,274.9 ) — Short term intercompany loan receivable — 2,594.8 — — 2,594.8 (2,594.8 ) — Total current assets 1.8 2,715.3 138.8 12,553.3 15,268.6 (7,869.7 ) 7,539.5 Investments 35,656.1 — 34,644.2 12,571.8 12,571.8 (82,680.5 ) 191.6 Property, plant and equipment (PP&E), net — — 27.4 6,442.2 6,442.2 — 6,469.6 Goodwill — — — 17,888.2 17,888.2 — 17,888.2 Intangible assets, net — — — 34,697.5 34,697.5 — 34,697.5 Deferred tax asset — — 273.0 96.7 96.7 (273.0 ) 96.7 Long term intercompany loan receivable — 14,431.0 480.7 — 14,431.0 (14,911.7 ) — Other non-current assets 3.9 — 33.8 114.6 114.6 — 152.3 Total assets $ 35,661.8 $ 17,146.3 $ 35,597.9 $ 84,364.3 $ 101,510.6 $ (105,734.9 ) $ 67,035.4 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 1.3 $ 85.7 $ 20.0 $ 4,205.4 $ 4,291.1 $ — $ 4,312.4 Short term borrowings and capital leases 450.0 2,594.8 — 23.2 2,618.0 — 3,068.0 Intercompany payables 5,247.1 — 27.8 — — (5,274.9 ) — Short term intercompany loan payable — — — 2,594.8 2,594.8 (2,594.8 ) — Other current liabilities — — 64.6 298.3 298.3 — 362.9 Total current liabilities 5,698.4 2,680.5 112.4 7,121.7 9,802.2 (7,869.7 ) 7,743.3 Long term borrowings and capital leases — 14,431.0 5,063.6 405.2 14,836.2 — 19,899.8 Deferred tax liability — — — 8,595.7 8,595.7 (273.0 ) 8,322.7 Long term intercompany loan payable 610.1 — — 14,301.6 14,301.6 (14,911.7 ) — Other non-current liabilities 405.3 — 61.8 1,654.5 1,654.5 — 2,121.6 Total liabilities 6,713.8 17,111.5 5,237.8 32,078.7 49,190.2 (23,054.4 ) 38,087.4 Total equity 28,948.0 34.8 30,360.1 52,285.6 52,320.4 (82,680.5 ) 28,948.0 Total liabilities and equity $ 35,661.8 $ 17,146.3 $ 35,597.9 $ 84,364.3 $ 101,510.6 $ (105,734.9 ) $ 67,035.4 |
Condensed Cash Flow Statement | Condensed Consolidating Statements of Cash Flows (In millions) Year ended December 31, 2017 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by/(used in) operating activities $ — $ 6.6 $ (13.1 ) $ 4,263.2 $ 4,269.8 $ — $ 4,256.7 CASH FLOWS FROM INVESTING ACTIVITIES: Transactions with subsidiaries (10,349.3 ) (2,670.2 ) (5,604.9 ) (21,427.5 ) (24,097.7 ) 40,051.9 — Purchases of PP&E — — — (798.8 ) (798.8 ) — (798.8 ) Proceeds/(payment) from sale of investments — — (9.7 ) 98.3 98.3 — 88.6 Movements in restricted cash — — — (13.7 ) (13.7 ) — (13.7 ) Other, net — — — 23.0 23.0 — 23.0 Net cash provided by/(used in) investing activities (10,349.3 ) (2,670.2 ) (5,614.6 ) (22,118.7 ) (24,788.9 ) 40,051.9 (700.9 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving line of credit, long term and short term borrowings 2,110.0 1,610.0 — 516.7 2,126.7 — 4,236.7 Repayment of revolving line of credit, long term and short term borrowings (2,560.0 ) (4,600.0 ) — (521.4 ) (5,121.4 ) — (7,681.4 ) Proceeds from intercompany borrowings 10,801.5 5,653.6 5,582.6 18,014.2 23,667.8 (40,051.9 ) — Payment of dividend (35.8 ) — — (245.5 ) (245.5 ) — (281.3 ) Proceeds from issuance of stock for share-based compensation 33.6 — 4.8 95.7 95.7 — 134.1 Other, net — — (0.9 ) (26.5 ) (26.5 ) — (27.4 ) Net cash provided by/(used in) financing activities 10,349.3 2,663.6 5,586.5 17,833.2 20,496.8 (40,051.9 ) (3,619.3 ) Effect of foreign exchange rate changes on cash and cash equivalents — — — 7.1 7.1 — 7.1 Net decrease in cash and cash equivalents — — (41.2 ) (15.2 ) (15.2 ) — (56.4 ) Cash and cash equivalents at beginning of period — — 41.7 487.1 487.1 — 528.8 Cash and cash equivalents at end of period $ — $ — $ 0.5 $ 471.9 $ 471.9 $ — $ 472.4 Condensed Consolidating Statements of Cash Flows (In millions) Year ended December 31, 2016 Shire plc (Parent Guarantor) SAIIDAC (SAIIDAC Notes Subsidiary Issuer) Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) Non-Guarantor Non-Issuer Subsidiaries Non-Guarantor Subsidiaries of Baxalta Notes Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by/(used in) operating activities $ (136.9 ) $ 232.8 $ (51.0 ) $ 2,614.0 $ 2,846.8 $ — $ 2,658.9 CASH FLOWS FROM INVESTING ACTIVITIES: Transactions with subsidiaries (2,890.0 ) (18,228.8 ) (480.7 ) (4,707.3 ) (22,936.1 ) 26,306.8 — Purchases of PP&E — — (11.1 ) (637.6 ) (637.6 ) — (648.7 ) Purchases of businesses, net of cash acquired — — — (17,476.2 ) (17,476.2 ) — (17,476.2 ) Proceeds from sale of investments — — — 0.9 0.9 — 0.9 Movements in restricted cash — — — 62.8 62.8 — 62.8 Other, net — — — (31.0 ) (31.0 ) — (31.0 ) Net cash provided by/(used in) investing activities (2,890.0 ) (18,228.8 ) (491.8 ) (22,788.4 ) (41,017.2 ) 26,306.8 (18,092.2 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving line of credit, long term and short term borrowings 2,355.0 30,079.9 — 8.5 30,088.4 — 32,443.4 Repayment of revolving line of credit, long term and short term borrowings (3,405.0 ) (13,009.2 ) — 9.9 (12,999.3 ) — (16,404.3 ) Proceeds from intercompany borrowings 4,077.8 1,097.6 521.9 20,609.5 21,707.1 (26,306.8 ) — Payment of dividend (20.7 ) — — (150.6 ) (150.6 ) — (171.3 ) Debt issuance costs — (172.3 ) — — (172.3 ) — (172.3 ) Proceeds from issuance of stock for share-based compensation 19.8 — 132.9 16.5 16.5 — 169.2 Other, net — — (70.3 ) 31.4 31.4 — (38.9 ) Net cash provided by/(used in) financing activities 3,026.9 17,996.0 584.5 20,525.2 38,521.2 (26,306.8 ) 15,825.8 Effect of foreign exchange rate changes on cash and cash equivalents — — — 0.8 0.8 — 0.8 Net decrease in cash and cash equivalents — — 41.7 351.6 351.6 — 393.3 Cash and cash equivalents at beginning of period — — — 135.5 135.5 — 135.5 Cash and cash equivalents at end of period $ — $ — $ 41.7 $ 487.1 $ 487.1 $ — $ 528.8 |
Quarterly Results of Operatio66
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | The following table presents summarized unaudited quarterly results for the years to December 31, 2017 and 2016: 2017 Q1 Q2 Q3 Q4 (In millions, except per share data) Total revenues $ 3,572.3 $ 3,745.8 $ 3,697.6 $ 4,144.9 Cost of product sales 1,327.0 1,108.9 1,001.4 1,263.5 Income from continuing operations, net of taxes 354.8 241.5 551.2 3,106.0 Gain/(loss) from discontinued operations, net of taxes 20.2 (1.2 ) (0.4 ) (0.6 ) Net income 375.0 240.3 550.8 3,105.4 Earnings per ordinary share - basic Earnings from continuing operations $ 0.39 $ 0.27 $ 0.61 $ 3.42 Gain from discontinued operations 0.02 — — — Earnings per share - basic $ 0.41 $ 0.27 $ 0.61 $ 3.42 Earnings per ordinary share - diluted Earnings from continuing operations $ 0.39 $ 0.26 $ 0.60 $ 3.41 Gain from discontinued operations 0.02 — — — Earnings per share - diluted $ 0.41 $ 0.26 $ 0.60 $ 3.41 2016 Q1 Q2 Q3 Q4 (In millions, except per share data) Total revenues $ 1,709.3 $ 2,429.1 $ 3,452.1 $ 3,806.1 Cost of product sales 248.6 778.1 1,736.2 1,053.6 Income/(loss) from continuing operations, net of taxes 409.5 86.6 (368.5 ) 475.9 Gain/(loss) from discontinued operations, net of taxes 9.5 (248.7 ) (18.3 ) (18.6 ) Net income/(loss) 419.0 (162.1 ) (386.8 ) 457.3 Earnings per ordinary share - basic Earnings/(loss) from continuing operations $ 0.69 $ 0.12 $ (0.41 ) $ 0.53 Gain/(loss) from discontinued operations 0.02 (0.36 ) (0.02 ) (0.02 ) Earnings/(loss) per share - basic $ 0.71 $ (0.24 ) $ (0.43 ) $ 0.51 Earnings per ordinary share - diluted Earnings/(loss) from continuing operations $ 0.69 $ 0.12 $ (0.41 ) $ 0.52 Earnings/(loss) from discontinued operations 0.02 (0.36 ) (0.02 ) (0.02 ) Earnings/(loss) per share - diluted $ 0.71 $ (0.24 ) $ (0.43 ) $ 0.50 |
Summary of Significant Accoun67
Summary of Significant Accounting Policies (Narrative) (Details) $ in Millions | Jun. 03, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Foreign currency exchange transaction gain (loss) | $ (97.3) | $ 17.7 | $ (26.5) | |
Advertising costs | 210.3 | 216 | $ 56.1 | |
Cumulative-effect adjustment from adoption of ASU 2016-09 | 34.7 | |||
Additional paid-in capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative-effect adjustment from adoption of ASU 2016-09 | 10.7 | |||
Retained earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative-effect adjustment from adoption of ASU 2016-09 | 24 | |||
Accounting Standards Update 2016-09, Excess Tax Benefit Component | Additional paid-in capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative-effect adjustment from adoption of ASU 2016-09 | 11.5 | |||
Accounting Standards Update 2016-09, Excess Tax Benefit Component | Retained earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative-effect adjustment from adoption of ASU 2016-09 | $ 39 | |||
Accounting Standards Update 2016-09, Forfeiture Rate Component | Retained earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative-effect adjustment from adoption of ASU 2016-09 | $ 10.7 | |||
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Estimated useful life of intangible assets | 1 year | |||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Estimated useful life of intangible assets | 24 years | |||
Weighted Average | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Estimated useful life of intangible assets | 19 years | |||
Baxalta | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Fair value of purchase consideration | $ 32,393.7 | $ 32,393.7 |
Summary of Significant Accoun68
Summary of Significant Accounting Policies (Useful Lives of Property, Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Buildings and leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Buildings and leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 50 years |
Office furniture, fittings and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Office furniture, fittings and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Machinery, equipment and other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Machinery, equipment and other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Business Combinations (Acquisit
Business Combinations (Acquisition of Baxalta) (Narrative) (Details) $ / shares in Units, shares in Millions, $ in Millions | Jun. 03, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Revenues | $ 4,144.9 | $ 3,697.6 | $ 3,745.8 | $ 3,572.3 | $ 3,806.1 | $ 3,452.1 | $ 2,429.1 | $ 1,709.3 | $ 15,160.6 | $ 11,396.6 | $ 6,416.7 | |
Goodwill | 19,831.7 | $ 17,888.2 | 19,831.7 | 17,888.2 | 4,147.8 | |||||||
Integration and acquisition costs | $ 894.5 | 883.9 | $ 39.8 | |||||||||
Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life of intangible assets | 1 year | |||||||||||
Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life of intangible assets | 24 years | |||||||||||
Baxalta | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price paid per share of acquiree, in cash (in USD per share) | $ / shares | $ 18 | |||||||||||
Shares issued for acquisition (in shares) | shares | 305.2 | |||||||||||
Revenues | $ 4,011.6 | |||||||||||
Cost of sales adjustment | $ 85.2 | |||||||||||
Amortization adjustment | 23.3 | |||||||||||
Goodwill | $ 12,498.6 | 12,498.6 | 12,498.6 | |||||||||
Maximum amount of contingent cash consideration | 1,500 | |||||||||||
Contingent consideration payable | 165 | |||||||||||
Defined benefit net liability | 610.4 | |||||||||||
Fair value of plan assets | 358.5 | |||||||||||
Integration and acquisition costs | 763.9 | |||||||||||
Baxalta | Currently marketed products | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 21,165 | 21,165 | 21,165 | |||||||||
Weighted average amortization period of acquired amortizable intangible assets | 21 years | |||||||||||
Baxalta | In-Process Research and Development (IPR&D) | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 160 | $ 160 | $ 160 | |||||||||
Discount rate used in determining fair value of acquired in process research and development, low rate | 9.50% | |||||||||||
Baxalta | Minimum | Currently marketed products | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life of intangible assets | 6 years | |||||||||||
Baxalta | Maximum | Currently marketed products | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life of intangible assets | 23 years | |||||||||||
Baxalta | ADS | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Shire shares per Baxalta share | 0.1482 | |||||||||||
Baxalta | Common stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Shire shares per Baxalta share | 0.4446 |
Business Combinations (Baxalta
Business Combinations (Baxalta Purchase Price Consideration) (Details) - Baxalta - USD ($) $ in Millions | Jun. 03, 2016 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Cash paid to shareholders | $ 12,366.7 | |
Fair value of stock issued to shareholders | 19,353.2 | |
Fair value of partially vested stock options and RSUs assumed | 508.8 | |
Contingent consideration payable | 165 | |
Total purchase price consideration | $ 32,393.7 | $ 32,393.7 |
Business Combinations (Baxalt71
Business Combinations (Baxalta Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Millions | Jun. 03, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Goodwill | $ 19,831.7 | $ 17,888.2 | $ 4,147.8 | |
Baxalta | ||||
Current assets: | ||||
Cash and cash equivalents | 583.2 | |||
Accounts receivable | 973.3 | |||
Inventories | 3,974.6 | |||
Other current assets | 581.3 | |||
Total current assets | 6,112.4 | |||
Property, plant and equipment | 5,406.2 | |||
Investments | 128.2 | |||
Goodwill | $ 12,498.6 | 12,498.6 | ||
Other non-current assets | 224.7 | |||
Total assets | 45,737.3 | |||
Current liabilities: | ||||
Accounts payable and accrued expenses | 1,319.2 | |||
Other current liabilities | 363.4 | |||
Long term borrowings and capital leases | 5,424.9 | |||
Deferred tax liability | 5,130.3 | |||
Other non-current liabilities | 1,105.8 | |||
Total liabilities | 13,343.6 | |||
Fair value of identifiable assets acquired and liabilities assumed | 32,393.7 | |||
Fair value of purchase consideration | 32,393.7 | 32,393.7 | ||
Currently marketed products | Baxalta | ||||
Current assets: | ||||
Intangible assets | 21,165 | 21,165 | ||
In-Process Research and Development (IPR&D) | Baxalta | ||||
Current assets: | ||||
Intangible assets | $ 160 | 160 | ||
Contract based arrangements | Baxalta | ||||
Current assets: | ||||
Intangible assets | 42.2 | |||
Preliminary values | Baxalta | ||||
Current assets: | ||||
Cash and cash equivalents | 583.2 | |||
Accounts receivable | 1,069.7 | |||
Inventories | 3,893.4 | |||
Other current assets | 576 | |||
Total current assets | 6,122.3 | |||
Property, plant and equipment | 5,452.7 | |||
Investments | 128.2 | |||
Goodwill | 11,422.4 | |||
Other non-current assets | 155 | |||
Total assets | 46,047.8 | |||
Current liabilities: | ||||
Accounts payable and accrued expenses | 1,321.9 | |||
Other current liabilities | 354.4 | |||
Long term borrowings and capital leases | 5,424.9 | |||
Deferred tax liability | 5,445.3 | |||
Other non-current liabilities | 1,103.6 | |||
Total liabilities | 13,650.1 | |||
Fair value of identifiable assets acquired and liabilities assumed | 32,397.7 | |||
Fair value of purchase consideration | 32,397.7 | |||
Preliminary values | Currently marketed products | Baxalta | ||||
Current assets: | ||||
Intangible assets | 21,995 | |||
Preliminary values | In-Process Research and Development (IPR&D) | Baxalta | ||||
Current assets: | ||||
Intangible assets | 730 | |||
Preliminary values | Contract based arrangements | Baxalta | ||||
Current assets: | ||||
Intangible assets | $ 42.2 | |||
Measurement period adjustments | Baxalta | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | |||
Accounts receivable | (96.4) | |||
Inventories | 81.2 | |||
Other current assets | 5.3 | |||
Total current assets | (9.9) | |||
Property, plant and equipment | (46.5) | |||
Investments | 0 | |||
Goodwill | 1,076.2 | |||
Other non-current assets | 69.7 | |||
Total assets | (310.5) | |||
Current liabilities: | ||||
Accounts payable and accrued expenses | (2.7) | |||
Other current liabilities | 9 | |||
Long term borrowings and capital leases | 0 | |||
Deferred tax liability | (315) | |||
Other non-current liabilities | 2.2 | |||
Total liabilities | (306.5) | |||
Fair value of identifiable assets acquired and liabilities assumed | (4) | |||
Fair value of purchase consideration | (4) | |||
Measurement period adjustments | Currently marketed products | Baxalta | ||||
Current assets: | ||||
Intangible assets | (830) | |||
Measurement period adjustments | In-Process Research and Development (IPR&D) | Baxalta | ||||
Current assets: | ||||
Intangible assets | (570) | |||
Measurement period adjustments | Contract based arrangements | Baxalta | ||||
Current assets: | ||||
Intangible assets | $ 0 |
Business Combinations (Baxalt72
Business Combinations (Baxalta Pro Forma Information) (Details) - Baxalta $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenues | $ 13,999.6 |
Net income from continuing operations | $ 2,213.6 |
Net income from continuing operations per share - basic (in usd per share) | $ / shares | $ 2.87 |
Net income from continuing operations per share - diluted (in usd per share) | $ / shares | $ 2.85 |
