(Mark one)
|
||
x
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
or
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
22-2711928
(I.R.S. Employer Identification No.)
|
86 Morris Avenue
Summit, New Jersey
(Address of principal executive offices)
|
|
07901
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $.01 per share
|
|
NASDAQ Global Select Market
|
Contingent Value Rights
|
|
NASDAQ Global Market
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
Part II, Item 5.(d)
|
Equity Compensation Plan Information.
|
Part III, Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Part III, Item 11.
|
Executive Compensation.
|
Part III, Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Part III, Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Part III, Item 14.
|
Principal Accountant Fees and Services.
|
Item No.
|
|
Page
|
|
Disease
|
Geographic Approvals
|
Psoriatic arthritis
|
|
Adult patients with active psoriatic arthritis
|
- United States
- Japan (December 2016)
|
Adult patients with active psoriatic arthritis who have had an inadequate response or who have been intolerant to a prior DMARD therapy
|
- European Union
|
Psoriasis
|
|
Patients with moderate to severe plaque psoriasis who are candidates for phototherapy or systemic therapy
|
- United States
- Other international markets
|
Adult patients with moderate to severe chronic plaque psoriasis who failed to respond to or who have a contraindication to, or are intolerant to other systemic therapy including cyclosporine, methotrexate or psoralen and ultraviolet-A light
|
- European Union
|
Adult patients with plaque psoriasis with inadequate response to topical therapies
|
- Japan (December 2016)
|
Disease
|
Geographic Approvals
|
Breast Cancer
|
|
Metastatic breast cancer, after failure of combination chemotherapy for metastatic disease or relapse within six months of adjuvant chemotherapy. Prior therapy should have included an anthracycline unless clinically contraindicated.
|
- United States
- Other international markets
|
Metastatic breast cancer in adult patients who have failed first-line treatment for metastatic disease for whom standard, anthracycline containing therapy is not indicated
|
- European Union
|
Breast cancer
|
- Japan
|
Non-Small Cell Lung Cancer (NSCLC)
|
|
Locally advanced or metastatic NSCLC, as first-line treatment in combination with carboplatin, in patients who are not candidates for curative surgery or radiation therapy
|
- United States
- European Union
- Other international markets
|
NSCLC
|
- Japan
|
Pancreatic Cancer
|
|
Metastatic adenocarcinoma of the pancreas, a form of pancreatic cancer, as first line treatment in combination with gemcitabine
|
- United States
- European Union
- Other international markets
|
Unresectable pancreatic cancer
|
- Japan
|
Gastric Cancer
|
- Japan
|
Disease
|
Geographic Approvals
|
Multiple myeloma
|
|
Newly diagnosed multiple myeloma, in combination with dexamethasone
|
- United States
|
Thalomid in combination with dexamethasone is indicated for induction therapy prior to high dose chemotherapy with autologous stem cell rescue, for the treatment of patients with untreated multiple myeloma
|
- Other international markets
|
Multiple myeloma after failure of standard therapies (relapsed or refractory)
|
- Other international markets
|
Thalidomide Celgene
®
in combination with melphalan and prednisone as a first line treatment for patients with untreated multiple myeloma who are aged sixty-five years of age or older or ineligible for high dose chemotherapy
|
- European Union
- Other international markets |
Erythema nodosum leprosum
|
|
Cutaneous manifestations of moderate to severe erythema nodosum leprosum (ENL), an inflammatory complication of leprosy
|
- United States
- Other international markets |
Maintenance therapy for prevention and suppression of the cutaneous manifestation of ENL recurrence
|
- United States
- Other international markets |
Area of Research
|
|
Status
|
|
Entered Current Status
|
||
Multiple Myeloma (MM)
|
|
|
|
|
||
REVLIMID
®
|
|
Relapsed/refractory
|
|
Post-approval research
|
|
2006
|
|
|
Newly diagnosed transplant ineligible
|
|
Post-approval research
|
|
2015
|
|
|
NDMM post-ASCT maintenance
|
|
Regulatory submission
1
|
|
Q3 2016
|
POMALYST
®
/IMNOVID
®
|
|
Relapsed/refractory
|
|
Post-approval research
|
|
2013
|
THALOMID
®
/Thalidomide Celgene
®
|
|
Newly diagnosed
|
|
Post-approval research
|
|
2006
|
PD-L1 Inhibitor: durvalumab
2
|
|
MM
|
|
Phase I
|
|
2015
|
Cereblon Modulator: avadomide (CC-122)
|
|
MM
|
|
Phase I
|
|
2015
|
Area of Research
|
|
Status
|
|
Entered Current Status
|
||
BCMA CAR-T (bb2121)
3
|
|
MM
|
|
Phase I
|
|
Q1 2016
|
Cereblon Modulator: CC-220
|
|
MM
|
|
Phase I
|
|
Q3 2016
|
Marizomib
|
|
MM
|
|
Phase I
|
|
2014
|
citarinostat (ACY-241)
|
|
Relapsed/refractory
|
|
Phase I
|
|
2015
|
|
|
|
|
|
|
|
Myelodysplastic Syndromes (MDS)
|
|
|
|
|
||
VIDAZA
®
|
|
MDS
|
|
Post-approval research
|
|
2004
|
REVLIMID
®
|
|
Deletion 5q
|
|
Post-approval research
|
|
2005
|
CC-486
|
|
Lower-risk
|
|
Phase III
|
|
2013
|
|
|
Post hypomethylating agent (HMA) failure
|
|
Phase II
|
|
2015
|
luspatercept (ACE-536)
4
|
|
MDS
|
|
Phase III
|
|
Q1 2016
|
PD-L1 Inhibitor: durvalumab
2
|
|
MDS
|
|
Phase II
|
|
2015
|
Anti-CD47 Antibody: CC-90002
|
|
MDS
|
|
Phase I
|
|
Q1 2016
|
|
|
|
|
|
||
Acute Myeloid Leukemia (AML)
|
|
|
|
|
||
VIDAZA
®
|
|
AML (20%-30% blasts) (EU)
|
|
Post-approval research
|
|
2008
|
|
|
AML (>30% blasts) (EU)
|
|
Post-approval research
|
|
2015
|
CC-486
|
|
Post-induction AML maintenance
|
|
Phase III
|
|
2013
|
IDH2 Inhibitor: enasidenib (AG-221)
5
|
|
AML
|
|
Regulatory submission
1
|
|
Q4 2016
|
PAN-IDH Inhibitor: AG-881
5
|
|
AML
|
|
Phase I
|
|
2015
|
PD-L1 Inhibitor: durvalumab
2
|
|
AML
|
|
Phase II
|
|
2015
|
Anti-CD47 Antibody: CC-90002
|
|
AML
|
|
Phase I
|
|
Q1 2016
|
Cereblon Modulator: CC-90009
|
|
AML
|
|
Phase I
|
|
Q4 2016
|
|
|
|
|
|
||
Lymphoma
|
|
|
|
|
||
REVLIMID
®
|
|
Mantle cell lymphoma: Relapsed/refractory (US)
|
|
Post-approval research
|
|
2013
|
|
|
Mantle cell lymphoma: Relapsed/refractory (EU)
|
|
Post-approval research
|
|
Q3 2016
|
|
|
Diffuse large B-cell (ABC-subtype): First line
|
|
Phase III
|
|
2015
|
|
|
Indolent lymphoma: Relapsed/refractory
|
|
Phase III
|
|
2013
|
|
|
Follicular lymphoma: First-line
|
|
Phase III
|
|
2011
|
|
|
Adult T-cell leukemia-lymphoma (Japan)
|
|
Regulatory submission
1
|
|
Q2 2016
|
ISTODAX
®
|
|
Cutaneous T-cell lymphoma (US)
6
|
|
Post-approval research
|
|
2009
|
|
|
Peripheral T-cell lymphoma: Relapsed/refractory (US)
6
|
|
Post-approval research
|
|
2011
|
|
|
Peripheral T-cell lymphoma: Relapsed/refractory (Japan)
|
|
Regulatory submission
1
|
|
Q3 2016
|
|
|
Peripheral T-cell lymphoma: First-line
|
|
Phase III
|
|
2013
|
Cereblon Modulator: avadomide (CC-122)
|
|
Diffuse large B-cell lymphoma
|
|
Phase Ib
|
|
2014
|
|
|
Indolent lymphoma: Relapsed/refractory
|
|
Phase I
|
|
2014
|
Area of Research
|
|
Status
|
|
Entered Current Status
|
||
Cereblon Modulator: CC-220
|
|
Systemic lupus erythematosus (SLE)
|
|
Phase II
|
|
2014
|
CC-90001
|
|
Fibrosis
|
|
Phase I
|
|
2014
|
ABX-1431
9
|
|
Functional dyspepsia
|
|
Phase I
|
|
Q4 2016
|
CC-90006
|
|
Autoimmune disorders
|
|
Phase I
|
|
Q4 2016
|
|
|
|
|
|
|
|
Cellular Therapies
|
|
|
|
|
||
PDA-002
|
|
Diabetic foot ulcers
|
|
Phase II
|
|
2013
|
|
|
Peripheral artery disease
|
|
Phase II
|
|
2015
|
PNK-007
|
|
AML
|
|
Phase I
|
|
Q2 2016
|
|
|
MM
|
|
Phase I
|
|
Q3 2016
|
|
|
U.S.