Increase (decrease) to net income to reflect acquisition related costs | $ 678.9 |
Increase (decrease) to net income to reflect the fair value adjustment to acquisition date inventory. | 847.9 |
An adjustment to increase amortization of intangible assets | 304 |
(Decrease) to net income to reflect the additional interest expense | $ (42.5) |
Business Combinations (Acquis73
Business Combinations (Acquisition of Dyax) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 22, 2016 | 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 Acquisition [Line Items] | ||||||||||||
Revenues | $ 4,144.9 | $ 3,697.6 | $ 3,745.8 | $ 3,572.3 | $ 3,806.1 | $ 3,452.1 | $ 2,429.1 | $ 1,709.3 | $ 15,160.6 | $ 11,396.6 | $ 6,416.7 | |
Goodwill | $ 19,831.7 | $ 17,888.2 | $ 19,831.7 | 17,888.2 | $ 4,147.8 | |||||||
Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life of intangible assets | 1 year | |||||||||||
Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life of intangible assets | 24 years | |||||||||||
Dyax | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price paid per share of acquiree, in cash (in USD per share) | $ 37.30 | |||||||||||
Contingent consideration payable (in usd per share) | $ 4 | |||||||||||
Preliminary fair value of identifiable assets acquired and liabilities assumed | $ 6,330 | |||||||||||
Cash paid on closing | 5,934 | |||||||||||
Contingent consideration payable | 396 | |||||||||||
Maximum amount of contingent cash consideration | 646 | |||||||||||
Revenues | $ 77.1 | |||||||||||
Goodwill | $ 2,702.1 | |||||||||||
Dyax | SHP643 | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Discount rate used in determining fair value of acquired in process research and development, high rate | 9.00% | |||||||||||
Dyax | KALBITOR | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life of intangible assets | 18 years | |||||||||||
Dyax | Currently marketed products | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 135 | |||||||||||
Dyax | In-Process Research and Development (IPR&D) | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | 4,100 | |||||||||||
Dyax | Contract based royalty arrangements | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 425 | |||||||||||
Weighted average amortization period of acquired amortizable intangible assets | 8 years | |||||||||||
Dyax | Contract based royalty arrangements | Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life of intangible assets | 7 years | |||||||||||
Dyax | Contract based royalty arrangements | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful life of intangible assets | 9 years |
Business Combinations (Dyax Ass
Business Combinations (Dyax Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Millions | Jan. 22, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Non-current assets: | ||||
Goodwill | $ 19,831.7 | $ 17,888.2 | $ 4,147.8 | |
Dyax | ||||
Current assets: | ||||
Cash and cash equivalents | $ 241.2 | |||
Accounts receivable | 22.5 | |||
Inventories | 20.2 | |||
Other current assets | 8.1 | |||
Total current assets | 292 | |||
Non-current assets: | ||||
Property, plant and equipment | 5.8 | |||
Goodwill | 2,702.1 | |||
Other non-current assets | 28.6 | |||
Total assets | 7,688.5 | |||
Current liabilities: | ||||
Accounts payable and accrued expenses | 30 | |||
Other current liabilities | 1.7 | |||
Deferred tax liability | 1,325.4 | |||
Other non-current liabilities | 1.4 | |||
Total liabilities | 1,358.5 | |||
Fair value of identifiable assets acquired and liabilities assumed | 6,330 | |||
Fair value of purchase consideration | 6,330 | |||
Currently marketed products | Dyax | ||||
Non-current assets: | ||||
Intangible assets | 135 | |||
In-Process Research and Development (IPR&D) | Dyax | ||||
Non-current assets: | ||||
Intangible assets | 4,100 | |||
Contract based royalty arrangements | Dyax | ||||
Non-current assets: | ||||
Intangible assets | $ 425 |
Business Combinations (Dyax Pro
Business Combinations (Dyax Pro Forma Information) (Details) - Dyax $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenues | $ 11,402.5 |
Net income from continuing operations | $ 792.2 |
Net income from continuing operations per share - basic (in usd per share) | $ / shares | $ 1.03 |
Net income from continuing operations per share - diluted (in usd per share) | $ / shares | $ 1.02 |
Increase to net income to reflect acquisition related costs | $ 111.1 |
An adjustment to increase amortization of intangible assets | $ 1.3 |
Collaborative and Other Licen76
Collaborative and Other Licensing Arrangements (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Out-licensing Arrangement | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Milestone payments received | $ 9.1 | $ 10.5 | |
Collaborative and in-licensing arrangements | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Upfront licensing and milestone payments | 47.5 | 110 | $ 0 |
Potential future payments related to option fees and development, regulatory and commercialization milestones | 5,500 | ||
Development Milestone | Out-licensing Arrangement | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Maximum milestone payment receivable | 10.3 | ||
Sales Milestone | Out-licensing Arrangement | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Maximum milestone payment receivable | 91 | ||
Other revenues | Out-licensing Arrangement | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Milestone revenues recognized | 82.5 | 17.4 | 8.9 |
Product sales | Out-licensing Arrangement | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Milestone revenues recognized | $ 34.6 | $ 63 | $ 51 |
Integration and Acquisition C77
Integration and Acquisition Costs (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Integration and acquisition costs (credits) | $ 894.5 | $ 883.9 | $ 39.8 |
Payments for restructuring | 192.4 | 193.3 | |
Baxalta | |||
Business Acquisition [Line Items] | |||
Integration and acquisition costs (credits) | 763.9 | ||
NPS, Pharma, Viropharma, Dyax and Baxalta | |||
Business Acquisition [Line Items] | |||
Integration and acquisition costs (credits) | 189.7 | ||
Lumena Pharmaceuticals Inc And Lotus Tissue Repair Inc | |||
Business Acquisition [Line Items] | |||
Change in fair value of contingent consideration | 149.9 | ||
Payments for restructuring | $ 90 | ||
Employee severance and acceleration of stock compensation | |||
Business Acquisition [Line Items] | |||
Integration and acquisition costs (credits) | 463.4 | ||
Employee severance and acceleration of stock compensation | Baxalta | |||
Business Acquisition [Line Items] | |||
Integration costs | 211.6 | ||
Third-party professional fees | |||
Business Acquisition [Line Items] | |||
Integration and acquisition costs (credits) | 378.7 | ||
Third-party professional fees | Baxalta | |||
Business Acquisition [Line Items] | |||
Integration costs | 140.3 | ||
Facility consolidations | Baxalta | |||
Business Acquisition [Line Items] | |||
Integration costs | 89.9 | ||
Asset impairments | Baxalta | |||
Business Acquisition [Line Items] | |||
Integration costs | 231.7 | ||
Contract terminations | |||
Business Acquisition [Line Items] | |||
Integration and acquisition costs (credits) | 58.1 | ||
Change in fair value of contingent consideration | |||
Business Acquisition [Line Items] | |||
Integration and acquisition costs (credits) | $ 120.7 | $ (11.1) |
Integration and Acquisition C78
Integration and Acquisition Costs (Summary of Employee Termination Related Reserve and Other) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Reserve [Roll Forward] | ||
As of January 1, | $ 74 | $ 0 |
Amount charged to integration costs | 247.9 | 267.3 |
Paid/utilized | (192.4) | (193.3) |
As of December 31, | 129.5 | 74 |
Severance and employee benefits | ||
Restructuring Reserve [Roll Forward] | ||
As of January 1, | 74 | 0 |
Amount charged to integration costs | 175.2 | 267.3 |
Paid/utilized | (176.3) | (193.3) |
As of December 31, | 72.9 | 74 |
Lease terminations | ||
Restructuring Reserve [Roll Forward] | ||
As of January 1, | 0 | 0 |
Amount charged to integration costs | 72.7 | 0 |
Paid/utilized | (16.1) | 0 |
As of December 31, | $ 56.6 | $ 0 |
Reorganization Costs (Narrative
Reorganization Costs (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Reorganization costs | $ 47.9 | $ 121.4 | $ 97.9 |
Closure of manufacturing facilities and asset impairments | |||
Restructuring Cost and Reserve [Line Items] | |||
Reorganization costs | 28.1 | 77.4 | |
Employee termination and other costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Reorganization costs | $ 10.6 | $ 16.2 |
Results of Discontinued Opera80
Results of Discontinued Operations (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2017 | 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 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Gain/(loss) from discontinued operations, net of taxes | $ (0.6) | $ (0.4) | $ (1.2) | $ 20.2 | $ (18.6) | $ (18.3) | $ (248.7) | $ 9.5 | $ 18 | $ (276.1) | $ (34.1) | |
Settlement amount | $ 350 | |||||||||||
Settlement agreement released from escrow | 37.5 | |||||||||||
Discontinued Operations | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Gain/(loss) from discontinued operations, net of taxes | (34.1) | |||||||||||
Tax (benefit) expense of discontinued operations | $ (18.9) | |||||||||||
DERMAGRAFT | Discontinued Operations | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Gain/(loss) from discontinued operations, net of taxes | 18 | (276.1) | ||||||||||
Tax (benefit) expense of discontinued operations | $ 8.9 | $ (98.8) |
Accounts Receivable, Net (Narra
Accounts Receivable, Net (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||||
Accounts receivable, net | $ 3,009.8 | $ 2,616.5 | ||
Reserve for discounts and doubtful accounts | 271.5 | 169.6 | $ 55.8 | $ 48.5 |
Accounts receivable related to royalty income | $ 106.6 | $ 102.2 |
Accounts Receivable, Net (Summa
Accounts Receivable, Net (Summary of Reserve for Discounts and Allowances) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Provision for discounts and doubtful accounts | |||
As of January 1, | $ 169.6 | $ 55.8 | $ 48.5 |
Provision charged to operations | 1,408.1 | 838.1 | 424.2 |
Payments/credits | (1,306.2) | (724.3) | (416.9) |
As of December 31, | $ 271.5 | $ 169.6 | $ 55.8 |
Inventories (Summary of Invento
Inventories (Summary of Inventories) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Inventory | ||
Finished goods | $ 926.1 | $ 1,380 |
Work-in-progress | 1,574 | 1,491 |
Raw materials | 791.4 | 691.3 |
Total inventories | $ 3,291.5 | $ 3,562.3 |
Prepaid Expenses and Other Cu84
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 242.6 | $ 183.9 |
Income tax receivable | 179.9 | 237.5 |
Value added taxes receivable | 59.8 | 40.3 |
Other current assets | 313 | 344.6 |
Prepaid expenses and other current assets, total | $ 795.3 | $ 806.3 |
Property, Plant and Equipment85
Property, Plant and Equipment, Net (Summary of Property, Plant and Equipment) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment, Net | ||
Land | $ 332.3 | $ 337.9 |
Buildings and leasehold improvements | 1,940.7 | 1,915.4 |
Machinery, equipment and other | 3,106.3 | 2,547.2 |
Assets under construction | 2,568.2 | 2,632.5 |
Total property, plant and equipment at cost | 7,947.5 | 7,433 |
Less: Accumulated depreciation | (1,312.1) | (963.4) |
Property, plant and equipment, net | $ 6,635.4 | $ 6,469.6 |
Property, Plant and Equipment86
Property, Plant and Equipment, Net (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 495.8 | $ 292.9 | $ 138.5 |
Held-for-sale | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 19.2 | ||
Integration and acquisition costs | Held-for-sale | |||
Property, Plant and Equipment [Line Items] | |||
Impairment charges | 27.7 | ||
Integration and acquisition costs | Divested | |||
Property, Plant and Equipment [Line Items] | |||
Impairment charges | 44.1 | ||
Proceeds from sale of certain assets | $ 34.6 |
Intangible Assets (Summary of I
Intangible Assets (Summary of Intangible Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross acquired intangible assets | $ 37,923.3 | $ 37,806.3 | |
Accumulated amortization | (4,877.2) | (3,108.8) | |
Intangible assets, net | 33,046.1 | 34,697.5 | $ 9,173.3 |
Currently marketed products | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross acquired intangible assets | 31,973.5 | 31,217.5 | |
Accumulated amortization | (4,549.2) | (2,908.6) | |
Intangible assets, net | 27,424.3 | 28,308.9 | |
IPR&D | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross acquired intangible assets | 5,113.9 | 5,746.6 | |
Accumulated amortization | 0 | 0 | |
Intangible assets, net | 5,113.9 | 5,746.6 | |
Other intangible assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross acquired intangible assets | 835.9 | 842.2 | |
Accumulated amortization | (328) | (200.2) | |
Intangible assets, net | $ 507.9 | $ 642 |
Intangible Assets (Roll Forward
Intangible Assets (Roll Forward) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets Roll Forward | ||
Beginning balance | $ 34,697.5 | $ 9,173.3 |
Acquisitions | (1,385) | 27,462.8 |
Amortization charged | (1,768.4) | (1,173.4) |
Impairment charges | (20) | (8.9) |
Foreign currency translation | 1,522 | (756.3) |
Ending balance | $ 33,046.1 | $ 34,697.5 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | Jun. 03, 2016 | Jan. 22, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||||
Acquisitions | $ (1,385) | $ 27,462.8 | ||
Baxalta | Currently marketed products | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquisitions | $ 21,165 | |||
Baxalta | In-Process Research and Development (IPR&D) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquisitions | 160 | |||
Baxalta | Other contract rights | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquisitions | $ 42.2 | |||
Dyax | Currently marketed products | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquisitions | $ 135 | |||
Dyax | In-Process Research and Development (IPR&D) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquisitions | 4,100 | |||
Dyax | Royalty rights | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquisitions | $ 425 |
Intangible Assets (Future Amort
Intangible Assets (Future Amortization Expense) (Details) $ in Millions | Dec. 31, 2017USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2,018 | $ 1,891.6 |
2,019 | 1,668.4 |
2,020 | 1,570.3 |
2,021 | 1,536.7 |
2,022 | $ 1,511 |
Goodwill (Rollforward of Goodwi
Goodwill (Rollforward of Goodwill) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
As of January, 1 | $ 17,888.2 | $ 4,147.8 |
Acquisitions | 1,076.2 | 14,124.5 |
Foreign currency translation and other | 867.3 | (384.1) |
As of December 31, | $ 19,831.7 | $ 17,888.2 |
Fair Value Measurement (Assets
Fair Value Measurement (Assets and Liabilities Measured on a Recurring Basis) (Details) - Recurring Basis - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Level 1 | ||
Financial assets: | ||
Marketable equity securities | $ 89.7 | $ 65.8 |
Marketable debt securities | 3.8 | 3.6 |
Derivative instruments | 0 | 0 |
Total assets | 93.5 | 69.4 |
Financial liabilities: | ||
Joint venture net written option | 0 | |
Derivative instruments | 0 | 0 |
Contingent consideration payable | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | ||
Financial assets: | ||
Marketable equity securities | 0 | 0 |
Marketable debt securities | 14.1 | 11.9 |
Derivative instruments | 17.9 | 18 |
Total assets | 32 | 29.9 |
Financial liabilities: | ||
Joint venture net written option | 0 | |
Derivative instruments | 14.2 | 8.3 |
Contingent consideration payable | 0 | 0 |
Total liabilities | 14.2 | 8.3 |
Level 3 | ||
Financial assets: | ||
Marketable equity securities | 0 | 0 |
Marketable debt securities | 0 | 0 |
Derivative instruments | 0 | 0 |
Total assets | 0 | 0 |
Financial liabilities: | ||
Joint venture net written option | 40 | |
Derivative instruments | 0 | 0 |
Contingent consideration payable | 1,168.2 | 1,058 |
Total liabilities | 1,208.2 | 1,058 |
Fair value | ||
Financial assets: | ||
Marketable equity securities | 89.7 | 65.8 |
Marketable debt securities | 17.9 | 15.5 |
Derivative instruments | 17.9 | 18 |
Total assets | 125.5 | 99.3 |
Financial liabilities: | ||
Joint venture net written option | 40 | |
Derivative instruments | 14.2 | 8.3 |
Contingent consideration payable | 1,168.2 | 1,058 |
Total liabilities | $ 1,222.4 | $ 1,066.3 |
Fair Value Measurement (Asset93
Fair Value Measurement (Assets and Liabilities Measure at Fair Value on Recurring Basis using Level 3 Inputs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at January 1, | $ 1,058 | $ 475.9 | |
Acquisitions | (4) | 565.4 | |
Change in fair value included in earnings | 120.7 | 11.1 | $ (149.9) |
Other | (6.5) | 5.6 | |
Balance as of December 31, | $ 1,168.2 | $ 1,058 | $ 475.9 |
Fair Value Measurement (Qualita
Fair Value Measurement (Qualitative Information About Liabilities Measured at Fair Value on Recurring Basis Using Level 3 Inputs) (Details) - Recurring Basis $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Contingent Consideration Payable | Income approach (probability weighted discounted cash flow) | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Liabilities | $ 1,168.2 |
Derivative Financial Instruments, Liabilities | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Assumed market participant discount rate | 16.00% |
Minimum | Contingent Consideration Payable | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Cumulative probability of milestones being achieved (in percent) | 21.90% |
Assumed market participant discount rate | 1.80% |
Periods in which milestones are expected to be achieved | 2,018 |
Forecast quarterly royalties payable on net sales of relevant products | $ 0.1 |
Minimum | Derivative Financial Instruments, Liabilities | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Cash flow scenario probability weighting | 0.00% |
Maximum | Contingent Consideration Payable | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Cumulative probability of milestones being achieved (in percent) | 90.00% |
Assumed market participant discount rate | 8.70% |
Periods in which milestones are expected to be achieved | 2,040 |
Forecast quarterly royalties payable on net sales of relevant products | $ 6.5 |
Maximum | Derivative Financial Instruments, Liabilities | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Cash flow scenario probability weighting | 80.00% |
Fair value | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Joint venture net written option | $ 40 |
Fair Value Measurement (Financi
Fair Value Measurement (Financial Assets and Liabilities Not Measured on a Recurring Basis) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Capital lease obligation | $ 349.2 | |
Carrying amount | Nonrecurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Capital lease obligation | 349.2 | $ 353.6 |
Fair value | Nonrecurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Capital lease obligation | 349.2 | 353.6 |
Baxalta notes | Carrying amount | Nonrecurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 5,057.7 | 5,063.6 |
Baxalta notes | Fair value | Nonrecurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 5,229.9 | 5,066.5 |
SAIIDAC notes | Carrying amount | Nonrecurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 12,050.2 | 12,039.2 |
SAIIDAC notes | Fair value | Nonrecurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | $ 11,913.7 | $ 11,633.8 |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | |||
Liability | $ 1,168.2 | $ 1,058 | $ 475.9 |
Contingent consideration payable | 626.8 | $ 65.1 | |
Contingent consideration payable | 541.4 | ||
Fair value | Recurring Basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Joint venture net written option | $ 40 |
Financial Instruments (Summary
Financial Instruments (Summary of Derivative Instruments) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Undesignated derivative instruments | Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Notional amount | $ 1,672.3 | $ 1,309.1 |
Maximum duration (in months) | 3 months | 3 months |
Fair value - net asset/(liability) | $ 11.4 | $ 6.7 |
Designated derivative Instruments | Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Notional amount | $ 78.7 | |
Maximum duration (in months) | 6 months | |
Fair value - net asset/(liability) | $ 4.2 | |
Designated derivative Instruments | Interest Rate Swap | Fair Value Hedging | ||
Derivative [Line Items] | ||
Notional amount | 1,000 | 1,000 |
Fair value - net asset/(liability) | $ (7.7) | $ (1.2) |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) - Designated derivative Instruments - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Notional amount | $ 78.7 | |
Maximum duration (in months) | 6 months | |
Fair value - net asset/(liability) | $ 4.2 | |
Losses recognized in OCI | $ (0.9) | 14.6 |
Interest expense | Interest rate contracts | ||
Derivative [Line Items] | ||
Losses recognized in OCI | $ (4.3) | $ (6) |
Financial Instruments (Derivati
Financial Instruments (Derivative Income Statement Location, Gains & Losses) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Foreign Exchange Contract | Designated derivative Instruments | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains/(losses) recognized in OCI | $ (0.9) | $ 14.6 |
Foreign Exchange Contract | Other income/(expense), net | Undesignated derivative instruments | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains/(losses) recognized in income | 84.8 | (40.2) |
Foreign Exchange Contract | Amounts reclassified from AOCI | Accumulated Net Gain (Loss) from Cash Flow Hedges | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain reclassified from AOCI into income | 8.8 | 4.9 |
Interest rate contracts | Interest expense | Designated derivative Instruments | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains/(losses) recognized in OCI | (4.3) | (6) |
Interest rate contracts | Interest income | Undesignated derivative instruments | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains/(losses) recognized in income | $ 0 | $ (3.2) |
Financial Instruments (Foreign
Financial Instruments (Foreign Exchange Risk and Its Classification on Balance Sheet) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Designated derivative Instruments | ||
Asset position | ||
Asset position | $ 0 | $ 4.4 |
Liability position | ||
Liability position | 7.7 | 1.4 |
Undesignated derivative instruments | ||
Asset position | ||
Asset position | 17.9 | 18 |
Potential effect of rights to offset, asset position | (2.7) | (1.7) |
Net derivative, asset position | 15.2 | 16.3 |
Liability position | ||
Liability position | 14.2 | 8.3 |
Potential effect of rights to offset, liability position | (2.7) | (1.7) |
Net derivative, liability position | 11.5 | 6.6 |
Foreign exchange contracts | Prepaid expenses and other current assets | Designated derivative Instruments | ||
Asset position | ||
Asset position | 0 | 4.3 |
Foreign exchange contracts | Prepaid expenses and other current assets | Undesignated derivative instruments | ||
Asset position | ||
Asset position | 17.9 | 13.6 |
Foreign exchange contracts | Other current liabilities | Designated derivative Instruments | ||
Liability position | ||
Liability position | 0 | 0.1 |
Foreign exchange contracts | Other current liabilities | Undesignated derivative instruments | ||
Liability position | ||
Liability position | 6.5 | 6.9 |
Interest rate contracts | Long term borrowings | Designated derivative Instruments | ||
Asset position | ||
Asset position | 0 | 0.1 |
Liability position | ||
Liability position | $ 7.7 | $ 1.3 |
Accounts Payable and Accrued101
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued purchases | $ 914.6 | $ 911.9 |
Accrued employee compensation and benefits payable | 571.4 | 574.8 |
Accrued rebates | 1,612.7 | 1,431.3 |
Accrued sales returns | 175.7 | 118.4 |
Other accrued expenses | 910.1 | 1,276 |
Accounts payable and accrued expenses, total | $ 4,184.5 | $ 4,312.4 |
Borrowings and Capital Lease102
Borrowings and Capital Leases (Short-term Borrowings) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Capital leases | $ 7.5 | $ 6.4 |
Other borrowings | 26.1 | 16.8 |
Short-term Debt, Total | 2,788.7 | 3,068 |
Baxalta notes | ||
Short-term Debt [Line Items] | ||
Senior notes | 748.8 | 0 |
Revolving Credit Facility | ||
Short-term Debt [Line Items] | ||
Borrowings under the Facilities Agreement | 810 | 450 |
November 2015 Facilities Agreement | ||
Short-term Debt [Line Items] | ||
Borrowings under the Facilities Agreement | $ 1,196.3 | $ 2,594.8 |
Borrowings and Capital Lease103
Borrowings and Capital Leases (Long-term Borrowings) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Capital leases | $ 341.7 | $ 347.2 |
Other borrowings | 51.6 | 58 |
Total long-term obligations | 16,752.4 | 19,899.8 |
Total borrowings and capital leases | 19,541.1 | 22,967.8 |
November 2015 Facilities Agreement | ||
Debt Instrument [Line Items] | ||
Borrowings under the Facilities Agreement | 0 | 2,391.8 |
Baxalta notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 4,308.9 | 5,063.6 |
SAIIDAC notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 12,050.2 | $ 12,039.2 |
Borrowings and Capital Lease104
Borrowings and Capital Leases (Maturities) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 2,804.7 | |
2,019 | 3,349.4 | |
2,020 | 1,040.9 | |
2,021 | 3,329 | |
2,022 | 519.5 | |
Thereafter | 8,591.9 | |
Total obligations | 19,635.4 | |
Less: Debt issuance cost and discount | (94.3) | |
Total debt obligations | $ 19,541.1 | $ 22,967.8 |
Borrowings and Capital Lease105
Borrowings and Capital Leases (Senior Notes Issued by SAIIDAC) (Details) - USD ($) | Dec. 31, 2017 | Sep. 23, 2016 |
Debt Instrument [Line Items] | ||
Carrying amount | $ 19,635,400,000 | |
SAIIDAC notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Aggregate amount | 12,100,000,000 | |
Carrying amount | 12,050,200,000 | |
SAIIDAC notes | Senior Notes | Fixed-rate notes due 2019 | ||
Debt Instrument [Line Items] | ||
Aggregate amount | $ 3,300,000,000 | |
Coupon rate | 1.90% | 1.90% |
Effective Interest Rate | 2.05% | |
Carrying amount | $ 3,291,900,000 | |
SAIIDAC notes | Senior Notes | Fixed-rate notes due 2021 | ||
Debt Instrument [Line Items] | ||
Aggregate amount | $ 3,300,000,000 | |
Coupon rate | 2.40% | 2.40% |
Effective Interest Rate | 2.53% | |
Carrying amount | $ 3,286,400,000 | |
SAIIDAC notes | Senior Notes | Fixed-rate notes due 2023 | ||
Debt Instrument [Line Items] | ||
Aggregate amount | $ 2,500,000,000 | |
Coupon rate | 2.875% | 2.875% |
Effective Interest Rate | 2.97% | |
Carrying amount | $ 2,489,500,000 | |
SAIIDAC notes | Senior Notes | Fixed-rate notes due 2026 | ||
Debt Instrument [Line Items] | ||
Aggregate amount | $ 3,000,000,000 | |
Coupon rate | 3.20% | 3.20% |
Effective Interest Rate | 3.30% | |
Carrying amount | $ 2,982,400,000 |
Borrowings and Capital Lease106
Borrowings and Capital Leases (Senior Notes Related to Baxalta Acquisition) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |
Carrying amount | $ 19,635,400,000 |
Baxalta notes | |
Debt Instrument [Line Items] | |
Aggregate amount | 5,000,000,000 |
Baxalta notes | Senior Notes | |
Debt Instrument [Line Items] | |
Carrying amount | 5,057,700,000 |
Baxalta notes | Senior Notes | Variable-rate notes due 2018 | |
Debt Instrument [Line Items] | |
Aggregate amount | $ 375,000,000 |
Effective Interest Rate | 2.60% |
Carrying amount | $ 373,900,000 |
Baxalta notes | Senior Notes | Variable-rate notes due 2018 | LIBOR | |
Debt Instrument [Line Items] | |
Effective Interest Rate, Variable Rate | 0.78% |
Baxalta notes | Senior Notes | Fixed-rate notes due 2018 | |
Debt Instrument [Line Items] | |
Aggregate amount | $ 375,000,000 |
Coupon rate | 2.00% |
Effective Interest Rate | 2.00% |
Carrying amount | $ 374,900,000 |
Baxalta notes | Senior Notes | Fixed-rate notes due 2020 | |
Debt Instrument [Line Items] | |
Aggregate amount | $ 1,000,000,000 |
Coupon rate | 2.875% |
Effective Interest Rate | 2.80% |
Carrying amount | $ 1,001,300,000 |
Baxalta notes | Senior Notes | Fixed-rate notes due 2022 | |
Debt Instrument [Line Items] | |
Aggregate amount | $ 500,000,000 |
Coupon rate | 3.60% |
Effective Interest Rate | 3.30% |
Carrying amount | $ 506,800,000 |
Baxalta notes | Senior Notes | Fixed-rate notes due 2025 | |
Debt Instrument [Line Items] | |
Aggregate amount | $ 1,750,000,000 |
Coupon rate | 4.00% |
Effective Interest Rate | 3.90% |
Carrying amount | $ 1,770,200,000 |
Baxalta notes | Senior Notes | Fixed-rate notes due 2045 | |
Debt Instrument [Line Items] | |
Aggregate amount | $ 1,000,000,000 |
Coupon rate | 5.25% |
Effective Interest Rate | 5.10% |
Carrying amount | $ 1,030,600,000 |
Borrowings and Capital Lease107
Borrowings and Capital Leases (Narrative) (Details) | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 02, 2015USD ($)facility | Dec. 12, 2014USD ($) | |
Line of Credit Facility [Line Items] | |||||
Repayment of revolving line of credit, long term and short term borrowings | $ 7,681,400,000 | $ 16,404,300,000 | $ 3,110,900,000 | ||
Capital lease obligation | 349,200,000 | ||||
November 2015 Facilities Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Facility amount outstanding | 1,200,000,000 | $ 5,600,000,000 | |||
Number of amortizing credit facilities | facility | 3 | ||||
November 2015 Facility A | November 2015 Facilities Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Repayment of revolving line of credit, long term and short term borrowings | 400,000,000 | ||||
November 2015 Facility B | November 2015 Facilities Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Repayment of revolving line of credit, long term and short term borrowings | 2,200,000,000 | ||||
November 2015 Facility C | November 2015 Facilities Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Facility amount outstanding | 1,200,000,000 | ||||
Repayment of revolving line of credit, long term and short term borrowings | 1,200,000,000 | ||||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Borrowings under the Facilities Agreement | 810,000,000 | $ 450,000,000 | |||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate amount | $ 2,100,000,000 | ||||
Swingline Facility | $ 250,000,000 | ||||
Baxalta | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate amount | 5,000,000,000 | ||||
Shire Acquisitions Investment Ireland Designated Activity Company | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate amount | 12,100,000,000 | ||||
Deferred financing costs | $ (49,800,000) |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Income taxes payable | $ 65.1 | $ 46.2 |
Value added taxes | 30.4 | 17.6 |
Contingent consideration payable | 626.8 | 65.1 |
Other current liabilities | 186.5 | 234 |
Other current liabilities | $ 908.8 | $ 362.9 |
Retirement and Other Benefit109
Retirement and Other Benefit Programs (Change in Benefit Obligations and Fair Value of Plan Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Pensions | ||
Benefit obligations | ||
Beginning of period | $ 965.5 | |
End of Period | 1,061.5 | $ 965.5 |
Fair value of plan assets | ||
Beginning of period | 426.3 | |
End of Period | 496.9 | 426.3 |
Pensions | International | ||
Benefit obligations | ||
Beginning of period | 581.4 | 0 |
Assumption of benefit obligations | 0 | 503.8 |
Service cost | 39.4 | 18.6 |
Interest cost | 4.9 | 3.2 |
Participant contributions | 8.9 | 3.2 |
Actuarial loss/(gain) | (22.9) | (29.8) |
Benefit payments | (19.8) | (9.1) |
Plan amendments | 0 | 0 |
Settlements | (10.4) | (3.2) |
Curtailments | (4) | 0 |
Foreign exchange | 45.4 | (18.3) |
Other | (5) | 113 |
End of Period | 617.9 | 581.4 |
Fair value of plan assets | ||
Beginning of period | 197.9 | 0 |
Assumption of plan assets | 0 | 140.5 |
Actual return on plan assets | 12.3 | 2 |
Employer contributions | 32.2 | 12.3 |
Participant contributions | 8.9 | 3.2 |
Benefit payments | (19.8) | (9.1) |
Settlements | (10.4) | (3.2) |
Foreign exchange | 11.9 | (3.8) |
Other | 4.2 | 56 |
End of Period | 237.2 | 197.9 |
Funded status | (380.7) | (383.5) |
Other current liabilities | (15.7) | (8.8) |
Other non-current liabilities | (365) | (374.7) |
Net liability recognized | (380.7) | (383.5) |
Pensions | US | ||
Benefit obligations | ||
Beginning of period | 384.1 | 0 |
Assumption of benefit obligations | 0 | 441.6 |
Service cost | 14.6 | 13 |
Interest cost | 15.6 | 11.1 |
Participant contributions | 0 | 0 |
Actuarial loss/(gain) | 34.4 | (10.6) |
Benefit payments | (5.1) | (1.6) |
Plan amendments | 0 | 0 |
Settlements | 0 | 0 |
Curtailments | 0 | (73.4) |
Foreign exchange | 0 | 0 |
Other | 0 | 4 |
End of Period | 443.6 | 384.1 |
Fair value of plan assets | ||
Beginning of period | 228.4 | 0 |
Assumption of plan assets | 0 | 218 |
Actual return on plan assets | 35.4 | 8.3 |
Employer contributions | 0.9 | 0.4 |
Participant contributions | 0 | 0 |
Benefit payments | (5) | (1.6) |
Settlements | 0 | 0 |
Foreign exchange | 0 | 0 |
Other | 0 | 3.3 |
End of Period | 259.7 | 228.4 |
Funded status | (183.9) | (155.7) |
Other current liabilities | (0.8) | (0.6) |
Other non-current liabilities | (183.1) | (155.1) |
Net liability recognized | (183.9) | (155.7) |
OPEB | US | ||
Benefit obligations | ||
Beginning of period | 25 | 0 |
Assumption of benefit obligations | 0 | 23.5 |
Service cost | 1.5 | 0.8 |
Interest cost | 1 | 0.6 |
Participant contributions | 0 | 0 |
Actuarial loss/(gain) | (1.2) | 0.1 |
Benefit payments | (0.2) | 0 |
Plan amendments | (9) | 0 |
Settlements | 0 | 0 |
Curtailments | 0 | 0 |
Foreign exchange | 0 | 0 |
Other | 0 | 0 |
End of Period | 17.1 | 25 |
Fair value of plan assets | ||
Beginning of period | 0 | 0 |
Assumption of plan assets | 0 | 0 |
Actual return on plan assets | 0 | 0 |
Employer contributions | 0.2 | 0 |