1
|
|
Europe
|
REVLIMID
®
brand drug
|
|
2027
2
|
|
2024
3
|
(U.S. and European use patents)
|
|
|
|
|
THALOMID
®
brand drug
|
|
2023
|
|
2019
|
(U.S. formulation/ European use patents)
|
|
|
|
|
VIDAZA
®
brand drug
|
|
2011
4
|
|
2019
|
(U.S. use patent and EMA regulatory exclusivities only)
|
|
|
|
|
ABRAXANE
®
brand drug
|
|
2026
|
|
2022
5
|
(U.S. use patent and European use/formulation patents)
|
|
|
|
|
POMALYST®/IMNOVID® brand drug
|
|
2024
6
|
|
2023
7
|
(U.S. drug substance/use patent)
|
|
|
|
|
OTEZLA
®
brand drug
|
|
2024
8
|
|
2028
3
|
(U.S./European drug substance patent)
|
|
|
|
|
1
|
The patents covering these drugs include patents listed in the U.S. Orange Book. The date provided reflects the last-to-expire key patent as listed in the U.S. Orange Book, which may not be the last date on which all relevant patents (
e.g.
, polymorph and manufacturing patents) expire.
|
2
|
In December 2015, we announced the settlement of litigations with Natco Pharma Ltd. and its partners and affiliates, relating to certain patents for REVLIMID
®
. As part of the settlement, we agreed to provide Natco with a volume-limited license to sell generic lenalidomide in the U.S. commencing in March 2022, which is expected to be a mid-single-digit percentage of the total lenalidomide capsules dispensed in the U.S. during the first year and is expected to increase gradually each twelve months until March 2025, and is not expected to exceed one-third of the total lenalidomide capsules dispensed in the U.S. in the final year of the volume-limited license. Natco’s ability to market generic lenalidomide in the U.S. will be contingent on its obtaining approval of an Abbreviated New Drug Application.
|
3
|
Subject of ongoing EPO opposition proceedings. See Note 18 of Notes to Consolidated Financial Statements contained in this Annual Report on Form 10-K for more information.
|
4
|
We contracted with Sandoz to sell azacitidine for injection, which they launched after the introduction of a generic version of VIDAZA
®
in the United States by a competitor in September 2013.
|
5
|
Subject of ongoing supplementary protection certificate (SPC) appeal proceedings in the UK and the Court of Justice for the European Union that may result in patent extension until 2022. See Note 18 of Notes to Consolidated Financial Statements contained in this Annual Report on Form 10-K for more information.
|
6
|
Application for Patent Term Extension pending, receipt of which would extend exclusivity through 2025.
|
7
|
Based on ten years regulatory exclusivity. Subject of ongoing EPO opposition proceedings. See Note 18 of Notes to Consolidated Financial Statements contained in this Annual Report on Form 10-K for more information.
|
8
|
Application for Patent Term Extension pending, receipt of which would extend exclusivity through 2028.
|
•
|
strategy;
|
•
|
new product discovery and development;
|
•
|
current or pending clinical trials;
|
•
|
our products' ability to demonstrate efficacy or an acceptable safety profile;
|
•
|
actions by the FDA and other regulatory authorities;
|
•
|
product manufacturing, including our arrangements with third-party suppliers;
|
•
|
product introduction and sales;
|
•
|
royalties and contract revenues;
|
•
|
expenses and net income;
|
•
|
credit and foreign exchange risk management;
|
•
|
liquidity;
|
•
|
asset and liability risk management;
|
•
|
the outcome of litigation and other proceedings;
|
•
|
intellectual property rights and protections;
|
•
|
economic factors;
|
•
|
competition; and
|
•
|
operational and legal risks.
|
•
|
In general, preclinical tests and clinical trials can take many years and require the expenditure of substantial resources, and the data obtained from these tests and trials may not lead to regulatory approval;
|
•
|
Delays or rejections may be encountered during any stage of the regulatory process if the clinical or other data fails to demonstrate compliance with a regulatory agency’s requirements for safety, efficacy and quality;
|
•
|
Requirements for approval may become more stringent due to changes in regulatory agency policy or the adoption of new regulations or legislation;
|
•
|
Even if a product is approved, the scope of the approval may significantly limit the indicated uses or the patient population for which the product may be marketed and may impose significant limitations in the nature of warnings, precautions and contra-indications that could materially affect the sales and profitability of the product;
|
•
|
After a product is approved, the FDA or similar bodies in other countries may withdraw or modify an approval in a significant manner or request that we perform additional clinical trials or change the labeling of the product due to a number of reasons, including safety concerns, adverse events and side effects;
|
•
|
Products, such as REVLIMID
®
and POMALYST
®
/IMNOVID
®
, that receive accelerated approval can be subject to an expedited withdrawal if post-marketing restrictions are not adhered to or are shown to be inadequate to assure safe use, or if the drug is shown to be unsafe or ineffective under its conditions of use;
|
•
|
Guidelines and recommendations published by various governmental and non-governmental organizations can reduce the use of our approved products;
|
•
|
Approved products, as well as their manufacturers, are subject to continuing and ongoing review by regulatory agencies, and the discovery of previously unknown problems with these products or the failure to comply with manufacturing or quality control requirements may result in restrictions on the manufacture, sale or use of a product or its withdrawal from the market; and
|
•
|
Changes in regulatory agency policy or the adoption of new regulations or legislation could impose restrictions on the sale or marketing of our approved products.
|
•
|
protection of the environment, privacy, healthcare reimbursement programs, and competition;
|
•
|
parallel importation of prescription drugs from outside the United States at prices that are regulated by the governments of various foreign countries; and
|
•
|
mandated disclosures of clinical trial or other data, such as the EMA’s policy on publication of clinical data.
|
•
|
Hematology and Oncology: AbbVie, Amgen, AstraZeneca, Bristol-Myers-Squibb, Eisai, Gilead, Johnson & Johnson, Merck, Novartis, Roche/Genentech, Sanofi and Takeda; and
|
•
|
Inflammation and Immunology: AbbVie, Amgen, Biogen, Eisai, Eli Lilly, Johnson & Johnson, Merck, Novartis, Pfizer and UCB S.A.
|
•
|
significant damage awards, fines, penalties or other payments, and administrative remedies, such as exclusion and/or debarment from government programs, or other rulings that preclude us from operating our business in a certain manner;
|
•
|
changes and additional costs to our business operations to avoid risks associated with such litigation or investigations;
|
•
|
product recalls;
|
•
|
reputational damage and decreased demand for our products; and
|
•
|
expenditure of significant time and resources that would otherwise be available for operating our business.