Participant contributions | 0 | 0 |
Benefit payments | (0.2) | 0 |
Settlements | 0 | 0 |
Foreign exchange | 0 | 0 |
Other | 0 | 0 |
End of Period | 0 | 0 |
Funded status | (17.1) | (25) |
Other current liabilities | (0.4) | (0.2) |
Other non-current liabilities | (16.7) | (24.8) |
Net liability recognized | $ (17.1) | $ (25) |
Retirement and Other Benefit110
Retirement and Other Benefit Programs (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pensions | US | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | $ 443.6 | $ 373.2 | |
Loss arising during the year | 14.9 | (83.4) | |
Curtailment gains (losses) | 0 | 69.4 | |
Employer contributions | 0.9 | 0.4 | |
Expected net cash outflow next year | 13 | ||
Pensions | International | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | 494.2 | 457.9 | |
Loss arising during the year | (41.2) | 10.3 | |
Curtailment gains (losses) | (1.9) | (20) | |
Employer contributions | 32.2 | 12.3 | |
Employer contributions | 20.6 | 7.1 | |
Expected net cash outflow next year | 18.6 | ||
OPEB | US | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Loss arising during the year | (10.1) | (0.1) | |
Curtailment gains (losses) | 0 | 0 | |
Employer contributions | 0.2 | 0 | |
Employer contributions | 1 | ||
Expected net cash outflow next year | 1 | ||
Switzerland | International | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Curtailment gains (losses) | (20) | ||
United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expenses recognized for defined contribution plan | $ 60 | 68.1 | $ 38.9 |
United States | US | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Curtailment gains (losses) | $ 69.4 | ||
Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation for plan assets | 75.00% | ||
Fixed income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation for plan assets | 25.00% |
Retirement and Other Benefit111
Retirement and Other Benefit Programs (Summary of Funded Status of Plan) (Details) - Pensions - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
US | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
ABO | $ 443.6 | $ 373.2 |
Fair value of plan assets | 259.7 | 228.4 |
International | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
ABO | 469 | 437.5 |
Fair value of plan assets | $ 209.6 | $ 176.2 |
Retirement and Other Benefit112
Retirement and Other Benefit Programs (Expected Net Pension and OPEB Plan Payments for the Next 10 Years) (Details) $ in Millions | Dec. 31, 2017USD ($) |
US | Pensions | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,018 | $ 6 |
2,019 | 7.7 |
2,020 | 9.2 |
2,021 | 10.7 |
2,022 | 12.2 |
2023 through 2027 | 84.3 |
US | OPEB | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,018 | 0.4 |
2,019 | 0.5 |
2,020 | 0.6 |
2,021 | 0.8 |
2,022 | 0.9 |
2023 through 2027 | 6.8 |
International | Pensions | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,018 | 28.1 |
2,019 | 20.7 |
2,020 | 22.2 |
2,021 | 24.3 |
2,022 | 25.4 |
2023 through 2027 | $ 134.8 |
Retirement and Other Benefit113
Retirement and Other Benefit Programs (Summary of Amounts Recorded in AOCI) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
US | Pensions | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
(Loss)/gain arising during the year | $ (14.9) | $ 83.4 |
Reclassification of gain to income statement | 0 | (69.4) |
Pension and other employee benefit (loss)/gain, pre-tax | (14.9) | 14 |
US | OPEB | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
(Loss)/gain arising during the year | 10.1 | 0.1 |
Reclassification of gain to income statement | 0 | 0 |
Pension and other employee benefit (loss)/gain, pre-tax | 10.1 | 0.1 |
International | Pensions | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
(Loss)/gain arising during the year | 41.2 | (10.3) |
Reclassification of gain to income statement | (1.3) | 0 |
Pension and other employee benefit (loss)/gain, pre-tax | $ 39.9 | $ (10.3) |
Retirement and Other Benefit114
Retirement and Other Benefit Programs (Summary of Net Periodic Benefit Cost) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Pensions | US | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | $ 14.6 | $ 13 |
Interest cost | 15.6 | 11.1 |
Expected return on plan assets | (15.9) | (8.9) |
Curtailment and other | 0 | (69.4) |
Net periodic benefit cost | 14.3 | (54.2) |
Pensions | International | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | 39.4 | 18.6 |
Interest cost | 4.9 | 3.2 |
Expected return on plan assets | (7.4) | (3.9) |
Curtailment and other | 1.9 | 20 |
Net periodic benefit cost | 38.8 | 37.9 |
OPEB | US | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | 1.5 | 0.8 |
Interest cost | 1 | 0.6 |
Expected return on plan assets | 0 | 0 |
Curtailment and other | 0 | 0 |
Net periodic benefit cost | $ 2.5 | $ 1.4 |
Retirement and Other Benefit115
Retirement and Other Benefit Programs (Weighted-Average Assumptions Used for Benefit Obligation and Net Periodic Benefit Cost) (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Pensions | US | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||
Discount rate | 3.70% | 4.20% |
Rate of compensation increase | 3.80% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||
Discount rate | 4.20% | 4.10% |
Expected return on plan assets | 7.00% | 7.00% |
Rate of compensation increase | 3.80% | 3.80% |
Pensions | International | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||
Discount rate | 1.00% | 1.00% |
Rate of compensation increase | 3.00% | 2.90% |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||
Discount rate | 1.00% | 1.00% |
Expected return on plan assets | 3.40% | 4.50% |
Rate of compensation increase | 3.00% | 3.20% |
OPEB | US | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||
Discount rate | 3.50% | 4.30% |
Health care cost trend rate | 6.00% | 6.30% |
Rate decreased to | 5.00% | 5.00% |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||
Discount rate | 4.20% | 4.20% |
Health care cost trend rate | 6.00% | 6.50% |
Rate decreased to | 5.00% | 5.00% |
Retirement and Other Benefit116
Retirement and Other Benefit Programs (Fair Value Measurements of Plan Assets) (Details) - Pensions - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | $ 496.9 | $ 426.3 | |
International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 237.2 | 197.9 | $ 0 |
US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 259.7 | 228.4 | $ 0 |
Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 17.9 | 16.5 | |
Level 1 | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 141.2 | 122.8 | |
Level 1 | Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 17.9 | 16.5 | |
Level 2 | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 96 | 75.1 | |
Level 2 | Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Level 3 | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Level 3 | Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Collective trust funds | Fixed income | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 52.4 | 46.4 | |
Collective trust funds | Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 116.6 | 100.4 | |
Government agency issues | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 1.7 | 0.6 | |
Government agency issues | Level 1 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 1.7 | 0.6 | |
Government agency issues | Level 2 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Government agency issues | Level 3 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Corporate bonds | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 14.4 | 21.1 | |
Corporate bonds | Level 1 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 14.4 | 21.1 | |
Corporate bonds | Level 2 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Corporate bonds | Level 3 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Mutual funds | Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 17.9 | 16.5 | |
Mutual funds | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 32.4 | 24.4 | |
Mutual funds | Fixed income | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 12.7 | 11.4 | |
Mutual funds | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 50.3 | 40.6 | |
Mutual funds | Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 42 | 36.9 | |
Mutual funds | Level 1 | Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 17.9 | 16.5 | |
Mutual funds | Level 1 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 32.4 | 24.4 | |
Mutual funds | Level 1 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 50.3 | 40.6 | |
Mutual funds | Level 2 | Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Mutual funds | Level 2 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Mutual funds | Level 2 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Mutual funds | Level 3 | Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Mutual funds | Level 3 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Mutual funds | Level 3 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Real estate funds | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 20.7 | 12.1 | |
Real estate funds | Level 1 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 14.3 | 8.4 | |
Real estate funds | Level 2 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 6.4 | 3.7 | |
Real estate funds | Level 3 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Cash and cash equivalents | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 3.8 | 6.2 | |
Cash and cash equivalents | Fixed income | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 6.2 | 5.7 | |
Cash and cash equivalents | Level 1 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 3.8 | 6.2 | |
Cash and cash equivalents | Level 2 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Cash and cash equivalents | Level 3 | Fixed income | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Total common stock | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 21.5 | ||
Total common stock | Level 1 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 21.5 | ||
Total common stock | Level 2 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | ||
Total common stock | Level 3 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | ||
Common stock - large cap | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 24.3 | 19.9 | |
Common stock - large cap | Level 1 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 24.3 | 19.9 | |
Common stock - large cap | Level 2 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Common stock - large cap | Level 3 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | 0 | |
Mid cap | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 1.6 | ||
Mid cap | Level 1 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 1.6 | ||
Mid cap | Level 2 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | ||
Mid cap | Level 3 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | ||
Hedge fund | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 89.6 | ||
Hedge fund | Equity | US | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 11.9 | 11.1 | |
Hedge fund | Level 1 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | ||
Hedge fund | Level 2 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 89.6 | ||
Hedge fund | Level 3 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | $ 0 | ||
Other holdings | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 71.4 | ||
Other holdings | Level 1 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 0 | ||
Other holdings | Level 2 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | 71.4 | ||
Other holdings | Level 3 | Equity | International | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Plan assets | $ 0 |
Retirement and Other Benefit117
Retirement and Other Benefit Programs (Funded and Unfunded Statuses of Plans) (Details) - Pensions - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 496.9 | $ 426.3 | |
PBO | $ 1,061.5 | $ 965.5 | |
Funded status percentage | 47.00% | 44.00% | |
US | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 259.7 | $ 228.4 | $ 0 |
PBO | 443.6 | 384.1 | 0 |
US | Qualified plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 259.7 | 228.4 | |
PBO | $ 412.1 | $ 352.8 | |
Funded status percentage | 63.00% | 65.00% | |
US | Nonqualified plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
PBO | $ 31.5 | $ 31.3 | |
International | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 237.2 | 197.9 | 0 |
PBO | 617.9 | 581.4 | $ 0 |
International | Funded plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 237.2 | 197.9 | |
PBO | $ 430.8 | $ 413.7 | |
Funded status percentage | 55.00% | 48.00% | |
International | Unfunded plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
PBO | $ 187.1 | $ 167.7 |
Accumulated Other Comprehens118
Accumulated Other Comprehensive Income/(Loss) (Summary of Changes in Accumulated Other Comprehensive Income/(Loss)) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 28,948 | $ 9,829.1 | $ 8,662.9 |
Other comprehensive income/(loss) before reclassifications | 2,893 | ||
Amounts reclassified from AOCI | (20.4) | (47) | |
Net current period other comprehensive income/(loss) | 2,872.6 | (1,313.8) | (152.3) |
Ending balance | 36,176.4 | 28,948 | 9,829.1 |
Accumulated other comprehensive (loss)/income | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (1,497.6) | (183.8) | (31.5) |
Other comprehensive income/(loss) before reclassifications | (1,266.8) | ||
Amounts reclassified from AOCI | (47) | ||
Net current period other comprehensive income/(loss) | 2,872.6 | (1,313.8) | (152.3) |
Ending balance | 1,375 | (1,497.6) | (183.8) |
Foreign currency translation adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (1,505.4) | (182.1) | |
Other comprehensive income/(loss) before reclassifications | 2,785 | (1,323.3) | |
Amounts reclassified from AOCI | 0 | 0 | |
Net current period other comprehensive income/(loss) | 2,785 | (1,323.3) | |
Ending balance | 1,279.6 | (1,505.4) | (182.1) |
Pension and other employee benefits | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (5.2) | 0 | |
Other comprehensive income/(loss) before reclassifications | 33.4 | 38.3 | |
Amounts reclassified from AOCI | (0.7) | (43.5) | |
Net current period other comprehensive income/(loss) | 32.7 | (5.2) | |
Ending balance | 27.5 | (5.2) | 0 |
Unrealized holding gain/(loss) on available-for-sale securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 6.6 | (1.7) | |
Other comprehensive income/(loss) before reclassifications | 75.2 | 8.3 | |
Amounts reclassified from AOCI | (13.9) | 0 | |
Net current period other comprehensive income/(loss) | 61.3 | 8.3 | |
Ending balance | 67.9 | 6.6 | (1.7) |
Hedging activities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 6.4 | 0 | |
Other comprehensive income/(loss) before reclassifications | (0.6) | 9.9 | |
Amounts reclassified from AOCI | (5.8) | (3.5) | |
Net current period other comprehensive income/(loss) | (6.4) | 6.4 | |
Ending balance | $ 0 | $ 6.4 | $ 0 |
Accumulated Other Comprehens119
Accumulated Other Comprehensive Income/(Loss) (Reclassifications from 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 Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Integration and acquisition costs | $ 894.5 | $ 883.9 | $ 39.8 | ||||||||
Cost of sales | $ 1,263.5 | $ 1,001.4 | $ 1,108.9 | $ 1,327 | $ 1,053.6 | $ 1,736.2 | $ 778.1 | $ 248.6 | 4,700.8 | 3,816.5 | 969 |
Other income/(expense), net | 7.4 | (25.6) | 3.7 | ||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | 1,893.4 | 486.1 | 1,385.8 | ||||||||
Income taxes | 2,357.6 | 126.1 | (46.1) | ||||||||
Income from continuing operations, net of taxes | $ 3,106 | $ 551.2 | $ 241.5 | $ 354.8 | $ 475.9 | $ (368.5) | $ 86.6 | $ 409.5 | 4,253.5 | 603.5 | $ 1,337.5 |
Total reclassifications for the period | 20.4 | 47 | |||||||||
Pension and other employee benefit | Amounts reclassified from AOCI | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Net periodic benefit cost | (1.8) | ||||||||||
Integration and acquisition costs | 69.4 | ||||||||||
Cost of sales | 3.1 | ||||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | 1.3 | 69.4 | |||||||||
Income taxes | (0.6) | (25.9) | |||||||||
Income from continuing operations, net of taxes | 0.7 | 43.5 | |||||||||
Available-for-sale securities | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Total reclassifications for the period | 13.9 | 0 | |||||||||
Available-for-sale securities | Amounts reclassified from AOCI | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Other income/(expense), net | 13.9 | ||||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | 13.9 | ||||||||||
Income taxes | 0 | ||||||||||
Income from continuing operations, net of taxes | 13.9 | ||||||||||
Hedging activities | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Total reclassifications for the period | 5.8 | 3.5 | |||||||||