|
•
|
the failure of the product candidate in preclinical or clinical studies;
|
•
|
adverse patient reactions to the product candidate or indications of other safety concerns;
|
•
|
insufficient clinical trial data to support the effectiveness or superiority of the product candidate;
|
•
|
our inability to manufacture sufficient quantities of the product candidate for development or commercialization activities in a timely and cost-efficient manner;
|
•
|
our failure to obtain, or delays in obtaining, the required regulatory approvals for the product candidate, the facilities or the process used to manufacture the product candidate;
|
•
|
changes in the regulatory environment, including pricing and reimbursement, that make development of a new product or of an existing product for a new indication no longer attractive;
|
•
|
the failure to obtain or maintain satisfactory drug reimbursement rates by governmental or third-party payers; and
|
•
|
the development of a competitive product or therapy.
|
•
|
increased management, travel, infrastructure and legal compliance costs;
|
•
|
longer payment and reimbursement cycles;
|
•
|
difficulties in enforcing contracts and collecting accounts receivable;
|
•
|
local marketing and promotional challenges;
|
•
|
lack of consistency, and unexpected changes, in foreign regulatory requirements and practices;
|
•
|
increased risk of governmental and regulatory scrutiny and investigations;
|
•
|
increased exposure to fluctuations in currency exchange rates;
|
•
|
the burdens of complying with a wide variety of foreign laws and legal standards;
|
•
|
operating in locations with a higher incidence of corruption and fraudulent business practices;
|
•
|
difficulties in staffing and managing foreign sales and development operations;
|
•
|
import and export requirements, tariffs, taxes and other trade barriers;
|
•
|
weak or no protection of intellectual property rights;
|
•
|
possible enactment of laws regarding the management of and access to data and public networks and websites;
|
•
|
possible future limitations on foreign-owned businesses;
|
•
|
increased financial accounting and reporting burdens and complexities; and
|
•
|
other factors beyond our control, including political, social and economic instability, popular uprisings, war, terrorist attacks and security concerns in general.
|
•
|
demands on management related to the increase in our size after an acquisition;
|
•
|
the diversion of management’s attention from daily operations to the integration of acquired businesses and personnel;
|
•
|
higher than anticipated integration costs;
|
•
|
failure to achieve expected synergies and costs savings;
|
•
|
difficulties in the assimilation and retention of employees;
|
•
|
difficulties in the assimilation of different cultures and practices, as well as in the assimilation of broad and geographically dispersed personnel and operations; and
|
•
|
difficulties in the integration of departments, systems, including accounting systems, technologies, books and records and procedures, as well as in maintaining uniform standards and controls, including internal control over financial reporting, and related procedures and policies.
|
•
|
results of our clinical trials or adverse events associated with our marketed products;
|
•
|
fluctuations in our commercial and operating results;
|
•
|
announcements of technical or product developments by us or our competitors;
|
•
|
market conditions for pharmaceutical and biotechnology stocks in particular;
|
•
|
changes or anticipated changes in laws and governmental regulations, including changes in tax, healthcare, environmental, competition and patent laws;
|
•
|
new accounting pronouncements or regulatory rulings;
|
•
|
public announcements regarding medical advances in the treatment of the disease states that we are targeting;
|
•
|
patent or proprietary rights developments;
|
•
|
changes in pricing and third-party reimbursement policies for our products;
|
•
|
the outcome of litigation involving our products, processes or intellectual property;
|
•
|
the existence and outcome of governmental investigations and proceedings;
|
•
|
regulatory actions that may impact our products or potential products;
|
•
|
disruptions in our manufacturing processes or supply chain;
|
•
|
failure of our collaboration partners to successfully develop potential drug candidates;
|
•
|
competition; and
|
•
|
investor reaction to announcements regarding business or product acquisitions.
|
•
|
restructuring or refinancing our debt;
|
•
|
seeking additional debt or equity capital;
|
•
|
reducing or delaying our business activities, acquisitions, investments or capital expenditures, including research and development expenditures; or
|
•
|
selling assets, businesses, products or other potential revenue streams.
|
•
|
an active public market for the CVRs may not continue to exist or the CVRs may trade at low volumes, both of which could have an adverse effect on the market price of the CVRs;
|
•
|
if the net sales targets specified in the CVR Agreement are not achieved within the time periods specified, no payment will be made and the CVRs will expire valueless;
|
•
|
since the U.S. federal income tax treatment of the CVRs is unclear, any part of a CVR payment could be treated as ordinary income and the tax thereon may be required to be paid prior to the receipt of the CVR payment;
|
•
|
any payments in respect of the CVRs are subordinated to the right of payment of certain of our other indebtedness;
|
•
|
we may under certain circumstances redeem the CVRs; and
|
•
|
upon expiration of our obligations under the CVR Agreement to continue to commercialize ABRAXANE
®
or any of the other Abraxis pipeline products, we may discontinue such efforts, which would have an adverse effect on the value of the CVRs.
|
Location
|
|
Primary Usage
|
|
Approximate
Square Feet
|
|
Summit, New Jersey (two locations)
|
|
Administration, marketing, research
|
|
1,880,000
|
|
Boudry, Switzerland
|
|
Manufacturing, administration and warehousing
|
|
269,000
|
|
Phoenix, Arizona
|
|
Manufacturing and warehousing
|
|
254,000
|
|
Zofingen, Switzerland
|
|
Manufacturing
|
|
8,100
|
|
Location
|
|
Primary Usage
|
|
Approximate
Square Feet
|
|
San Diego, California
|
|
Research
|
|
268,300
|
|
Berkeley Heights, New Jersey
|
|
Office space
|
|
81,900
|
|
Cambridge, Massachusetts
|
|
Office space
|
|
83,000
|
|
Warren, New Jersey
|
|
Office space and research
|
|
73,500
|
|
San Francisco, California
|
|
Office space and research
|
|
55,800
|
|
Overland Park, Kansas
|
|
Office space
|
|
29,600
|
|
Seattle, Washington
|
|
Research
|
|
23,400
|
|
Los Angeles, California
|
|
Office space
|
|
9,800
|
|
Washington, D.C.