Hedging activities | Amounts reclassified from AOCI | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Cost of sales | 8.8 | 4.9 | |||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | 8.8 | 4.9 | |||||||||
Income taxes | (3) | (1.4) | |||||||||
Income from continuing operations, net of taxes | $ 5.8 | $ 3.5 |
Taxation (Narrative) (Details)
Taxation (Narrative) (Details) - USD ($) $ in Millions | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||||
Income tax penalties and interest expense (credit) | $ (14.2) | $ 4.2 | $ 0.8 | |
Income tax penalties and interest expense accrued | 16.5 | 30.8 | 26.5 | |
Gross value of NOLs and capital losses | 11,137.5 | 10,843.1 | ||
Undistributed earnings of foreign subsidiaries | 14,400 | 16,600 | ||
Unremitted foreign earnings | 7,600 | |||
Operating Loss Carryforwards [Line Items] | ||||
Tax benefit related to Tax Cuts and Jobs Act | $ 2,500 | |||
Impact of transition tax on the deemed repatriation of foreign income | $ 90 | |||
Valuation allowance | 635.7 | 569.4 | 416.1 | |
Net increase (decrease) in valuation allowances | 66.3 | |||
Other Foreign Jurisdictions | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance | 264.5 | 215.1 | 136.5 | |
United States | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance | 148.9 | 155.1 | 125.9 | |
Pre-tax income, foreign | 625.2 | (75.3) | 975.8 | |
Switzerland | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance | 200 | 176.8 | 131.5 | |
Ireland | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance | 22.3 | 22.4 | 22.2 | |
Rest of the world | ||||
Operating Loss Carryforwards [Line Items] | ||||
Pre-tax income, foreign | 917.4 | $ 347.1 | $ 421.4 | |
Operating loss carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net increase (decrease) in valuation allowances | 81.4 | |||
US state losses | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net increase (decrease) in valuation allowances | $ (15.1) |
Taxation (Components of Pre-tax
Taxation (Components of Pre-tax Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | $ 1,893.4 | $ 486.1 | $ 1,385.8 |
Ireland | |||
Income Tax Contingency [Line Items] | |||
Pre-tax income, Ireland | 350.8 | 214.3 | (11.4) |
United States | |||
Income Tax Contingency [Line Items] | |||
Pre-tax income, foreign | 625.2 | (75.3) | 975.8 |
Rest of the world | |||
Income Tax Contingency [Line Items] | |||
Pre-tax income, foreign | $ 917.4 | $ 347.1 | $ 421.4 |
Taxation (Pretax Income from Co
Taxation (Pretax Income from Continuing Operations and Provision for Income Taxes) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||
Total current taxes | $ 566.6 | $ 422.9 | $ 227.6 |
Total deferred taxes | (2,924.2) | (549) | (181.5) |
Total income taxes | (2,357.6) | (126.1) | 46.1 |
Ireland | |||
Income Tax Contingency [Line Items] | |||
Current domestic tax expense | 46.6 | 5.2 | 0.8 |
Deferred domestic tax expense (benefit) | 22.3 | 18.2 | (38.8) |
U.S. federal tax | |||
Income Tax Contingency [Line Items] | |||
Current foreign tax expense | 373.8 | 318.6 | 191.7 |
Deferred foreign tax expense (benefit) | (3,050.3) | (433.8) | (151.2) |
U.S. state tax | |||
Income Tax Contingency [Line Items] | |||
Current foreign tax expense | 55.8 | 30.2 | 17.3 |
Deferred foreign tax expense (benefit) | 260.1 | (74.1) | (1.7) |
Foreign tax jurisdictions | |||
Income Tax Contingency [Line Items] | |||
Current rest of the world tax expense | 90.4 | 68.9 | 17.8 |
Deferred rest of the world tax expense (benefit) | $ (156.3) | $ (59.3) | $ 10.2 |
Taxation (Effective Income Tax
Taxation (Effective Income Tax Rate Reconciliation, and Statutory Tax Rates) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income from continuing operations before income taxes and equity in (losses)/ earnings of equity method investees | $ 1,893.4 | $ 486.1 | $ 1,385.8 |
Statutory tax rate | 25.00% | 25.00% | 25.00% |
U.S. R&D credit | (6.60%) | (25.90%) | (7.70%) |
Intra-group items | (13.50%) | (44.40%) | (18.60%) |
Other permanent items | 2.50% | 4.50% | 1.10% |
U.S. Domestic Manufacturing Deduction | (1.40%) | (4.00%) | (1.60%) |
Acquisition Related Costs | 0.00% | 8.50% | 1.10% |
Irish Treasury Operations | (4.10%) | (8.60%) | 0.60% |
Change in valuation allowance | (0.50%) | 7.90% | 1.00% |
Difference in taxation rates | 3.60% | 13.00% | 7.30% |
Change in provisions for uncertain tax positions | (2.70%) | (1.50%) | (0.40%) |
Prior year adjustment | (0.10%) | 1.00% | (1.60%) |
Change in fair value of contingent consideration | 0.00% | 3.70% | (3.80%) |
Change in tax rates | (1.20%) | (5.10%) | 0.90% |
US Tax Reform | (130.30%) | (0.00%) | (0.00%) |
US Transition Tax | 4.80% | 0.00% | 0.00% |
Provision for income taxes on continuing operations | (124.50%) | (25.90%) | 3.30% |
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 25.00% | ||
Canada | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 15.00% | ||
France | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 33.30% | ||
Germany | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 15.00% | ||
Italy | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 24.00% | ||
Japan | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 23.40% | ||
Luxembourg | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 19.00% | ||
Netherlands | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 25.00% | ||
Belgium | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 33.99% | ||
Singapore | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 17.00% | ||
Spain | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 25.00% | ||
Sweden | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 22.00% | ||
Switzerland | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 8.50% | ||
United Kingdom | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 19.25% | ||
United States | |||
Income Tax Contingency [Line Items] | |||
Statutory tax rate | 35.00% |
Taxation (Rollforward of Unreco
Taxation (Rollforward 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] | |||
Balance as of January 1 | $ 236.3 | $ 216.3 | $ 207.8 |
Increases based on tax positions related to the current year | 132.6 | 34.3 | 27 |
Decreases based on tax positions taken in the current year | (128.5) | 0 | 0 |
Increases for tax positions taken in prior years | 3.1 | 0.5 | 3.9 |
Decreases for tax positions taken in prior years | (43.7) | (17.8) | (30.6) |
Decreases from acquisition related items | (1.8) | ||
Increases from acquisition related items | 29.5 | 17.9 | |
Decreases resulting from settlements with the taxing authorities | 0 | (24.4) | (1.2) |
Decreases as a result of expiration of the statute of limitations | (8.2) | (2.4) | (4.4) |
Foreign currency translation adjustments | 0.7 | 0.3 | |
Foreign currency translation adjustments | (4.1) | ||
Balance as of December 31 | 190.5 | 236.3 | 216.3 |
Unrecognized tax benefits that would impact effective tax rate if recognized | $ 185 | $ 227 | $ 207 |
Taxation (Deferred Tax Assets a
Taxation (Deferred Tax Assets and Liabilities, and Valuation Allowances) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 25.00% | ||
Deferred tax assets: | |||
Deferred revenue | $ 3.5 | $ 16.8 | |
Inventory & warranty provisions | 64.2 | 88.7 | |
Losses carried forward (including tax credits) | 1,687.1 | 1,907.3 | |
Provisions for sales deductions and doubtful accounts | 119.4 | 191.6 | |
Intangible assets | 50.3 | 79.7 | |
Share-based compensation | 93.3 | 137.5 | |
Excess of tax value over book value of assets | 11.5 | 14.2 | |
Accruals and provisions | 249.4 | 448.6 | |
Other | 26.2 | 78.5 | |
Gross deferred tax assets | 2,304.9 | 2,962.9 | |
Less: valuation allowance | (635.7) | (569.4) | $ (416.1) |
Deferred tax assets, net of valuation allowance | 1,669.2 | 2,393.5 | |
Deferred tax liabilities: | |||
Intangible assets | (5,501.2) | (9,073.4) | |
Excess of book value over tax value in inventory | (9.6) | (150.3) | |
Excess of book value over tax value of assets and investments | (650) | (1,304.2) | |
Other | (67.8) | (91.6) | |
Net deferred tax liabilities | (4,559.4) | (8,226) | |
Balance sheet classifications: | |||
Deferred tax assets - non-current | 188.8 | 96.7 | |
Deferred tax liabilities - non-current | $ (4,748.2) | $ (8,322.7) |
Taxation (Operating Loss and Ta
Taxation (Operating Loss and Tax Credit Carryforwards, and Their Expiration Dates) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Within 1 year | $ 1.4 | |
Within 1 to 2 years | 34.4 | |
Within 2 to 3 years | 18.4 | |
Within 3 to 4 years | 44.3 | |
Within 4 to 5 years | 50.1 | |
Within 5 to 6 years | 31.8 | |
After 6 years | 919.5 | |
Indefinitely | 587.1 | |
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 1,687 | $ 1,907.3 |
U.S. federal tax | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 489.6 | 687.1 |
U.S. state tax | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 140.3 | 170.7 |
Republic of Ireland | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 29.4 | 45.1 |
Foreign tax jurisdictions | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 723.8 | 614.9 |
R&D and other tax credits | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 303.9 | $ 389.5 |
Earnings Per Share (Calculation
Earnings Per Share (Calculation of EPS) (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 | |
Earnings Per Share [Abstract] | |||||||||||
Income from continuing operations, net of taxes | $ 3,106 | $ 551.2 | $ 241.5 | $ 354.8 | $ 475.9 | $ (368.5) | $ 86.6 | $ 409.5 | $ 4,253.5 | $ 603.5 | $ 1,337.5 |
Gain/(loss) from discontinued operations, net of taxes | (0.6) | (0.4) | (1.2) | 20.2 | (18.6) | (18.3) | (248.7) | 9.5 | 18 | (276.1) | (34.1) |
Net income | $ 3,105.4 | $ 550.8 | $ 240.3 | $ 375 | $ 457.3 | $ (386.8) | $ (162.1) | $ 419 | $ 4,271.5 | $ 327.4 | $ 1,303.4 |
Weighted average number of shares: | |||||||||||
Basic (in shares) | 906.5 | 770.1 | 590.4 | ||||||||
Effect of dilutive shares: | |||||||||||
Share-based awards to employees (in shares) | 5.5 | 6.1 | 2.7 | ||||||||
Diluted (in shares) | 912 | 776.2 | 593.1 | ||||||||
Earnings per Ordinary Share – basic | |||||||||||
Earnings from continuing operations (in usd per share) | $ 3.42 | $ 0.61 | $ 0.27 | $ 0.39 | $ 0.53 | $ (0.41) | $ 0.12 | $ 0.69 | $ 4.69 | $ 0.78 | $ 2.27 |
Earnings/(loss) from discontinued operations (in usd per share) | 0 | 0 | 0 | 0.02 | (0.02) | (0.02) | (0.36) | 0.02 | 0.02 | (0.35) | (0.06) |
Earnings per Ordinary Share - basic (in usd per share) | 3.42 | 0.61 | 0.27 | 0.41 | 0.51 | (0.43) | (0.24) | 0.71 | 4.71 | 0.43 | 2.21 |
Earnings per Ordinary Share – diluted | |||||||||||
Earnings from continuing operations (in usd per share) | 3.41 | 0.60 | 0.26 | 0.39 | 0.52 | (0.41) | 0.12 | 0.69 | 4.66 | 0.77 | 2.26 |
Earnings/(loss) from discontinued operations (in usd per share) | 0 | 0 | 0 | 0.02 | (0.02) | (0.02) | (0.36) | 0.02 | 0.02 | (0.35) | (0.06) |
Earnings per Ordinary Share - diluted (in usd per share) | $ 3.41 | $ 0.60 | $ 0.26 | $ 0.41 | $ 0.50 | $ (0.43) | $ (0.24) | $ 0.71 | $ 4.68 | $ 0.42 | $ 2.20 |
Earnings Per Share (Summary of
Earnings Per Share (Summary of Antidilutive Securities) (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Share-based awards to employees (in shares) | 15.2 | 4.1 | 3.4 |
Share-based Compensation Pla129
Share-based Compensation Plans (Share-based Compensation Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 174.9 | $ 318.5 | $ 100.3 |
Less tax | (43.4) | (85.3) | (28.4) |
Share-based compensation expense, net | 131.5 | 233.2 | 71.9 |
Cost of sales | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 35.6 | 23.3 | 7.6 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 27.3 | 46.9 | 28.6 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 97.2 | 67.1 | 37.4 |
Integration and acquisition costs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 14.8 | 181.2 | 0 |
Reorganization costs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 0 | $ 0 | $ 26.7 |
Share-based Compensation Pla130
Share-based Compensation Plans (Narrative) (Details) $ in Millions | Jun. 03, 2016shares | Dec. 31, 2017USD ($)£ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)£ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)£ / shares | Dec. 31, 2015USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 174.9 | $ 318.5 | $ 100.3 | ||||
Unrecognized compensation cost relating to non-vested awards | $ | $ 218.3 | $ 218.3 | $ 244.2 | 244.2 | $ 115.3 | 115.3 | |
Unrecognized compensation cost relating to non-vested awards, expected period for recognition | 3 years | ||||||
Intrinsic values of share-based awards exercised | $ | $ 147.1 | $ 147.1 | $ 214.6 | 214.6 | $ 198.8 | 198.8 | |
Proceeds from issuance of stock for share-based compensation arrangements | $ | 134.1 | 169.2 | 16.6 | ||||
Tax benefit associated with exercise of stock options | $ | $ 0 | $ 8.8 | 31.6 | ||||
Forfeiture rate | 0.00% | ||||||
SARs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 7 years | ||||||
RSUs, PSUs and PSAs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional holding period after vesting | 2 years | ||||||
Vesting period | 3 years | ||||||
Outstanding (in shares) | 3,959,720 | 3,959,720 | |||||
Granted (in shares) | 2,520,239 | ||||||
Outstanding (in shares) | 3,959,720 | 3,959,720 | 3,976,657 | 3,976,657 | |||
Stock-settled SARs and stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 9,865,956 | ||||||
Outstanding (in shares) | 25,618,821 | 25,618,821 | 21,869,833 | 21,869,833 | |||
Exercisable (in shares) | 13,329,159 | 13,329,159 | |||||
Weighted average grant date fair value (in GBP per share) | £ / shares | $ 9.72 | $ 8.25 | $ 10.36 | ||||
Baxalta | Baxalta Replacement Award | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 61.6 | $ 223.1 | 0 | ||||
Integration related costs | $ | $ 14.8 | $ 171 | $ 0 | ||||
Baxalta | Baxalta Replacement Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Expiration period | 10 years | ||||||
Outstanding (in shares) | 9,425,001 | 9,425,001 | |||||
Baxalta | Baxalta Replacement RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Expiration period | 3 years | ||||||
Outstanding (in shares) | 701,340 | 701,340 | |||||
Portfolio Share Plan Part | SARs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Expiration period | 7 years | ||||||
Outstanding (in shares) | 15,693,527 | 15,693,527 | |||||
Sharesave Scheme | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 6 months | ||||||
Outstanding (in shares) | 184,647 | 184,647 | |||||
Employee Stock Purchase Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of common stock, percent | 85.00% | ||||||
Savings period | 12 months | ||||||
Outstanding (in shares) | 315,646 | 315,646 | |||||
United Kingdom | Sharesave Scheme | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of common stock, percent | 80.00% | ||||||
Ireland | Sharesave Scheme | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of common stock, percent | 75.00% | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Forfeiture rate | 0.00% | 5.00% | 5.00% | ||||
Minimum | Sharesave Scheme | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Minimum | Employee Stock Purchase Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Forfeiture rate | 0.00% | 7.00% | 7.00% | ||||
Maximum | Sharesave Scheme | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 5 years | ||||||
Maximum | Employee Stock Purchase Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 5 years | ||||||
Executive Directors | Portfolio Share Plan Part | SARs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Baxter Employees | RSUs, PSUs and PSAs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 500,000 | ||||||
Outstanding (in shares) | 0 | 0 | |||||
Baxter Employees | Stock-settled SARs and stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 8,800,000 | ||||||
Outstanding (in shares) | 6,200,000 | 6,200,000 | |||||
Exercisable (in shares) | 6,200,000 | 6,200,000 | |||||
EBT | Common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Treasury stock held (in shares) | 500,000 | 500,000 | |||||
EBT | ADS | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Treasury stock held (in shares) | 200,000 | 200,000 | |||||
Year 1 | Baxalta | Baxalta Replacement Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentages | 33.33% | ||||||
Year 1 | Baxalta | Baxalta Replacement RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentages | 33.33% | ||||||
Year 2 | Baxalta | Baxalta Replacement Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentages | 33.33% | ||||||
Year 2 | Baxalta | Baxalta Replacement RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentages | 33.33% | ||||||
Year 3 | Baxalta | Baxalta Replacement Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentages | 33.33% | ||||||
Year 3 | Baxalta | Baxalta Replacement RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentages | 33.33% |
Share-based Compensation Pla131
Share-based Compensation Plans (Summary of Awards Outstanding and Vesting Schedules) (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-settled SARs and stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards (in shares) | 25,618,821 | 21,869,833 |
SARs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period from date of issue | 7 years | |
RSUs, PSUs and PSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards (in shares) | 3,959,720 | |
Vesting period | 3 years | |
Portfolio Share Plan Part | SARs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards (in shares) | 15,693,527 | |
Expiration period from date of issue | 7 years | |
Vesting period | 3 years | |
Sharesave Scheme | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards (in shares) | 184,647 | |
Expiration period from date of issue | 6 months | |
Employee Stock Purchase Plan | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards (in shares) | 315,646 | |
Portfolio Share Plan Part B | RSUs, PSUs and PSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards (in shares) | 3,258,380 | |
Expiration period from date of issue | 3 years | |
Vesting period | 3 years | |
Executive Directors | Portfolio Share Plan Part | SARs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Executive Directors | Portfolio Share Plan Part B | RSUs, PSUs and PSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Baxalta | Baxalta Replacement Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards (in shares) | 9,425,001 | |
Expiration period from date of issue | 10 years | |
Vesting period | 3 years | |
Baxalta | Baxalta Replacement RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards (in shares) | 701,340 | |
Expiration period from date of issue | 3 years | |
Vesting period | 3 years | |
Minimum | Sharesave Scheme | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Minimum | Employee Stock Purchase Plan | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Maximum | Sharesave Scheme | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | |
Maximum | Employee Stock Purchase Plan | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years |
Share-based Compensation Pla132
Share-based Compensation Plans (Stock Options and SARs) (Details) £ / shares in Units, £ in Millions | 12 Months Ended |
Dec. 31, 2017GBP (£)£ / sharesshares | |
Number of shares | |
Number of awards exercisable (in shares) | shares | 13,329,159 |
Stock-settled SARs and stock options | |
Weighted average exercise price | |
Outstanding as of beginning of period (in GBP per share) | £ 38.98 |
Granted (in GBP per share) | 45.11 |
Exercised (in GBP per share) | 34.99 |
Forfeited (in GBP per share) | 44 |
Outstanding as of end of period (in GBP per share) | 39.75 |
Exercisable as of end of period (in GBP per share) | £ 35.11 |
Number of shares | |
Outstanding as of beginning of period (in shares) | shares | 21,869,833 |
Granted (in shares) | shares | 9,865,956 |
Exercised (in shares) | shares | (3,312,318) |
Forfeited (in shares) | shares | (2,804,650) |
Outstanding as of end of period (in shares) | shares | 25,618,821 |
Exercisable as at end of period (in shares) | shares | 13,329,159 |
Outstanding as at end of period Intrinsic Value (in GBP) | £ | £ 31.4 |
Exercisable as at end of period Intrinsic Value (in GBP) | £ | £ 29.3 |
Number of awards outstanding (in shares) | shares | 25,618,821 |
Range One | Stock-settled SARs and stock options | |
Number of shares | |
Number of awards outstanding (in shares) | shares | 2,373,820 |
Exercise prices, minimum (in GBP per share) | £ 9.27 |
Exercise prices, maximum (in GBP per share) | £ 28 |
Weighted Average remaining contractual term (Years) | 2 years 4 months 24 days |
Weighted average exercise price of awards outstanding (in GBP per share) | £ 24.47 |
Number of awards exercisable (in shares) | shares | 2,367,984 |
Weighted average exercise price of awards exercisable (in GBP per share) | £ 24.48 |
Range Two | Stock-settled SARs and stock options | |
Number of shares | |
Number of awards outstanding (in shares) | shares | 9,537,750 |
Exercise prices, minimum (in GBP per share) | £ 28.01 |
Exercise prices, maximum (in GBP per share) | £ 40 |
Weighted Average remaining contractual term (Years) | 6 years 3 months 19 days |
Weighted average exercise price of awards outstanding (in GBP per share) | £ 33.64 |
Number of awards exercisable (in shares) | shares | 8,010,506 |
Weighted average exercise price of awards exercisable (in GBP per share) | £ 33.3 |
Range Three | Stock-settled SARs and stock options | |
Number of shares | |
Number of awards outstanding (in shares) | shares | 13,707,251 |
Exercise prices, minimum (in GBP per share) | £ 40.01 |
Exercise prices, maximum (in GBP per share) | £ 70.48 |
Weighted Average remaining contractual term (Years) | 5 years 6 months |
Weighted average exercise price of awards outstanding (in GBP per share) | £ 46.65 |
Number of awards exercisable (in shares) | shares | 2,950,669 |
Weighted average exercise price of awards exercisable (in GBP per share) | £ 48.55 |
Share-based Compensation Pla133
Share-based Compensation Plans (Performance Share Awards) (Details) - RSUs, PSUs and PSAs | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of shares | |
Outstanding as of beginning of period (in shares) | shares | 3,976,657 |
Granted (in shares) | shares | 2,520,239 |
Exercised (in shares) | shares | (1,779,205) |
Forfeited (in shares) | shares | (757,971) |
Outstanding as of end of period (in shares) | shares | 3,959,720 |
Exercisable as of end of period (in shares) | shares | 0 |
Weighted average grant date fair value | |
Outstanding as of beginning of period (in GBP per share) | $ / shares | $ 41.31 |
Granted (in GBP per share) | $ / shares | 45.38 |
Forfeited (in GBP per share) | $ / shares | 44.99 |
Exercised (in GBP per share) | $ / shares | 43.23 |
Outstanding as of end of period (in GBP per share) | $ / shares | 42.33 |
Exercisable as of end of period (in GBP per share) | $ / shares | $ 0 |
Weighted average remaining life | 4 years 10 months 25 days |
Share-based Compensation Pla134
Share-based Compensation Plans (Fair Value 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] | |||
Forfeiture rate | 0.00% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.40% | 0.29% | 0.60% |
Expected dividend yield | 0.30% | 0.30% | 0.20% |
Expected life | 1 year | 1 year | 1 year |
Volatility | 25.00% | 26.00% | 23.00% |
Forfeiture rate | 0.00% | 5.00% | 5.00% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.90% | 1.60% | 1.80% |
Expected dividend yield | 0.60% | 0.50% | 0.40% |
Expected life | 3 years 10 months 17 days | 4 years | 4 years |
Volatility | 29.00% | 29.00% | 26.00% |
Forfeiture rate | 0.00% | 7.00% | 7.00% |
Commitments and Contingencie135
Commitments and Contingencies (Future Minimum Lease Payments) (Details) $ in Millions | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 188.5 |
2,019 | 164.8 |
2,020 | 155.2 |
2,021 | 146.6 |
2,022 | 128.8 |
Thereafter | 795.8 |
Total | $ 1,579.7 |
Commitments and Contingencie136
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease and rental expense | $ 167.6 | $ 100.8 | $ 40.7 |
Irrevocable standby letters of credit and guarantees | 224.8 | 139.7 | |
Clinical Testing | |||
Other Commitments [Line Items] | |||
Commitment amount | 1,409.9 | 1,037.4 | |
Contract Manufacturing | |||
Other Commitments [Line Items] | |||
Commitment amount | 467.2 | 528.9 | |
Commitments expected to be paid in next year | 216.5 | ||
Other Purchasing Commitment | |||
Other Commitments [Line Items] | |||
Commitment amount | 1,692.5 | 1,745.4 | |
Commitments expected to be paid in next year | 960 | ||
Investment Commitment | |||
Other Commitments [Line Items] | |||
Commitment amount | 48.9 | 76.4 | |
Capital Commitment | |||
Other Commitments [Line Items] | |||
Commitment amount | $ 328.2 | $ 100.5 |
Legal and Other Proceedings (Na
Legal and Other Proceedings (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Legal Proceedings [Abstract] | ||
Provisions for litigation loss, insurance claims and other disputes | $ 76.2 | $ 415 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Ordinary shares authorized | 1,500,000,000 | 1,500,000,000 | |
Subscriber ordinary shares authorized | 2 | ||
Distributable reserves (in USD) | $ 4,200 | ||
Treasury stock held | 8,400,000 | 9,100,000 | |
Irish withholding tax rate | 25.00% | ||
Shares Held By EBT | Common stock | |||
Class of Stock [Line Items] | |||
Treasury stock held | 500,000 | 500,000 | 600,000 |
Shares Held By EBT | ADS | |||
Class of Stock [Line Items] | |||
Treasury stock held | 200,000 | 200,000 | 200,000 |
Shares Held Under Share Buyback Program | Common stock | |||
Class of Stock [Line Items] | |||
Treasury stock held | 7,400,000 | 8,000,000 | 8,500,000 |
Republic of Ireland | |||
Class of Stock [Line Items] | |||
Irish withholding tax rate | 20.00% | ||
New Shire Income Access Share Trust | |||
Class of Stock [Line Items] | |||
Cash dividends paid to Income Access Share Trustee (in USD) | $ 150.6 | $ 127.7 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Segment Reporting (Revenues and
Segment Reporting (Revenues and Long-lived Assets by Geographic Location) (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 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 4,144.9 | $ 3,697.6 | $ 3,745.8 | $ 3,572.3 | $ 3,806.1 | $ 3,452.1 | $ 2,429.1 | $ 1,709.3 | $ 15,160.6 | $ 11,396.6 | $ 6,416.7 |
Long-Lived Assets | 6,748.6 | 6,574.6 | 6,748.6 | 6,574.6 | |||||||
Ireland | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 55.5 | 41.6 | 14.1 | ||||||||
Long-Lived Assets | 94 | 41.2 | 94 | 41.2 | |||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 9,642.1 | 7,666.9 | 4,659.2 | ||||||||
Long-Lived Assets | 4,603 | 6,449.4 | 4,603 | 6,449.4 | |||||||
Austria | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-Lived Assets | 737.3 | 0 | 737.3 | 0 | |||||||
Rest of the world | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 5,463 | 3,688.1 | $ 1,743.4 | ||||||||
Long-Lived Assets | $ 1,314.3 | $ 84 | $ 1,314.3 | $ 84 |
Segment Reporting (Revenues 141
Segment Reporting (Revenues and Accounts Receivable by Major Customers) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Product sales | $ 14,448.9 | $ 10,885.8 | $ 6,099.9 |
AmerisourceBergen Corp | |||
Segment Reporting Information [Line Items] | |||
Product sales | 1,408.1 | 1,695.3 | 1,048.3 |
Amounts outstanding | 469.9 | 427.2 | |
McKesson Corp. | |||
Segment Reporting Information [Line Items] | |||
Product sales | 1,333.1 | 1,336.7 | 1,044.1 |
Amounts outstanding | 512.4 | 312.9 | |
Cardinal Health Inc. | |||
Segment Reporting Information [Line Items] | |||
Product sales | 1,079.2 | 1,052.2 | $ 796.9 |
Amounts outstanding | $ 325.3 | $ 278.4 | |
Product Sales | Customer Concentration Risk | AmerisourceBergen Corp | |||
Segment Reporting Information [Line Items] | |||
% Product sales | 10.00% | 16.00% | 17.00% |
Product Sales | Customer Concentration Risk | McKesson Corp. | |||
Segment Reporting Information [Line Items] | |||
% Product sales | 9.00% | 12.00% | 17.00% |
Product Sales | Customer Concentration Risk | Cardinal Health Inc. | |||
Segment Reporting Information [Line Items] | |||
% Product sales | 7.00% | 10.00% | 13.00% |
Segment Reporting (Revenue by P
Segment Reporting (Revenue by Product) (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 | |
Revenue from External Customer [Line Items] | |||||||||||
Product sales | $ 14,448.9 | $ 10,885.8 | $ 6,099.9 | ||||||||
Royalties and other revenues | 711.7 | 510.8 | 316.8 | ||||||||
Total revenues | $ 4,144.9 | $ 3,697.6 | $ 3,745.8 | $ 3,572.3 | $ 3,806.1 | $ 3,452.1 | $ 2,429.1 | $ 1,709.3 | 15,160.6 | 11,396.6 | 6,416.7 |
Immunology | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 4,370.3 | 2,827 | 1,062.7 | ||||||||
IMMUNOGLOBULIN THERAPIES | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 2,236.6 | 1,143.9 | 0 | ||||||||
HEREDITARY ANGIOEDEMA | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 1,429.6 | 1,310.9 | 1,062.7 | ||||||||
BIO THERAPEUTICS | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 704.1 | 372.2 | 0 | ||||||||
Hematology | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 3,785.6 | 2,240.8 | 0 | ||||||||
HEMOPHILIA | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 2,957.3 | 1,789 | 0 | ||||||||
INHIBITOR THERAPIES | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 828.3 | 451.8 | 0 | ||||||||
Neuroscience | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 2,664.1 | 2,490.5 | 2,200.4 | ||||||||
VYVANSE | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 2,161.1 | 2,013.9 | 1,722.2 | ||||||||
ADDERALL XR | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 348 | 363.8 | 362.8 | ||||||||
MYDAYIS | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 21.6 | 0 | 0 | ||||||||
Other Neuroscience | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 133.4 | 112.8 | 115.4 | ||||||||
Internal Medicine | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 1,670.3 | 1,755.5 | 1,500.6 | ||||||||
LIALDA/MEZAVANT | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 569.4 | 792.1 | 684.4 | ||||||||
GATTEX/REVESTIVE | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 335.5 | 219.4 | 141.7 | ||||||||
PENTASA | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 313.2 | 309.4 | 305.8 | ||||||||
NATPARA/NATPAR | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 147.4 | 85.3 | 24.4 | ||||||||
Other Internal Medicine | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 304.8 | 349.3 | 344.3 | ||||||||
Genetic Diseases | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 1,437.7 | 1,387.1 | 1,336.2 | ||||||||
ELAPRASE | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 615.7 | 589 | 552.6 | ||||||||
REPLAGAL | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 472.1 | 452.4 | 441.2 | ||||||||
VPRIV | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 349.9 | 345.7 | 342.4 | ||||||||
Oncology | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 261.7 | 130.5 | 0 | ||||||||
Ophthalmics | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Product sales | 259.2 | 54.4 | 0 | ||||||||
Royalties | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Royalties and other revenues | 448.4 | 382.6 | 300.5 | ||||||||
Other revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Royalties and other revenues | $ 263.3 | $ 128.2 | $ 16.3 |
Agreements and Transactions wit
Agreements and Transactions with Baxter (Narrative) (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Agreements and Transactions by Party [Line Items] | |||
Selling, general and administrative | $ 3,530,900,000 | $ 3,015,200,000 | $ 1,842,500,000 |
Inventories | 3,291,500,000 | 3,562,300,000 | |
Prepaid expenses and other current assets | 795,300,000 | 806,300,000 | |
Other current liabilities | 908,800,000 | 362,900,000 | |
Prepaid expenses and other current assets related indemnification liabilities | 103,100,000 | 189,000,000 | |
Other current liabilities | 63,200,000 | 72,000,000 | |
Other non-current liabilities | 59,600,000 | 92,000,000 | |
Manufacturing and Supply Agreement with Baxter | |||
Agreements and Transactions by Party [Line Items] | |||
Revenue | 137,300,000 | 81,000,000 | |
Selling, general and administrative | 52,300,000 | 54,000,000 | |
Operations Not Yet Transferred To Baxalta | |||
Agreements and Transactions by Party [Line Items] | |||
Revenue | 0 | 101,000,000 | |
Inventories | $ 0 | 11,000,000 | |
Prepaid expenses and other current assets | 50,000,000 | ||
Other current liabilities | $ 3,000,000 |
Guarantor Financial Informat144
Guarantor Financial Information (Senior Notes) (Details) - Senior Notes | Dec. 31, 2017 | Sep. 23, 2016 | Jun. 03, 2016 |
Senior Notes, 2.0 % due 2018 | |||
Debt Instrument [Line Items] | |||
Debt Interest Rate (Stated Rate) | 2.00% | ||
Senior Notes, 2.875% due 2020 | |||
Debt Instrument [Line Items] | |||
Debt Interest Rate (Stated Rate) | 2.875% | ||
Senior Notes, 3.6 Percent due 2022 | |||
Debt Instrument [Line Items] | |||
Debt Interest Rate (Stated Rate) | 3.60% | ||
Senior Notes, 4.0% due 2025 | |||
Debt Instrument [Line Items] | |||
Debt Interest Rate (Stated Rate) | 4.00% | ||
Senior Notes, 5.25% due 2045 | |||
Debt Instrument [Line Items] | |||
Debt Interest Rate (Stated Rate) | 5.25% | ||
Shire Acquisitions Investment Ireland Designated Activity Company | Fixed-rate notes due 2019 | |||
Debt Instrument [Line Items] | |||
Debt Interest Rate (Stated Rate) | 1.90% | 1.90% | |
Shire Acquisitions Investment Ireland Designated Activity Company | Fixed-rate notes due 2021 | |||
Debt Instrument [Line Items] | |||
Debt Interest Rate (Stated Rate) | 2.40% | 2.40% | |
Shire Acquisitions Investment Ireland Designated Activity Company | Fixed-rate notes due 2023 | |||
Debt Instrument [Line Items] | |||
Debt Interest Rate (Stated Rate) | 2.875% | 2.875% | |
Shire Acquisitions Investment Ireland Designated Activity Company | Fixed-rate notes due 2026 | |||