|
|
Office space
|
|
3,500
|
|
Dallas, Texas
|
|
Office space
|
|
3,000
|
|
|
|
High
|
|
Low
|
||||
2016:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
127.00
|
|
|
$
|
96.93
|
|
Third Quarter
|
|
117.90
|
|
|
98.25
|
|
||
Second Quarter
|
|
111.90
|
|
|
94.42
|
|
||
First Quarter
|
|
119.59
|
|
|
93.05
|
|
||
2015:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
128.39
|
|
|
$
|
105.67
|
|
Third Quarter
|
|
140.72
|
|
|
92.98
|
|
||
Second Quarter
|
|
121.47
|
|
|
106.45
|
|
||
First Quarter
|
|
129.06
|
|
|
109.46
|
|
|
|
Cumulative Total Return
|
||||||||||||||||||||||
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
||||||||||||
Celgene Corporation
|
|
$
|
100.00
|
|
|
$
|
116.08
|
|
|
$
|
249.95
|
|
|
$
|
330.95
|
|
|
$
|
354.32
|
|
|
$
|
342.46
|
|
S&P 500
|
|
100.00
|
|
|
115.88
|
|
|
153.01
|
|
|
173.69
|
|
|
176.07
|
|
|
196.78
|
|
||||||
NASDAQ Composite
|
|
100.00
|
|
|
117.70
|
|
|
164.65
|
|
|
188.87
|
|
|
202.25
|
|
|
220.13
|
|
||||||
NASDAQ Biotechnology
|
|
100.00
|
|
|
132.72
|
|
|
220.22
|
|
|
295.88
|
|
|
330.71
|
|
|
260.12
|
|
Period
|
|
Total Number of
Shares Purchased
|
|
Average Price Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Dollar
Value of Shares That
May Yet Be Purchased
Under the Plans or
Programs
|
||||||
October 1 - October 31
|
|
1,351,779
|
|
|
$
|
98.79
|
|
|
1,351,779
|
|
|
$
|
4,731,308,099
|
|
November 1 - November 30
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
4,731,308,099
|
|
December 1 - December 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
4,731,308,099
|
|
|
|
1,351,779
|
|
|
$
|
98.79
|
|
|
1,351,779
|
|
|
|
|
|
Years ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Consolidated Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
11,229.2
|
|
|
$
|
9,256.0
|
|
|
$
|
7,670.4
|
|
|
$
|
6,493.9
|
|
|
$
|
5,506.7
|
|
Costs and operating expenses
|
|
8,062.6
|
|
|
7,001.4
|
|
|
5,151.4
|
|
|
4,685.0
|
|
|
3,760.3
|
|
|||||
Operating income
|
|
3,166.6
|
|
|
2,254.6
|
|
|
2,519.0
|
|
|
1,808.9
|
|
|
1,746.4
|
|
|||||
Interest and investment income, net
|
|
30.3
|
|
|
31.1
|
|
|
28.2
|
|
|
22.0
|
|
|
15.3
|
|
|||||
Interest (expense)
|
|
(500.1
|
)
|
|
(310.6
|
)
|
|
(176.1
|
)
|
|
(91.6
|
)
|
|
(63.2
|
)
|
|||||
Other income (expense), net
|
|
(324.3
|
)
|
|
48.4
|
|
|
(43.7
|
)
|
|
(73.9
|
)
|
|
(17.0
|
)
|
|||||
Income before income taxes
|
|
2,372.5
|
|
|
2,023.5
|
|
|
2,327.4
|
|
|
1,665.4
|
|
|
1,681.5
|
|
|||||
Income tax provision
|
|
373.3
|
|
|
421.5
|
|
|
327.5
|
|
|
215.5
|
|
|
225.3
|
|
|||||
Net income
|
|
$
|
1,999.2
|
|
|
$
|
1,602.0
|
|
|
$
|
1,999.9
|
|
|
$
|
1,449.9
|
|
|
$
|
1,456.2
|
|
Net income per share:
1
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
2.57
|
|
|
$
|
2.02
|
|
|
$
|
2.49
|
|
|
$
|
1.75
|
|
|
$
|
1.69
|
|
Diluted
|
|
$
|
2.49
|
|
|
$
|
1.94
|
|
|
$
|
2.39
|
|
|
$
|
1.68
|
|
|
$
|
1.65
|
|
Weighted average shares:
1
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
777.2
|
|
|
792.2
|
|
|
802.7
|
|
|
827.7
|
|
|
861.9
|
|
|||||
Diluted
|
|
803.3
|
|
|
824.9
|
|
|
836.0
|
|
|
860.6
|
|
|
881.6
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
|
$
|
7,969.7
|
|
|
$
|
6,551.9
|
|
|
$
|
7,546.7
|
|
|
$
|
5,687.0
|
|
|
$
|
3,900.3
|
|
Total assets
2
|
|
28,085.6
|
|
|
26,964.4
|
|
|
17,291.2
|
|
|
13,343.5
|
|
|
11,712.4
|
|
|||||
Short-term borrowings and current portion of long-term debt
|
|
500.7
|
|
|
—
|
|
|
605.9
|
|
|
544.8
|
|
|
308.5
|
|
|||||
Long-term debt, net of discount
2
|
|
13,788.5
|
|
|
14,161.4
|
|
|
6,216.8
|
|
|
4,161.8
|
|
|
2,749.4
|
|
|||||
Retained earnings
|
|
10,073.6
|
|
|
8,074.4
|
|
|
6,472.4
|
|
|
4,472.5
|
|
|
3,022.6
|
|
|||||
Total stockholders' equity
|
|
6,599.3
|
|
|
5,919.0
|
|
|
6,524.8
|
|
|
5,589.9
|
|
|
5,694.5
|
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
|
Years Ended December 31,
|
2016
versus
2015
|
|
2015
versus
2014
|
|||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Total revenue
|
|
$
|
11,229.2
|
|
|
$
|
9,256.0
|
|
|
$
|
7,670.4
|
|
|
21.3
|
%
|
|
20.7
|
%
|
Net income
|
|
$
|
1,999.2
|
|
|
$
|
1,602.0
|
|
|
$
|
1,999.9
|
|
|
24.8
|
%
|
|
(19.9
|
)%
|
Diluted earnings per share
|
|
$
|
2.49
|
|
|
$
|
1.94
|
|
|
$
|
2.39
|
|
|
28.4
|
%
|
|
(18.8
|
)%
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
versus
2015
|
|
2015
versus
2014
|
||||||||
Net product sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||
REVLIMID
®
|
|
$
|
6,973.6
|
|
|
$
|
5,801.1
|
|
|
$
|
4,980.0
|
|
|
20.2
|
%
|
|
16.5
|
%
|
POMALYST
®
/IMNOVID
®
|
|
1,310.7
|
|
|
983.3
|
|
|
679.7
|
|
|
33.3
|
%
|
|
44.7
|
%
|
|||
OTEZLA
®
|
|
1,017.2
|
|
|
471.7
|
|
|
69.8
|
|
|
115.6
|
%
|
|
N/M
|
|
|||
ABRAXANE
®
|
|
973.4
|
|
|
967.5
|
|
|
848.2
|
|
|
0.6
|
%
|
|
14.1
|
%
|
|||
VIDAZA
®
|
|
608.0
|
|
|
590.7
|
|
|
611.9
|
|
|
2.9
|
%
|
|
(3.5
|
)%
|
|||
azacitidine for injection
|
|
66.0
|
|
|
83.9
|
|
|
78.2
|
|
|
(21.3
|
)%
|
|
7.3
|
%
|
|||
THALOMID
®
|
|
152.1
|
|
|
185.4
|
|
|
221.2
|
|
|
(18.0
|
)%
|
|
(16.2
|
)%
|
|||
ISTODAX
®
|
|
79.3
|
|
|
69.1
|
|
|
65.6
|
|
|
14.8
|
%
|
|
5.3
|
%
|
|||
Other
|
|
4.3
|
|
|
8.4
|
|
|
9.2
|
|
|
(48.8
|
)%
|
|
(8.7
|
)%
|
|||
Total net product sales
|
|
$
|
11,184.6
|
|
|
$
|
9,161.1
|
|
|
$
|
7,563.8
|
|
|
22.1
|
%
|
|
21.1
|
%
|
Other revenue
|
|
44.6
|
|
|
94.9
|
|
|
106.6
|
|
|
(53.0
|
)%
|
|
(11.0
|
)%
|
|||
Total revenue
|
|
$
|
11,229.2
|
|
|
$
|
9,256.0
|
|
|
$
|
7,670.4
|
|
|
21.3
|
%
|
|
20.7
|
%
|
|
|
Sales Returns
|
|
Discounts
|
|
Government
Rebates
|
|
Chargebacks
and Distributor
Service Fees
|
|
Total
|
||||||||||
Balance at December 31, 2013
|
|
$
|
15.5
|
|
|
$
|
12.1
|
|
|
$
|
134.1
|
|
|
$
|
83.2
|
|
|
$
|
244.9
|
|
Allowances for sales during prior periods
|
|
(5.4
|
)
|
|
—
|
|
|
(7.1