Debt Instrument [Line Items] | |||
Debt Interest Rate (Stated Rate) | 3.20% | 3.20% |
Guarantor Financial Informat145
Guarantor Financial Information (Consolidating Balance Sheets) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 472.4 | $ 528.8 | $ 135.5 | $ 2,982.4 |
Restricted cash | 39.4 | 25.6 | ||
Accounts receivable, net | 3,009.8 | 2,616.5 | ||
Inventories | 3,291.5 | 3,562.3 | ||
Prepaid expenses and other current assets | 795.3 | 806.3 | ||
Intercompany receivables | 0 | 0 | ||
Short term intercompany loan receivable | 0 | 0 | ||
Total current assets | 7,608.4 | 7,539.5 | ||
Investments | 241.1 | 191.6 | ||
Property, plant and equipment (PP&E), net | 6,635.4 | 6,469.6 | ||
Goodwill | 19,831.7 | 17,888.2 | 4,147.8 | |
Intangible assets, net | 33,046.1 | 34,697.5 | 9,173.3 | |
Deferred tax asset | 188.8 | 96.7 | ||
Long term intercompany loan receivable | 0 | 0 | ||
Other non-current assets | 205.4 | 152.3 | ||
Total assets | 67,756.9 | 67,035.4 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 4,184.5 | 4,312.4 | ||
Short term borrowings and capital leases | 2,788.7 | 3,068 | ||
Intercompany payables | 0 | 0 | ||
Short term intercompany loan payable | 0 | 0 | ||
Other current liabilities | 908.8 | 362.9 | ||
Total current liabilities | 7,882 | 7,743.3 | ||
Long term borrowings and capital leases | 16,752.4 | 19,899.8 | ||
Deferred tax liability | 4,748.2 | 8,322.7 | ||
Long term intercompany loan payable | 0 | 0 | ||
Other non-current liabilities | 2,197.9 | 2,121.6 | ||
Total liabilities | 31,580.5 | 38,087.4 | ||
Total equity | 36,176.4 | 28,948 | 9,829.1 | 8,662.9 |
Total liabilities and equity | 67,756.9 | 67,035.4 | ||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Intercompany receivables | (4,802.5) | (5,274.9) | ||
Short term intercompany loan receivable | (2,006.3) | (2,594.8) | ||
Total current assets | (6,808.8) | (7,869.7) | ||
Investments | (94,947.2) | (82,680.5) | ||
Property, plant and equipment (PP&E), net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred tax asset | (304.1) | (273) | ||
Long term intercompany loan receivable | (13,659.5) | (14,911.7) | ||
Other non-current assets | 0 | 0 | ||
Total assets | (115,719.6) | (105,734.9) | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 0 | 0 | ||
Short term borrowings and capital leases | 0 | 0 | ||
Intercompany payables | (4,802.5) | (5,274.9) | ||
Short term intercompany loan payable | (2,006.3) | (2,594.8) | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | (6,808.8) | (7,869.7) | ||
Long term borrowings and capital leases | 0 | 0 | ||
Deferred tax liability | (304.1) | (273) | ||
Long term intercompany loan payable | (13,659.5) | (14,911.7) | ||
Other non-current liabilities | 0 | 0 | ||
Total liabilities | (20,772.4) | (23,054.4) | ||
Total equity | (94,947.2) | (82,680.5) | ||
Total liabilities and equity | (115,719.6) | (105,734.9) | ||
Shire plc (Parent Guarantor) | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 1.8 | ||
Intercompany receivables | 0 | 0 | ||
Short term intercompany loan receivable | 0 | 0 | ||
Total current assets | 0 | 1.8 | ||
Investments | 43,204.3 | 35,656.1 | ||
Property, plant and equipment (PP&E), net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred tax asset | 0 | 0 | ||
Long term intercompany loan receivable | 0 | 0 | ||
Other non-current assets | 0 | 3.9 | ||
Total assets | 43,204.3 | 35,661.8 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 0.2 | 1.3 | ||
Short term borrowings and capital leases | 0 | 450 | ||
Intercompany payables | 3,585.3 | 5,247.1 | ||
Short term intercompany loan payable | 0 | 0 | ||
Other current liabilities | 573.5 | 0 | ||
Total current liabilities | 4,159 | 5,698.4 | ||
Long term borrowings and capital leases | 0 | 0 | ||
Deferred tax liability | 0 | 0 | ||
Long term intercompany loan payable | 2,868.9 | 610.1 | ||
Other non-current liabilities | 0 | 405.3 | ||
Total liabilities | 7,027.9 | 6,713.8 | ||
Total equity | 36,176.4 | 28,948 | ||
Total liabilities and equity | 43,204.3 | 35,661.8 | ||
Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) | ||||
Current assets: | ||||
Cash and cash equivalents | 0.5 | 41.7 | 0 | 0 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses and other current assets | 95.2 | 97.1 | ||
Intercompany receivables | 0 | 0 | ||
Short term intercompany loan receivable | 0 | 0 | ||
Total current assets | 95.7 | 138.8 | ||
Investments | 38,924.6 | 34,644.2 | ||
Property, plant and equipment (PP&E), net | 7.6 | 27.4 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred tax asset | 304.1 | 273 | ||
Long term intercompany loan receivable | 1,609.3 | 480.7 | ||
Other non-current assets | 0 | 33.8 | ||
Total assets | 40,941.3 | 35,597.9 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 18.1 | 20 | ||
Short term borrowings and capital leases | 748.8 | 0 | ||
Intercompany payables | 1,217.2 | 27.8 | ||
Short term intercompany loan payable | 0 | 0 | ||
Other current liabilities | 10.7 | 64.6 | ||
Total current liabilities | 1,994.8 | 112.4 | ||
Long term borrowings and capital leases | 4,308.9 | 5,063.6 | ||
Deferred tax liability | 0 | 0 | ||
Long term intercompany loan payable | 0 | 0 | ||
Other non-current liabilities | 70 | 61.8 | ||
Total liabilities | 6,373.7 | 5,237.8 | ||
Total equity | 34,567.6 | 30,360.1 | ||
Total liabilities and equity | 40,941.3 | 35,597.9 | ||
Non-Guarantor Non-Issuer Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 471.9 | 487.1 | 135.5 | 2,982.4 |
Restricted cash | 39.4 | 25.6 | ||
Accounts receivable, net | 3,009.8 | 2,616.5 | ||
Inventories | 3,291.5 | 3,562.3 | ||
Prepaid expenses and other current assets | 698.5 | 707.4 | ||
Intercompany receivables | 4,682.3 | 5,154.4 | ||
Short term intercompany loan receivable | 0 | 0 | ||
Total current assets | 12,193.4 | 12,553.3 | ||
Investments | 13,059.4 | 12,571.8 | ||
Property, plant and equipment (PP&E), net | 6,627.8 | 6,442.2 | ||
Goodwill | 19,831.7 | 17,888.2 | ||
Intangible assets, net | 33,046.1 | 34,697.5 | ||
Deferred tax asset | 188.8 | 96.7 | ||
Long term intercompany loan receivable | 0 | 0 | ||
Other non-current assets | 202.6 | 114.6 | ||
Total assets | 85,149.8 | 84,364.3 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 4,080.3 | 4,205.4 | ||
Short term borrowings and capital leases | 33.6 | 23.2 | ||
Intercompany payables | 0 | 0 | ||
Short term intercompany loan payable | 2,006.3 | 2,594.8 | ||
Other current liabilities | 324.6 | 298.3 | ||
Total current liabilities | 6,444.8 | 7,121.7 | ||
Long term borrowings and capital leases | 393.3 | 405.2 | ||
Deferred tax liability | 5,052.3 | 8,595.7 | ||
Long term intercompany loan payable | 10,790.6 | 14,301.6 | ||
Other non-current liabilities | 2,127.9 | 1,654.5 | ||
Total liabilities | 24,808.9 | 32,078.7 | ||
Total equity | 60,340.9 | 52,285.6 | ||
Total liabilities and equity | 85,149.8 | 84,364.3 | ||
Non-Guarantor Subsidiaries of Baxalta Notes | ||||
Current assets: | ||||
Cash and cash equivalents | 471.9 | 487.1 | 135.5 | 2,982.4 |
Restricted cash | 39.4 | 25.6 | ||
Accounts receivable, net | 3,009.8 | 2,616.5 | ||
Inventories | 3,291.5 | 3,562.3 | ||
Prepaid expenses and other current assets | 700.1 | 707.4 | ||
Intercompany receivables | 4,802.5 | 5,274.9 | ||
Short term intercompany loan receivable | 2,006.3 | 2,594.8 | ||
Total current assets | 14,321.5 | 15,268.6 | ||
Investments | 13,059.4 | 12,571.8 | ||
Property, plant and equipment (PP&E), net | 6,627.8 | 6,442.2 | ||
Goodwill | 19,831.7 | 17,888.2 | ||
Intangible assets, net | 33,046.1 | 34,697.5 | ||
Deferred tax asset | 188.8 | 96.7 | ||
Long term intercompany loan receivable | 12,050.2 | 14,431 | ||
Other non-current assets | 205.4 | 114.6 | ||
Total assets | 99,330.9 | 101,510.6 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 4,166.2 | 4,291.1 | ||
Short term borrowings and capital leases | 2,039.9 | 2,618 | ||
Intercompany payables | 0 | 0 | ||
Short term intercompany loan payable | 2,006.3 | 2,594.8 | ||
Other current liabilities | 324.6 | 298.3 | ||
Total current liabilities | 8,537 | 9,802.2 | ||
Long term borrowings and capital leases | 12,443.5 | 14,836.2 | ||
Deferred tax liability | 5,052.3 | 8,595.7 | ||
Long term intercompany loan payable | 10,790.6 | 14,301.6 | ||
Other non-current liabilities | 2,127.9 | 1,654.5 | ||
Total liabilities | 38,951.3 | 49,190.2 | ||
Total equity | 60,379.6 | 52,320.4 | ||
Total liabilities and equity | 99,330.9 | 101,510.6 | ||
SAIIDAC (SAIIDAC Notes Subsidiary Issuer) | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses and other current assets | 1.6 | 0 | ||
Intercompany receivables | 120.2 | 120.5 | ||
Short term intercompany loan receivable | 2,006.3 | 2,594.8 | ||
Total current assets | 2,128.1 | 2,715.3 | ||
Investments | 0 | 0 | ||
Property, plant and equipment (PP&E), net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred tax asset | 0 | 0 | ||
Long term intercompany loan receivable | 12,050.2 | 14,431 | ||
Other non-current assets | 2.8 | 0 | ||
Total assets | 14,181.1 | 17,146.3 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 85.9 | 85.7 | ||
Short term borrowings and capital leases | 2,006.3 | 2,594.8 | ||
Intercompany payables | 0 | 0 | ||
Short term intercompany loan payable | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | 2,092.2 | 2,680.5 | ||
Long term borrowings and capital leases | 12,050.2 | 14,431 | ||
Deferred tax liability | 0 | 0 | ||
Long term intercompany loan payable | 0 | 0 | ||
Other non-current liabilities | 0 | 0 | ||
Total liabilities | 14,142.4 | 17,111.5 | ||
Total equity | 38.7 | 34.8 | ||
Total liabilities and equity | $ 14,181.1 | $ 17,146.3 |
Guarantor Financial Informat146
Guarantor Financial Information (Consolidating Statements of 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 | |
Revenues: | |||||||||||
Product sales | $ 14,448.9 | $ 10,885.8 | $ 6,099.9 | ||||||||
Royalties and other revenues | 711.7 | 510.8 | 316.8 | ||||||||
Total revenues | $ 4,144.9 | $ 3,697.6 | $ 3,745.8 | $ 3,572.3 | $ 3,806.1 | $ 3,452.1 | $ 2,429.1 | $ 1,709.3 | 15,160.6 | 11,396.6 | 6,416.7 |
Costs and expenses: | |||||||||||
Cost of sales | 1,263.5 | 1,001.4 | 1,108.9 | 1,327 | 1,053.6 | 1,736.2 | 778.1 | 248.6 | 4,700.8 | 3,816.5 | 969 |
Research and development | 1,763.3 | 1,439.8 | 1,564 | ||||||||
Selling, general and administrative | 3,530.9 | 3,015.2 | 1,842.5 | ||||||||
Amortization of acquired intangible assets | 1,768.4 | 1,173.4 | 498.7 | ||||||||
Integration and acquisition costs | 894.5 | 883.9 | 39.8 | ||||||||
Reorganization costs | 47.9 | 121.4 | 97.9 | ||||||||
Gain/(loss) on sale of product rights | (0.4) | (16.5) | (14.7) | ||||||||
Total operating expenses | 12,705.4 | 10,433.7 | 4,997.2 | ||||||||
Operating income from continuing operations | 2,455.2 | 962.9 | 1,419.5 | ||||||||
Interest income/(expense), net | (569.2) | (451.2) | (37.4) | ||||||||
Other income/(expense), net | 7.4 | (25.6) | 3.7 | ||||||||
Total other expense, net | (561.8) | (476.8) | (33.7) | ||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | 1,893.4 | 486.1 | 1,385.8 | ||||||||
Income taxes | 2,357.6 | 126.1 | (46.1) | ||||||||
Equity in income/(losses) of equity method investees, net of taxes | 2.5 | (8.7) | (2.2) | ||||||||
Income from continuing operations, net of taxes | 3,106 | 551.2 | 241.5 | 354.8 | 475.9 | (368.5) | 86.6 | 409.5 | 4,253.5 | 603.5 | 1,337.5 |
Gain/(loss) from discontinued operations, net of taxes | (0.6) | (0.4) | (1.2) | 20.2 | (18.6) | (18.3) | (248.7) | 9.5 | 18 | (276.1) | (34.1) |
Net income | $ 3,105.4 | $ 550.8 | $ 240.3 | $ 375 | $ 457.3 | $ (386.8) | $ (162.1) | $ 419 | 4,271.5 | 327.4 | 1,303.4 |
Comprehensive income/(loss) | 7,144.1 | (986.4) | 1,151.1 | ||||||||
Eliminations | |||||||||||
Revenues: | |||||||||||
Product sales | 0 | 0 | 0 | ||||||||
Royalties and other revenues | 0 | 0 | 0 | ||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Costs and expenses: | |||||||||||
Cost of sales | 0 | 0 | 0 | ||||||||
Research and development | 0 | 0 | 0 | ||||||||
Selling, general and administrative | 0 | 0 | 1.4 | ||||||||
Amortization of acquired intangible assets | 0 | 0 | 0 | ||||||||
Integration and acquisition costs | 0 | 0 | 0 | ||||||||
Reorganization costs | 0 | 0 | 0 | ||||||||
Gain/(loss) on sale of product rights | 0 | 0 | 0 | ||||||||
Total operating expenses | 0 | 0 | 1.4 | ||||||||
Operating income from continuing operations | 0 | 0 | (1.4) | ||||||||
Interest income/(expense), net | 0 | 0 | 0 | ||||||||
Other income/(expense), net | 0 | 0 | 0 | ||||||||
Total other expense, net | 0 | 0 | 0 | ||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | 0 | 0 | (1.4) | ||||||||
Income taxes | 0 | 0 | 0 | ||||||||
Equity in income/(losses) of equity method investees, net of taxes | (6,158.4) | 174.9 | (1,388.1) | ||||||||
Income from continuing operations, net of taxes | (6,158.4) | 174.9 | (1,389.5) | ||||||||
Gain/(loss) from discontinued operations, net of taxes | 0 | 0 | 0 | ||||||||
Net income | (6,158.4) | 174.9 | (1,389.5) | ||||||||
Comprehensive income/(loss) | (11,621.8) | 2,694.4 | (1,237.2) | ||||||||
Shire plc (Parent Guarantor) | |||||||||||
Revenues: | |||||||||||
Product sales | 0 | 0 | 0 | ||||||||
Royalties and other revenues | 0 | 0 | 0 | ||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Costs and expenses: | |||||||||||
Cost of sales | 0 | 0 | 0 | ||||||||
Research and development | 0 | 0 | 0 | ||||||||
Selling, general and administrative | 5.8 | 59.8 | 24.9 | ||||||||
Amortization of acquired intangible assets | 0 | 0 | 0 | ||||||||
Integration and acquisition costs | 168.2 | 0 | |||||||||
Reorganization costs | 0 | 0 | 0 | ||||||||
Gain/(loss) on sale of product rights | 0 | 0 | 0 | ||||||||
Total operating expenses | 174 | 59.8 | 24.9 | ||||||||
Operating income from continuing operations | (174) | (59.8) | (24.9) | ||||||||
Interest income/(expense), net | (145.8) | (100.6) | (63.6) | ||||||||
Other income/(expense), net | 2.2 | 0.9 | 0.9 | ||||||||
Total other expense, net | (143.6) | (99.7) | (62.7) | ||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | (317.6) | (159.5) | (87.6) | ||||||||
Income taxes | 3.5 | 4.3 | 2.9 | ||||||||
Equity in income/(losses) of equity method investees, net of taxes | 4,585.6 | 482.6 | 1,388.1 | ||||||||
Income from continuing operations, net of taxes | 4,271.5 | 327.4 | 1,303.4 | ||||||||
Gain/(loss) from discontinued operations, net of taxes | 0 | 0 | 0 | ||||||||
Net income | 4,271.5 | 327.4 | 1,303.4 | ||||||||
Comprehensive income/(loss) | 7,144.1 | (986.4) | 1,151.1 | ||||||||
SAIIDAC (SAIIDAC Notes Subsidiary Issuer) | |||||||||||
Revenues: | |||||||||||
Product sales | 0 | 0 | 0 | ||||||||
Royalties and other revenues | 0 | 0 | 0 | ||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Costs and expenses: | |||||||||||
Cost of sales | 0 | 0 | 0 | ||||||||
Research and development | 0 | 0 | 0 | ||||||||
Selling, general and administrative | 0 | 0 | 0 | ||||||||
Amortization of acquired intangible assets | 0 | 0 | 0 | ||||||||
Integration and acquisition costs | 0 | 0 | 0 | ||||||||
Reorganization costs | 0 | 0 | 0 | ||||||||
Gain/(loss) on sale of product rights | 0 | 0 | 0 | ||||||||
Total operating expenses | 0 | 0 | 0 | ||||||||
Operating income from continuing operations | 0 | 0 | 0 | ||||||||
Interest income/(expense), net | 3.6 | 36.5 | (1.7) | ||||||||
Other income/(expense), net | 0 | 0 | 0 | ||||||||
Total other expense, net | 3.6 | 36.5 | (1.7) | ||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | 3.6 | 36.5 | (1.7) | ||||||||
Income taxes | (0.9) | (9.1) | 0 | ||||||||
Equity in income/(losses) of equity method investees, net of taxes | 0 | 0 | 0 | ||||||||
Income from continuing operations, net of taxes | 2.7 | 27.4 | (1.7) | ||||||||
Gain/(loss) from discontinued operations, net of taxes | 0 | 0 | 0 | ||||||||
Net income | 2.7 | 27.4 | (1.7) | ||||||||
Comprehensive income/(loss) | 2.7 | 27.4 | (1.7) | ||||||||
Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) | |||||||||||
Revenues: | |||||||||||
Product sales | 0 | 0 | 0 | ||||||||
Royalties and other revenues | 0 | 0 | 0 | ||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Costs and expenses: | |||||||||||
Cost of sales | 0 | 0 | 0 | ||||||||
Research and development | 0 | 0.4 | 0 | ||||||||
Selling, general and administrative | 13.6 | 29.4 | 0 | ||||||||
Amortization of acquired intangible assets | 2.2 | 0 | 0 | ||||||||
Integration and acquisition costs | 110.6 | 302 | 0 | ||||||||
Reorganization costs | 0 | 0 | 0 | ||||||||
Gain/(loss) on sale of product rights | 0 | 0 | 0 | ||||||||
Total operating expenses | 126.4 | 331.8 | 0 | ||||||||
Operating income from continuing operations | (126.4) | (331.8) | 0 | ||||||||
Interest income/(expense), net | (91.4) | (45.1) | 0 | ||||||||
Other income/(expense), net | 4.4 | 2.7 | 0 | ||||||||
Total other expense, net | (87) | (42.4) | 0 | ||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | (213.4) | (374.2) | 0 | ||||||||