|
)
|
|
(8.4
|
)
|
|
(20.9
|
)
|
|||||
Allowances for sales during 2014
|
|
7.9
|
|
|
87.9
|
|
|
293.1
|
|
|
382.9
|
|
|
771.8
|
|
|||||
Credits/deductions issued for prior year sales
|
|
(4.1
|
)
|
|
(8.8
|
)
|
|
(78.8
|
)
|
|
(43.3
|
)
|
|
(135.0
|
)
|
|||||
Credits/deductions issued for sales during 2014
|
|
(3.7
|
)
|
|
(79.7
|
)
|
|
(202.8
|
)
|
|
(320.0
|
)
|
|
(606.2
|
)
|
|||||
Balance at December 31, 2014
|
|
$
|
10.2
|
|
|
$
|
11.5
|
|
|
$
|
138.5
|
|
|
$
|
94.4
|
|
|
$
|
254.6
|
|
Allowances for sales during prior periods
|
|
1.0
|
|
|
—
|
|
|
(5.1
|
)
|
|
(3.0
|
)
|
|
(7.1
|
)
|
|||||
Allowances for sales during 2015
|
|
15.3
|
|
|
111.7
|
|
|
423.5
|
|
|
541.6
|
|
|
1,092.1
|
|
|||||
Credits/deductions issued for prior year sales
|
|
(3.9
|
)
|
|
(8.2
|
)
|
|
(77.7
|
)
|
|
(50.6
|
)
|
|
(140.4
|
)
|
|||||
Credits/deductions issued for sales during 2015
|
|
(5.2
|
)
|
|
(102.8
|
)
|
|
(254.1
|
)
|
|
(440.7
|
)
|
|
(802.8
|
)
|
|||||
Balance at December 31, 2015
|
|
$
|
17.4
|
|
|
$
|
12.2
|
|
|
$
|
225.1
|
|
|
$
|
141.7
|
|
|
$
|
396.4
|
|
Allowances for sales during prior periods
|
|
(6.6
|
)
|
|
—
|
|
|
19.9
|
|
|
(13.4
|
)
|
|
(0.1
|
)
|
|||||
Allowances for sales during 2016
|
|
17.3
|
|
|
153.5
|
|
|
667.8
|
|
|
763.8
|
|
|
1,602.4
|
|
|||||
Credits/deductions issued for prior year sales
|
|
(6.6
|
)
|
|
(10.4
|
)
|
|
(174.9
|
)
|
|
(56.0
|
)
|
|
(247.9
|
)
|
|||||
Credits/deductions issued for sales during 2016
|
|
(3.8
|
)
|
|
(139.4
|
)
|
|
(366.7
|
)
|
|
(646.3
|
)
|
|
(1,156.2
|
)
|
|||||
Balance at December 31, 2016
|
|
$
|
17.7
|
|
|
$
|
15.9
|
|
|
$
|
371.2
|
|
|
$
|
189.8
|
|
|
$
|
594.6
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Research and development
|
|
$
|
4,470.1
|
|
|
$
|
3,697.3
|
|
|
$
|
2,430.6
|
|
Increase from prior year
|
|
$
|
772.8
|
|
|
$
|
1,266.7
|
|
|
$
|
204.4
|
|
Percent increase from prior year
|
|
20.9
|
%
|
|
52.1
|
%
|
|
9.2
|
%
|
|||
Percent of total revenue
|
|
39.8
|
%
|
|
39.9
|
%
|
|
31.7
|
%
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
versus
2015
|
|
2015
versus
2014
|
||||||||||
Human pharmaceutical clinical programs
|
|
$
|
1,113.1
|
|
|
$
|
1,005.0
|
|
|
$
|
837.0
|
|
|
$
|
108.1
|
|
|
$
|
168.0
|
|
Other pharmaceutical programs
|
|
823.4
|
|
|
755.2
|
|
|
640.9
|
|
|
68.2
|
|
|
114.3
|
|
|||||
Drug discovery and development
|
|
690.4
|
|
|
384.4
|
|
|
291.4
|
|
|
306.0
|
|
|
93.0
|
|
|||||
Cellular therapy
|
|
23.1
|
|
|
23.6
|
|
|
27.0
|
|
|
(0.5
|
)
|
|
(3.4
|
)
|
|||||
Collaboration arrangements
|
|
927.2
|
|
|
1,529.1
|
|
|
505.1
|
|
|
(601.9
|
)
|
|
1,024.0
|
|
|||||
Research and development asset acquisitions
|
|
892.9
|
|
|
—
|
|
|
—
|
|
|
892.9
|
|
|
—
|
|
|||||
IPR&D impairment
|
|
—
|
|
|
—
|
|
|
129.2
|
|
|
—
|
|
|
(129.2
|
)
|
|||||
Total
|
|
$
|
4,470.1
|
|
|
$
|
3,697.3
|
|
|
$
|
2,430.6
|
|
|
$
|
772.8
|
|
|
$
|
1,266.7
|
|
Product
|
|
Disease Indication
|
|
Major
Market
|
|
Regulatory
Agency
|
|
Action
|
enasidenib
|
|
Relapsed or refractory acute myeloid leukemia with isocitrate dehydrogenase-2 (IDH2) mutation
|
|
U.S.
|
|
FDA
|
|
Q4 2016 (submitted)
|
Product
|
|
Disease Indication
|
|
Major
Market
|
|
Regulatory
Agency
|
|
Action
|
REVLIMID
®
|
|
NDMM post-ASCT maintenance
|
|
EU
|
|
CHMP
1
|
|
Positive Opinion
|
OTEZLA
®
|
|
Psoriasis, Psoriatic arthritis
|
|
Japan
|
|
PMDA
2
|
|
Approval
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Selling, general and administrative
|
|
$
|
2,657.7
|
|
|
$
|
2,305.4
|
|
|
$
|
2,027.9
|
|
Increase from prior year
|
|
$
|
352.3
|
|
|
$
|
277.5
|
|
|
$
|
343.4
|
|
Percent increase from prior year
|
|
15.3
|
%
|
|
13.7
|
%
|
|
20.4
|
%
|
|||
Percent of total revenue
|
|
23.7
|
%
|
|
24.9
|
%
|
|
26.4
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Avila
|
|
$
|
139.4
|
|
|
$
|
47.3
|
|
|
$
|
47.3
|
|
Abraxis
|
|
151.6
|
|
|
151.8
|
|
|
155.5
|
|
|||
Gloucester
|
|
91.5
|
|
|
61.5
|
|
|
51.5
|
|
|||
Pharmion
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|||
Quanticel
|
|
72.5
|
|
|
14.4
|
|
|
—
|
|
|||
Total amortization
|
|
$
|
459.0
|
|
|
$
|
279.0
|
|
|
$
|
258.3
|
|
Increase (decrease) from prior year
|
|
$
|
180.0
|
|
|
$
|
20.7
|
|
|
$
|
(4.5
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Acquisition related charges, net
|
|
$
|
21.4
|
|
|
$
|
289.7
|
|
|
$
|
48.7
|
|
Restructuring charges, net
|
|
16.4
|
|
|
9.9
|
|
|
—
|
|
|||
Total
|
|
$
|
37.8
|
|
|
$
|
299.6
|
|
|
$
|
48.7
|
|
Increase (decrease) from prior year
|
|
$
|
(261.8
|
)
|
|
$
|
250.9
|
|
|
$
|
(122.4
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest and investment income, net
|
|
$
|
30.3
|
|
|
$
|
31.1
|
|
|
$
|
28.2
|
|
Increase (decrease) from prior year
|
|
$
|
(0.8
|
)
|
|
$
|
2.9
|
|
|
$
|
6.2
|
|
Percentage increase (decrease) from prior year
|
|
(2.6
|
)%
|
|
10.3
|
%
|
|
28.2
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest expense
|
|
$
|
500.1
|
|
|
$
|
310.6
|
|
|
$
|
176.1
|
|
Increase from prior year
|
|
$
|
189.5
|
|
|
$
|
134.5
|
|
|
$
|
84.5
|
|
Percentage increase from prior year
|
|
61.0
|
%
|
|
76.4
|
%
|
|
92.2
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign exchange gains (losses), including foreign exchange derivative instruments not designated as hedging instruments
|
|
$
|
(2.3
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
(9.5
|
)
|
Fair value adjustments of forward point amounts
|
|
17.1
|
|
|
23.0
|
|
|
(18.0
|
)
|
|||
Celgene puts sold
|
|
7.6
|
|
|
(9.9
|
)
|
|
11.6
|
|
|||
Premium paid on equity investment
|
|
(6.0
|
)
|
|
—
|
|
|
(9.7
|
)
|
|||
Milestones received
|
|
—
|
|
|
12.0
|
|
|
—
|
|
|||
Impairment charges
|
|
(394.3
|
)
|
|
(49.0
|
)
|
|
(4.0
|
)
|
|||
Gain on sale of equity investment in Flexus Bioscienses, Inc.
|
|
7.1
|
|
|
85.9
|
|
|
—
|
|
|||
Gain on sale of LifebankUSA business
|
|
37.5
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
9.0
|
|
|
(1.9
|
)
|
|
(14.1
|
)
|
|||
Total other income (expense), net
|
|
$
|
(324.3
|
)
|
|
$
|
48.4
|
|
|
$
|
(43.7
|
)
|
Increase (decrease) from prior year
|
|
$
|
(372.7
|
)
|
|
$
|
92.1
|
|
|
$
|
30.2
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
1,999.2
|
|
|
$
|
1,602.0
|
|
|
$
|
1,999.9
|
|
Per common share amounts:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.57
|
|
|
$
|
2.02
|
|
|
$
|
2.49
|
|
Diluted
|
|
$
|
2.49
|
|
|
$
|
1.94
|
|
|
$
|
2.39
|
|
Weighted average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
777.2
|
|
|
792.2
|
|
|
802.7
|
|
|||
Diluted
|
|
803.3
|
|
|
824.9
|
|
|
836.0
|
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
versus
2015
|
|
2015
versus
2014
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
6,169.9
|
|
|
$
|
4,880.3
|
|
|
$
|
4,121.6
|
|
|
$
|
1,289.6
|
|
|
$
|
758.7
|
|
Marketable securities available-for-sale
|
|
1,799.8
|
|
|
1,671.6
|
|
|
3,425.1
|
|
|
128.2
|
|
|
(1,753.5
|
)
|
|||||
Total financial assets
|
|
$
|
7,969.7
|
|
|
$
|
6,551.9
|
|
|
$
|
7,546.7
|
|
|
$
|
1,417.8
|
|
|
$
|
(994.8
|
)
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings and current portion of long-term debt
|
|
$
|
500.7
|
|
|
$
|
—
|
|
|
$
|
605.9
|
|
|
$
|
500.7
|
|
|
$
|
(605.9
|
)
|
Long-term debt, net of discount
|
|
13,788.5
|
|
|
14,161.4
|
|
|
6,216.8
|
|
|
(372.9
|
)
|
|
7,944.6
|
|
|||||
Total debt
|
|
$
|
14,289.2
|
|
|
$
|
14,161.4
|
|
|
$
|
6,822.7
|
|
|
$
|
127.8
|
|
|
$
|
7,338.7
|
|
Working capital
1
|
|
$
|
7,963.4
|
|
|
$
|
7,492.6
|
|
|
$
|
7,617.2
|
|
|
$
|
470.8
|
|
|
$
|
(124.6
|
)
|
1
|
Includes cash, cash equivalents and marketable securities available-for-sale, accounts receivable, net of allowances, inventory and other current assets, less short-term borrowings and current portion of long-term debt, accounts payable, accrued expenses and other current liabilities, and income taxes payable.
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
versus
2015
|
|
2015
versus
2014
|
||||||||||
Net cash provided by operating activities
|
|
$
|
3,976.3
|
|
|
$
|
2,483.9
|
|
|
$
|
2,806.3
|
|
|
$
|
1,492.4
|
|
|
$
|
(322.4
|
)
|
Net cash used in investing activities
|
|
$
|
(1,002.2
|
)
|
|
$
|
(6,259.0
|
)
|
|
$
|
(1,438.0
|
)
|
|
$
|
5,256.8
|
|
|
$
|
(4,821.0
|
)
|
Net cash (used in) provided by financing activities
|
|
$
|
(1,645.6
|
)
|
|
$
|
4,584.5
|
|
|
$
|
(417.4
|
)
|
|
$
|
(6,230.1
|
)
|
|
$
|
5,001.9
|
|
|
|
Payment Due By Period
|
||||||||||||||||||
|
|
Less than
1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More than
5 Years
|
|
Total
|
||||||||||
Senior notes
1
|
|
$
|
1,024.7
|
|
|
$
|
2,900.0
|
|
|
$
|
2,884.1
|
|
|
$
|
14,666.7
|
|
|
$
|
21,475.5
|
|
Operating leases
|
|
55.4
|
|
|
74.4
|
|
|
48.4
|
|
|
35.2
|
|
|
213.4
|
|
|||||
Other contract commitments
|
|
172.9
|
|
|
65.3
|
|
|
—
|
|
|
—
|
|
|
238.2
|
|
|||||
Total
|
|
$
|
1,253.0
|
|
|
$
|
3,039.7
|
|
|
$
|
2,932.5
|
|
|
$
|
14,701.9
|
|
|
$
|
21,927.1
|
|
1
|
The senior note obligation amounts include future principal and interest payments for both current and non-current obligations.
|
•
|
projecting regulatory approvals;
|
•
|
estimating future cash flows from product sales resulting from completed products and in-process projects or estimating future cash flows expected to be collected; and
|
•
|
developing appropriate discount rates and probability rates.
|
|
|
Duration
|
||||||||||||||
|
|
Less than 1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
Total
|
||||||||
Principal amount
|
|
$
|
218.5
|
|
|
$
|
314.0
|
|
|
$
|
10.6
|
|
|
$
|
543.1
|
|
Fair value
|
|
$
|
219.1
|
|
|
$
|
314.9
|
|
|
$
|
10.7
|
|
|
$
|
544.7
|
|
Weighted average interest rate
|
|
1.3
|
%
|
|
1.6
|
%
|
|
2.6
|
%
|
|
1.5
|
%
|
|
|
2016
|
|
2015
|
||||
1.900% senior notes due 2017
|
|
$
|
500.7
|
|
|
$
|
—
|
|
|
|
Principal
Amount
|
|
Carrying
Value
|
||||
2.125% senior notes due 2018
|
|
$
|
1,000.0
|
|
|
$
|
997.9
|
|
2.300% senior notes due 2018
|
|
400.0
|
|
|
401.9
|
|
||
2.250% senior notes due 2019
|
|
500.0
|
|
|
509.3
|
|
||
2.875% senior notes due 2020
|
|
1,500.0
|
|
|
1,492.7
|
|
||
3.950% senior notes due 2020
|
|
500.0
|
|
|
518.5
|
|
||
3.250% senior notes due 2022
|
|
1,000.0
|
|
|
1,053.5
|
|
||
3.550% senior notes due 2022
|
|
1,000.0
|
|
|
993.5
|
|
||
4.000% senior notes due 2023
|
|
700.0
|
|
|
743.5
|
|
||
3.625% senior notes due 2024
|
|
1,000.0
|
|
|
1,001.0
|
|
||
3.875% senior notes due 2025
|
|
2,500.0
|
|
|
2,475.3
|
|
||
5.700% senior notes due 2040
|
|
250.0
|
|
|
247.2
|
|
||
5.250% senior notes due 2043
|
|
400.0
|
|
|
392.9
|
|
||
4.625% senior notes due 2044
|
|
1,000.0
|
|
|
986.9
|
|
||
5.000% senior notes due 2045
|
|
2,000.0
|
|
|
1,974.4
|
|
||
Total long-term debt
|
|
$
|
13,750.0
|
|
|
$
|
13,788.5
|
|
|
Notional Amount
1
|
||||||
|
2016
|
|
2015
|
||||
Foreign currency option contracts designated as hedging activity:
|
|
|
|
||||
Purchased Put
|
$
|
1,790.1
|
|
|
$
|
641.5
|
|
Written Call
|
$
|
2,009.4
|
|
|
$
|
690.0
|
|
|
Notional Amount
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
Forward starting interest rate swap contracts:
|
|
|
|
||||
Forward starting swaps with effective dates in 2017
|
$
|
500.0
|
|
|
$
|
200.0
|
|
Forward starting swaps with effective dates in 2018
|
$
|
500.0
|
|
|
$
|
—
|
|
|
Page
|
Consolidated Financial Statements
|
|
Financial Statement Schedule
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,169.9
|
|
|
$
|
4,880.3
|
|
Marketable securities available-for-sale
|
1,799.8
|
|
|
1,671.6
|
|
||
Accounts receivable, net of allowances of $30.9 and $30.3 at December 31, 2016 and 2015, respectively
|
1,620.6
|
|
|
1,420.9
|
|
||
Inventory
|
497.9
|
|
|
443.4
|
|
||
Other current assets
|
779.3
|
|
|
984.7
|
|
||
Total current assets
|
10,867.5
|
|
|
9,400.9
|
|
||