Income taxes | 7.5 | 88.9 | 0 | ||||||||
Equity in income/(losses) of equity method investees, net of taxes | 1,572.8 | (657.5) | 0 | ||||||||
Income from continuing operations, net of taxes | 1,366.9 | (942.8) | 0 | ||||||||
Gain/(loss) from discontinued operations, net of taxes | 0 | 0 | 0 | ||||||||
Net income | 1,366.9 | (942.8) | 0 | ||||||||
Comprehensive income/(loss) | 3,963.5 | (2,148.9) | 0 | ||||||||
Non-Guarantor Non-Issuer Subsidiaries | |||||||||||
Revenues: | |||||||||||
Product sales | 14,448.9 | 10,885.8 | 6,099.9 | ||||||||
Royalties and other revenues | 711.7 | 510.8 | 316.8 | ||||||||
Total revenues | 15,160.6 | 11,396.6 | 6,416.7 | ||||||||
Costs and expenses: | |||||||||||
Cost of sales | 4,700.8 | 3,816.5 | 969 | ||||||||
Research and development | 1,763.3 | 1,439.4 | 1,564 | ||||||||
Selling, general and administrative | 3,511.5 | 2,926 | 1,816.2 | ||||||||
Amortization of acquired intangible assets | 1,766.2 | 1,173.4 | 498.7 | ||||||||
Integration and acquisition costs | 615.7 | 581.9 | 39.8 | ||||||||
Reorganization costs | 47.9 | 121.4 | 97.9 | ||||||||
Gain/(loss) on sale of product rights | (0.4) | (16.5) | (14.7) | ||||||||
Total operating expenses | 12,405 | 10,042.1 | 4,970.9 | ||||||||
Operating income from continuing operations | 2,755.6 | 1,354.5 | 1,445.8 | ||||||||
Interest income/(expense), net | (335.6) | (342) | 27.9 | ||||||||
Other income/(expense), net | 0.8 | (29.2) | 2.8 | ||||||||
Total other expense, net | (334.8) | (371.2) | 30.7 | ||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | 2,420.8 | 983.3 | 1,476.5 | ||||||||
Income taxes | 2,347.5 | 42 | (49) | ||||||||
Equity in income/(losses) of equity method investees, net of taxes | 2.5 | (8.7) | (2.2) | ||||||||
Income from continuing operations, net of taxes | 4,770.8 | 1,016.6 | 1,425.3 | ||||||||
Gain/(loss) from discontinued operations, net of taxes | 18 | (276.1) | (34.1) | ||||||||
Net income | 4,788.8 | 740.5 | 1,391.2 | ||||||||
Comprehensive income/(loss) | 7,655.6 | (572.9) | 1,238.9 | ||||||||
Non-Guarantor Subsidiaries of Baxalta Notes | |||||||||||
Revenues: | |||||||||||
Product sales | 14,448.9 | 10,885.8 | 6,099.9 | ||||||||
Royalties and other revenues | 711.7 | 510.8 | 316.8 | ||||||||
Total revenues | 15,160.6 | 11,396.6 | 6,416.7 | ||||||||
Costs and expenses: | |||||||||||
Cost of sales | 4,700.8 | 3,816.5 | 969 | ||||||||
Research and development | 1,763.3 | 1,439.4 | 1,564 | ||||||||
Selling, general and administrative | 3,511.5 | 2,926 | 1,816.2 | ||||||||
Amortization of acquired intangible assets | 1,766.2 | 1,173.4 | 498.7 | ||||||||
Integration and acquisition costs | 615.7 | 581.9 | 39.8 | ||||||||
Reorganization costs | 47.9 | 121.4 | 97.9 | ||||||||
Gain/(loss) on sale of product rights | (0.4) | (16.5) | (14.7) | ||||||||
Total operating expenses | 12,405 | 10,042.1 | 4,970.9 | ||||||||
Operating income from continuing operations | 2,755.6 | 1,354.5 | 1,445.8 | ||||||||
Interest income/(expense), net | (332) | (305.5) | 26.2 | ||||||||
Other income/(expense), net | 0.8 | (29.2) | 2.8 | ||||||||
Total other expense, net | (331.2) | (334.7) | 29 | ||||||||
Income from continuing operations before income taxes and equity in earnings/(losses) of equity method investees | 2,424.4 | 1,019.8 | 1,474.8 | ||||||||
Income taxes | 2,346.6 | 32.9 | (49) | ||||||||
Equity in income/(losses) of equity method investees, net of taxes | 2.5 | (8.7) | (2.2) | ||||||||
Income from continuing operations, net of taxes | 4,773.5 | 1,044 | 1,423.6 | ||||||||
Gain/(loss) from discontinued operations, net of taxes | 18 | (276.1) | (34.1) | ||||||||
Net income | 4,791.5 | 767.9 | 1,389.5 | ||||||||
Comprehensive income/(loss) | $ 7,658.3 | $ (545.5) | $ 1,237.2 |
Guarantor Financial Informat147
Guarantor Financial Information (Condensed Consolidating Statement of Cash Flows) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by/(used in) operating activities | $ 4,256.7 | $ 2,658.9 | $ 2,337 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Transactions with subsidiaries | 0 | 0 | 0 |
Purchases of businesses, net of cash acquired | 0 | (17,476.2) | (5,553.4) |
Purchases of PP&E | (798.8) | (648.7) | (114.7) |
Proceeds/(payment) from sale of investments | 88.6 | 0.9 | 85.7 |
Movements in restricted cash | (13.7) | 62.8 | (32) |
Other, net | 23 | (31) | (5.5) |
Net cash used in investing activities | (700.9) | (18,092.2) | (5,619.9) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolving line of credit, long term and short term borrowings | 4,236.7 | 32,443.4 | 3,760.8 |
Repayment of revolving line of credit, long term and short term borrowings | (7,681.4) | (16,404.3) | (3,110.9) |
Proceeds from intercompany borrowings | 0 | 0 | 0 |
Payment of dividend | (281.3) | (171.3) | (134.4) |
Debt issuance costs | 0 | (172.3) | (24.1) |
Proceeds from issuance of stock for share-based compensation arrangements | 134.1 | 169.2 | 16.6 |
Other, net | (27.4) | (38.9) | (69) |
Net cash (used in)/provided by financing activities | (3,619.3) | 15,825.8 | 439 |
Effect of foreign exchange rate changes on cash and cash equivalents | 7.1 | 0.8 | (3) |
Net (decrease)/increase in cash and cash equivalents | (56.4) | 393.3 | (2,846.9) |
Cash and cash equivalents at beginning of period | 528.8 | 135.5 | 2,982.4 |
Cash and cash equivalents at end of period | 472.4 | 528.8 | 135.5 |
Eliminations | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by/(used in) operating activities | 0 | 0 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Transactions with subsidiaries | 40,051.9 | 26,306.8 | 6,618.2 |
Purchases of businesses, net of cash acquired | 0 | 0 | |
Purchases of PP&E | 0 | 0 | 0 |
Proceeds/(payment) from sale of investments | 0 | 0 | 0 |
Movements in restricted cash | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 |
Net cash used in investing activities | 40,051.9 | 26,306.8 | 6,618.2 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolving line of credit, long term and short term borrowings | 0 | 0 | 0 |
Repayment of revolving line of credit, long term and short term borrowings | 0 | 0 | 0 |
Proceeds from intercompany borrowings | (40,051.9) | (26,306.8) | (6,618.2) |
Payment of dividend | 0 | 0 | 0 |
Debt issuance costs | 0 | 0 | |
Proceeds from issuance of stock for share-based compensation arrangements | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 |
Net cash (used in)/provided by financing activities | (40,051.9) | (26,306.8) | (6,618.2) |
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net (decrease)/increase in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 | 0 |
Shire plc (Parent Guarantor) | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by/(used in) operating activities | 0 | (136.9) | (133.5) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Transactions with subsidiaries | (10,349.3) | (2,890) | (3,570) |
Purchases of businesses, net of cash acquired | 0 | 0 | |
Purchases of PP&E | 0 | 0 | 0 |
Proceeds/(payment) from sale of investments | 0 | 0 | 0 |
Movements in restricted cash | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 |
Net cash used in investing activities | (10,349.3) | (2,890) | (3,570) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolving line of credit, long term and short term borrowings | 2,110 | 2,355 | 3,760 |
Repayment of revolving line of credit, long term and short term borrowings | (2,560) | (3,405) | (3,110) |
Proceeds from intercompany borrowings | 10,801.5 | 4,077.8 | 3,048.2 |
Payment of dividend | (35.8) | (20.7) | (6.8) |
Debt issuance costs | 0 | (4.5) | |
Proceeds from issuance of stock for share-based compensation arrangements | 33.6 | 19.8 | 16.6 |
Other, net | 0 | 0 | 0 |
Net cash (used in)/provided by financing activities | 10,349.3 | 3,026.9 | 3,703.5 |
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net (decrease)/increase in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 | 0 |
SAIIDAC (SAIIDAC Notes Subsidiary Issuer) | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by/(used in) operating activities | 6.6 | 232.8 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Transactions with subsidiaries | (2,670.2) | (18,228.8) | 0 |
Purchases of businesses, net of cash acquired | 0 | 0 | |
Purchases of PP&E | 0 | 0 | 0 |
Proceeds/(payment) from sale of investments | 0 | 0 | 0 |
Movements in restricted cash | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 |
Net cash used in investing activities | (2,670.2) | (18,228.8) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolving line of credit, long term and short term borrowings | 1,610 | 30,079.9 | 0 |
Repayment of revolving line of credit, long term and short term borrowings | (4,600) | (13,009.2) | 0 |
Proceeds from intercompany borrowings | 5,653.6 | 1,097.6 | 0 |
Payment of dividend | 0 | 0 | 0 |
Debt issuance costs | (172.3) | 0 | |
Proceeds from issuance of stock for share-based compensation arrangements | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 |
Net cash (used in)/provided by financing activities | 2,663.6 | 17,996 | 0 |
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net (decrease)/increase in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 | 0 |
Baxalta Inc. (Baxalta Notes Subsidiary Issuer and SAIIDAC Notes Subsidiary Guarantor) | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by/(used in) operating activities | (13.1) | (51) | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Transactions with subsidiaries | (5,604.9) | (480.7) | 0 |
Purchases of businesses, net of cash acquired | 0 | 0 | |
Purchases of PP&E | 0 | (11.1) | 0 |
Proceeds/(payment) from sale of investments | (9.7) | 0 | 0 |
Movements in restricted cash | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 |
Net cash used in investing activities | (5,614.6) | (491.8) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolving line of credit, long term and short term borrowings | 0 | 0 | 0 |
Repayment of revolving line of credit, long term and short term borrowings | 0 | 0 | 0 |
Proceeds from intercompany borrowings | 5,582.6 | 521.9 | 0 |
Payment of dividend | 0 | 0 | 0 |
Debt issuance costs | 0 | 0 | |
Proceeds from issuance of stock for share-based compensation arrangements | 4.8 | 132.9 | 0 |
Other, net | (0.9) | (70.3) | 0 |
Net cash (used in)/provided by financing activities | 5,586.5 | 584.5 | 0 |
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net (decrease)/increase in cash and cash equivalents | (41.2) | 41.7 | 0 |
Cash and cash equivalents at beginning of period | 41.7 | 0 | 0 |
Cash and cash equivalents at end of period | 0.5 | 41.7 | 0 |
Non-Guarantor Non-Issuer Subsidiaries | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by/(used in) operating activities | 4,263.2 | 2,614 | 2,470.5 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Transactions with subsidiaries | (21,427.5) | (4,707.3) | (3,048.2) |
Purchases of businesses, net of cash acquired | (17,476.2) | (5,553.4) | |
Purchases of PP&E | (798.8) | (637.6) | (114.7) |
Proceeds/(payment) from sale of investments | 98.3 | 0.9 | 85.7 |
Movements in restricted cash | (13.7) | 62.8 | (32) |
Other, net | 23 | (31) | (5.5) |
Net cash used in investing activities | (22,118.7) | (22,788.4) | (8,668.1) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolving line of credit, long term and short term borrowings | 516.7 | 8.5 | 0.8 |
Repayment of revolving line of credit, long term and short term borrowings | (521.4) | 9.9 | (0.9) |
Proceeds from intercompany borrowings | 18,014.2 | 20,609.5 | 3,570 |
Payment of dividend | (245.5) | (150.6) | (127.6) |
Debt issuance costs | 0 | (19.6) | |
Proceeds from issuance of stock for share-based compensation arrangements | 95.7 | 16.5 | 0 |
Other, net | (26.5) | 31.4 | (69) |
Net cash (used in)/provided by financing activities | 17,833.2 | 20,525.2 | 3,353.7 |
Effect of foreign exchange rate changes on cash and cash equivalents | 7.1 | 0.8 | (3) |
Net (decrease)/increase in cash and cash equivalents | (15.2) | 351.6 | (2,846.9) |
Cash and cash equivalents at beginning of period | 487.1 | 135.5 | 2,982.4 |
Cash and cash equivalents at end of period | 471.9 | 487.1 | 135.5 |
Non-Guarantor Subsidiaries of Baxalta Notes | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by/(used in) operating activities | 4,269.8 | 2,846.8 | 2,470.5 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Transactions with subsidiaries | (24,097.7) | (22,936.1) | (3,048.2) |
Purchases of businesses, net of cash acquired | (17,476.2) | (5,553.4) | |
Purchases of PP&E | (798.8) | (637.6) | (114.7) |
Proceeds/(payment) from sale of investments | 98.3 | 0.9 | 85.7 |
Movements in restricted cash | (13.7) | 62.8 | (32) |
Other, net | 23 | (31) | (5.5) |
Net cash used in investing activities | (24,788.9) | (41,017.2) | (8,668.1) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolving line of credit, long term and short term borrowings | 2,126.7 | 30,088.4 | 0.8 |
Repayment of revolving line of credit, long term and short term borrowings | (5,121.4) | (12,999.3) | (0.9) |
Proceeds from intercompany borrowings | 23,667.8 | 21,707.1 | 3,570 |
Payment of dividend | (245.5) | (150.6) | (127.6) |
Debt issuance costs | (172.3) | (19.6) | |
Proceeds from issuance of stock for share-based compensation arrangements | 95.7 | 16.5 | 0 |
Other, net | (26.5) | 31.4 | (69) |
Net cash (used in)/provided by financing activities | 20,496.8 | 38,521.2 | 3,353.7 |
Effect of foreign exchange rate changes on cash and cash equivalents | 7.1 | 0.8 | (3) |
Net (decrease)/increase in cash and cash equivalents | (15.2) | 351.6 | (2,846.9) |
Cash and cash equivalents at beginning of period | 487.1 | 135.5 | 2,982.4 |
Cash and cash equivalents at end of period | $ 471.9 | $ 487.1 | $ 135.5 |
Schedule II - Valuation and 148
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accrued rebates - Medicaid and HMOs | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 1,431.3 | $ 982.4 | $ 882.1 |
Provision charged to income | 3,069.8 | 2,702.4 | 2,128 |
Additions through acquisitions | 0 | 185.8 | 0 |
Utilization / cash payments | (2,888.4) | (2,439.3) | (2,027.7) |
Ending balance | 1,612.7 | 1,431.3 | 982.4 |
Sales returns reserve | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | 118.4 | 128.3 | 131.7 |
Provision charged to income | 105 | 19.5 | 19.4 |
Additions through acquisitions | 0 | 0 | 0 |
Utilization / cash payments | (47.7) | (29.4) | (22.8) |
Ending balance | 175.7 | 118.4 | 128.3 |
Accrued coupons | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | 71.3 | 26.6 | 20.1 |
Provision charged to income | 291.5 | 236.9 | 140.5 |
Additions through acquisitions | 0 | 0 | 0 |
Utilization / cash payments | (310.4) | (192.2) | (134) |
Ending balance | 52.4 | 71.3 | 26.6 |
Deferred tax asset valuation allowance | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | 569.4 | 416.1 | 324.7 |
Provision charged to income | 81.4 | 166.4 | 81.5 |
Additions through acquisitions | 0 | 0 | 98.9 |
Utilization / cash payments | (15.1) | (13.1) | (89) |
Ending balance | $ 635.7 | $ 569.4 | $ 416.1 |
Quarterly Results of Operati149
Quarterly Results of Operations (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 Disclosure [Abstract] | |||||||||||
Total revenues | $ 4,144.9 | $ 3,697.6 | $ 3,745.8 | $ 3,572.3 | $ 3,806.1 | $ 3,452.1 | $ 2,429.1 | $ 1,709.3 | $ 15,160.6 | $ 11,396.6 | $ 6,416.7 |
Cost of product sales | 1,263.5 | 1,001.4 | 1,108.9 | 1,327 | 1,053.6 | 1,736.2 | 778.1 | 248.6 | 4,700.8 | 3,816.5 | 969 |
Income from continuing operations, net of taxes | 3,106 | 551.2 | 241.5 | 354.8 | 475.9 | (368.5) | 86.6 | 409.5 | 4,253.5 | 603.5 | 1,337.5 |
Gain/(loss) from discontinued operations, net of taxes | (0.6) | (0.4) | (1.2) | 20.2 | (18.6) | (18.3) | (248.7) | 9.5 | 18 | (276.1) | (34.1) |
Net income | $ 3,105.4 | $ 550.8 | $ 240.3 | $ 375 | $ 457.3 | $ (386.8) | $ (162.1) | $ 419 | $ 4,271.5 | $ 327.4 | $ 1,303.4 |
Earnings per Ordinary Share – basic | |||||||||||
Earnings from continuing operations (in usd per share) | $ 3.42 | $ 0.61 | $ 0.27 | $ 0.39 | $ 0.53 | $ (0.41) | $ 0.12 | $ 0.69 | $ 4.69 | $ 0.78 | $ 2.27 |
Earnings/(loss) from discontinued operations (in usd per share) | 0 | 0 | 0 | 0.02 | (0.02) | (0.02) | (0.36) | 0.02 | 0.02 | (0.35) | (0.06) |
Earnings per Ordinary Share - basic (in usd per share) | 3.42 | 0.61 | 0.27 | 0.41 | 0.51 | (0.43) | (0.24) | 0.71 | 4.71 | 0.43 | 2.21 |
Earnings per Ordinary Share – diluted | |||||||||||
Earnings from continuing operations (in usd per share) | 3.41 | 0.60 | 0.26 | 0.39 | 0.52 | (0.41) | 0.12 | 0.69 | 4.66 | 0.77 | 2.26 |
Earnings/(loss) from discontinued operations (in usd per share) | 0 | 0 | 0 | 0.02 | (0.02) | (0.02) | (0.36) | 0.02 | 0.02 | (0.35) | (0.06) |
Earnings per Ordinary Share - diluted (in usd per share) | $ 3.41 | $ 0.60 | $ 0.26 | $ 0.41 | $ 0.50 | $ (0.43) | $ (0.24) | $ 0.71 | $ 4.68 | $ 0.42 | $ 2.20 |