Property, plant and equipment, net
|
929.8
|
|
|
814.1
|
|
||
Intangible assets, net
|
10,391.8
|
|
|
10,858.1
|
|
||
Goodwill
|
4,865.8
|
|
|
4,879.0
|
|
||
Other assets
|
1,030.7
|
|
|
1,012.3
|
|
||
Total assets
|
$
|
28,085.6
|
|
|
$
|
26,964.4
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings and current portion of long-term debt
|
$
|
500.7
|
|
|
$
|
—
|
|
Accounts payable
|
247.1
|
|
|
240.8
|
|
||
Accrued expenses and other current liabilities
|
2,115.0
|
|
|
1,647.7
|
|
||
Income taxes payable
|
41.3
|
|
|
19.8
|
|
||
Current portion of deferred revenue
|
55.1
|
|
|
60.6
|
|
||
Total current liabilities
|
2,959.2
|
|
|
1,968.9
|
|
||
Deferred revenue, net of current portion
|
27.9
|
|
|
30.0
|
|
||
Income taxes payable
|
420.3
|
|
|
324.2
|
|
||
Other non-current tax liabilities
|
2,519.2
|
|
|
2,519.2
|
|
||
Other non-current liabilities
|
1,771.2
|
|
|
2,041.7
|
|
||
Long-term debt, net of discount
|
13,788.5
|
|
|
14,161.4
|
|
||
Total liabilities
|
21,486.3
|
|
|
21,045.4
|
|
||
Commitments and Contingencies (Note 18)
|
|
|
|
||||
Stockholders' Equity:
|
|
|
|
||||
Preferred stock, $.01 par value per share, 5.0 million shares authorized; none outstanding at December 31, 2016 and 2015, respectively
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value per share, 1,150.0 million shares authorized; issued 954.1 million and 940.1 million shares at December 31, 2016 and 2015, respectively
|
9.5
|
|
|
9.4
|
|
||
Common stock in treasury, at cost; 175.5 million and 153.5 million shares at December 31, 2016 and 2015, respectively
|
(16,281.1
|
)
|
|
(14,051.8
|
)
|
||
Additional paid-in capital
|
12,378.2
|
|
|
11,119.3
|
|
||
Retained earnings
|
10,073.6
|
|
|
8,074.4
|
|
||
Accumulated other comprehensive income
|
419.1
|
|
|
767.7
|
|
||
Total stockholders' equity
|
6,599.3
|
|
|
5,919.0
|
|
||
Total liabilities and stockholders' equity
|
$
|
28,085.6
|
|
|
$
|
26,964.4
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Net product sales
|
$
|
11,184.6
|
|
|
$
|
9,161.1
|
|
|
$
|
7,563.8
|
|
Other revenue
|
44.6
|
|
|
94.9
|
|
|
106.6
|
|
|||
Total revenue
|
11,229.2
|
|
|
9,256.0
|
|
|
7,670.4
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of goods sold (excluding amortization of acquired intangible assets)
|
438.0
|
|
|
420.1
|
|
|
385.9
|
|
|||
Research and development
|
4,470.1
|
|
|
3,697.3
|
|
|
2,430.6
|
|
|||
Selling, general and administrative
|
2,657.7
|
|
|
2,305.4
|
|
|
2,027.9
|
|
|||
Amortization of acquired intangible assets
|
459.0
|
|
|
279.0
|
|
|
258.3
|
|
|||
Acquisition related charges and restructuring, net
|
37.8
|
|
|
299.6
|
|
|
48.7
|
|
|||
Total costs and expenses
|
8,062.6
|
|
|
7,001.4
|
|
|
5,151.4
|
|
|||
Operating income
|
3,166.6
|
|
|
2,254.6
|
|
|
2,519.0
|
|
|||
Other income and (expense):
|
|
|
|
|
|
||||||
Interest and investment income, net
|
30.3
|
|
|
31.1
|
|
|
28.2
|
|
|||
Interest (expense)
|
(500.1
|
)
|
|
(310.6
|
)
|
|
(176.1
|
)
|
|||
Other income (expense), net
|
(324.3
|
)
|
|
48.4
|
|
|
(43.7
|
)
|
|||
Income before income taxes
|
2,372.5
|
|
|
2,023.5
|
|
|
2,327.4
|
|
|||
Income tax provision
|
373.3
|
|
|
421.5
|
|
|
327.5
|
|
|||
Net income
|
$
|
1,999.2
|
|
|
$
|
1,602.0
|
|
|
$
|
1,999.9
|
|
|
|
|
|
|
|
||||||
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.57
|
|
|
$
|
2.02
|
|
|
$
|
2.49
|
|
Diluted
|
$
|
2.49
|
|
|
$
|
1.94
|
|
|
$
|
2.39
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
777.2
|
|
|
792.2
|
|
|
802.7
|
|
|||
Diluted
|
803.3
|
|
|
824.9
|
|
|
836.0
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
1,999.2
|
|
|
$
|
1,602.0
|
|
|
$
|
1,999.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
(25.7
|
)
|
|
(26.1
|
)
|
|
(49.8
|
)
|
|||
Pension liability adjustment
|
(24.0
|
)
|
|
1.6
|
|
|
(8.6
|
)
|
|||
|
|
|
|
|
|
||||||
Net unrealized gains related to cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Unrealized holding gains
|
145.3
|
|
|
410.5
|
|
|
568.1
|
|
|||
Tax (expense) benefit
|
(13.8
|
)
|
|
7.2
|
|
|
12.3
|
|
|||
Unrealized holding gains, net of tax
|
131.5
|
|
|
417.7
|
|
|
580.4
|
|
|||
|
|
|
|
|
|
||||||
Reclassification adjustment for (gains) included in net income
|
(300.3
|
)
|
|
(348.7
|
)
|
|
(23.1
|
)
|
|||
Tax (benefit)
|
(2.6
|
)
|
|
(2.2
|
)
|
|
(1.7
|
)
|
|||
Reclassification adjustment for (gains) included in net income, net of tax
|
(302.9
|
)
|
|
(350.9
|
)
|
|
(24.8
|
)
|
|||
|
|
|
|
|
|
||||||
Net unrealized (losses) gains on marketable securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding (losses) gains
|
(562.5
|
)
|
|
(314.4
|
)
|
|
494.0
|
|
|||
Tax benefit (expense)
|
202.9
|
|
|
109.8
|
|
|
(173.9
|
)
|
|||
Unrealized holding (losses) gains, net of tax
|
(359.6
|
)
|
|
(204.6
|
)
|
|
320.1
|
|
|||
|
|
|
|
|
|
||||||
Reclassification adjustment for losses included in net income
|
357.9
|
|
|
23.4
|
|
|
5.4
|
|
|||
Tax (benefit)
|
(125.8
|
)
|
|
(8.2
|
)
|
|
(1.9
|
)
|
|||
Reclassification adjustment for losses included in net income, net of tax
|
232.1
|
|
|
15.2
|
|
|
3.5
|
|
|||
Total other comprehensive (loss) income
|
(348.6
|
)
|
|
(147.1
|
)
|
|
820.8
|
|
|||
Comprehensive income
|
$
|
1,650.6
|
|
|
$
|
1,454.9
|
|
|
$
|
2,820.7
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,999.2
|
|
|
$
|
1,602.0
|
|
|
$
|
1,999.9
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
121.1
|
|
|
114.9
|
|
|
104.3
|
|
|||
Amortization
|
383.6
|
|
|
287.1
|
|
|
265.1
|
|
|||
Deferred income taxes
|
(344.0
|
)
|
|
(33.4
|
)
|
|
(272.3
|
)
|
|||
Impairment charges
|
488.6
|
|
|
48.9
|
|
|
133.2
|
|
|||
Change in value of contingent consideration
|
21.2
|
|
|
(7.9
|
)
|
|
48.7
|
|
|||
(Gain) on sale of business
|
(37.5
|
)
|
|
—
|
|
|
—
|
|
|||
Net (gain) loss on sale of investments
|
(7.0
|
)
|
|
(83.5
|
)
|
|
5.4
|
|
|||
Share-based compensation expense
|
606.2
|
|
|
576.6
|
|
|
447.6
|
|
|||
Share-based employee benefit plan expense
|
40.2
|
|
|
35.1
|
|
|
40.7
|
|
|||
Derivative instruments
|
169.1
|
|
|
(25.4
|
)
|
|
(54.1
|
)
|
|||
Other, net
|
(9.9
|
)
|
|
25.7
|
|
|
(9.3
|
)
|
|||
Change in current assets and liabilities, excluding the effect of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(222.4
|
)
|
|
(304.7
|
)
|
|
(166.3
|
)
|
|||
Inventory
|
(55.3
|
)
|
|
(50.6
|
)
|
|
(56.5
|
)
|
|||
Other operating assets
|
94.2
|
|
|
(326.2
|
)
|
|
52.6
|
|
|||
Accounts payable and other operating liabilities
|
618.9
|
|
|
527.0
|
|
|
234.5
|
|
|||
Payment of contingent consideration
|
(8.7
|
)
|
|
—
|
|
|
(14.3
|
)
|
|||
Income tax payable
|
111.7
|
|
|
61.2
|
|
|
39.1
|
|
|||
Deferred revenue
|
7.1
|
|
|
37.1
|
|
|
8.0
|
|
|||
Net cash provided by operating activities
|
3,976.3
|
|
|
2,483.9
|
|
|
2,806.3
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sales of marketable securities available for sale
|
632.8
|
|
|
3,799.6
|
|
|
2,175.9
|
|
|||
Purchases of marketable securities available for sale
|
(1,280.5
|
)
|
|
(1,889.3
|
)
|
|
(2,661.4
|
)
|
|||
Payments for acquisition of businesses, net of cash acquired
|
—
|
|
|
(7,695.1
|
)
|
|
(710.0
|
)
|
|||
Capital expenditures
|
(236.2
|
)
|
|
(286.3
|
)
|
|
(150.3
|
)
|
|||
Proceeds from sales of investment securities
|
14.6
|
|
|
92.0
|
|
|
—
|
|
|||
Purchases of investment securities
|
(132.3
|
)
|
|
(272.5
|
)
|
|
(67.4
|
)
|
|||
Other investing activities
|
(0.6
|
)
|
|
(7.4
|
)
|
|
(24.8
|
)
|
|||
Net cash used in investing activities
|
(1,002.2
|
)
|
|
(6,259.0
|
)
|
|
(1,438.0
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payment for treasury shares
|
(2,160.0
|
)
|
|
(3,256.8
|
)
|
|
(2,975.1
|
)
|
|||
Proceeds from short-term borrowing
|
100.3
|
|
|
6,111.5
|
|
|
2,566.9
|
|
|||
Principal repayments on short-term borrowing
|
(100.3
|
)
|
|
(6,213.2
|
)
|
|
(3,012.2
|
)
|
|||
Proceeds from the issuance of long-term debt
|
—
|
|
|
7,913.3
|
|
|
2,470.6
|
|
|||
Repayments of long-term debt
|
—
|
|
|
(513.9
|
)
|
|
—
|
|
|||
Net proceeds (payments) from common equity put options
|
7.6
|
|
|
(8.6
|
)
|
|
10.3
|
|
|||
Payment of contingent consideration
|
(41.1
|
)
|
|
—
|
|
|
(25.7
|
)
|
|||
Net proceeds from share-based compensation arrangements
|
359.1
|
|
|
251.7
|
|
|
297.2
|
|
|||
Excess tax benefit from share-based compensation arrangements
|
188.8
|
|
|
300.5
|
|
|
250.6
|
|
|||
Net cash (used in) provided by financing activities
|
(1,645.6
|
)
|
|
4,584.5
|
|
|
(417.4
|
)
|
|||
Effect of currency rate changes on cash and cash equivalents
|
(38.9
|
)
|
|
(50.7
|
)
|
|
(63.7
|
)
|
|||
Net increase in cash and cash equivalents
|
1,289.6
|
|
|
758.7
|
|
|
887.2
|
|
|||
Cash and cash equivalents at beginning of period
|
4,880.3
|
|
|
4,121.6
|
|
|
3,234.4
|
|
|||
Cash and cash equivalents at end of period
|
$
|
6,169.9
|
|
|
$
|
4,880.3
|
|
|
$
|
4,121.6
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Supplemental schedule of non-cash investing and financing activity:
|
|
|
|
|
|
||||||
Fair value of contingent consideration issued in business combinations
|
$
|
—
|
|
|
$
|
166.0
|
|
|
$
|
1,060.0
|
|
Change in net unrealized (gain) loss on marketable securities available for sale
|
$
|
562.5
|
|
|
$
|
314.4
|
|
|
$
|
(494.0
|
)
|
Investment in NantBioScience, Inc. preferred equity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
90.0
|
|
Investment in Human Longevity, Inc. common stock
|
$
|
39.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
527.2
|
|
|
$
|
243.3
|
|
|
$
|
196.2
|
|
Income taxes paid
|
$
|
373.0
|
|
|
$
|
361.1
|
|
|
$
|
294.6
|
|
Years Ended December 31, 2016, 2015 and 2014
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Stockholders'
Equity
|
||||||||||||
Balances at December 31, 2013
|
|
$
|
9.1
|
|
|
$
|
(7,662.1
|
)
|
|
$
|
8,676.4
|
|
|
$
|
4,472.5
|
|
|
$
|
94.0
|
|
|
$
|
5,589.9
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
1,999.9
|
|
|
|
|
|
1,999.9
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
820.8
|
|
|
820.8
|
|
||||||
Exercise of stock options and conversion of restricted stock units
|
|
0.1
|
|
|
(126.1
|
)
|
|
424.2
|
|
|
|
|
|
|
|
|
298.2
|
|
||||||
Shares purchased under share repurchase program
|
|
|
|
|
(2,929.5
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,929.5
|
)
|
||||||
Issuance of common stock for employee benefit plans
|
|
|
|
|
18.9
|
|
|
26.5
|
|
|
|
|
|
|
|
|
45.4
|
|
||||||
Expense related to share-based compensation
|
|
|
|
|
|
|
|
447.5
|
|
|
|
|
|
|
|
|
447.5
|
|
||||||
Income tax benefit upon exercise of stock options
|
|
|
|
|
|
|
|
252.6
|
|
|
|
|
|
|
|
|
252.6
|
|
||||||
Balances at December 31, 2014
|
|
$
|
9.2
|
|
|
$
|
(10,698.8
|
)
|
|
$
|
9,827.2
|
|
|
$
|
6,472.4
|
|
|
$
|
914.8
|
|
|
$
|
6,524.8
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
1,602.0
|
|
|
|
|
|
1,602.0
|
|
||||||
Other comprehensive (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(147.1
|
)
|
|
(147.1
|
)
|
||||||
Exercise of stock options and conversion of
restricted stock units
|
|
0.2
|
|
|
(135.4
|
)
|
|
394.9
|
|
|
|
|
|
|
|
|
259.7
|
|
||||||
Shares purchased under share repurchase program
|
|
|
|
|
(3,256.8
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,256.8
|
)
|
||||||
Issuance of common stock for employee benefit plans
|
|
|
|
39.2
|
|
|
18.5
|
|
|
|
|
|
|
|
|
57.7
|
|
|||||||
Expense related to share-based compensation
|
|
|
|
|
|
|
|
576.6
|
|
|
|
|
|
|
|
|
576.6
|
|
||||||
Income tax benefit upon exercise of stock options
|
|
|
|
|
|
|
|
302.1
|
|
|
|
|
|
|
|
|
302.1
|
|
||||||
Balances at December 31, 2015
|
|
$
|
9.4
|
|
|
$
|
(14,051.8
|
)
|
|
$
|
11,119.3
|
|
|
$
|
8,074.4
|
|
|
$
|
767.7
|
|
|
$
|
5,919.0
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
1,999.2
|
|
|
|
|
|
1,999.2
|
|
||||||
Other comprehensive (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
(348.6
|
)
|
|
(348.6
|
)
|
|||||||
Exercise of stock options and conversion of
restricted stock units
|
|
0.1
|
|
|
(105.0
|
)
|
|
452.9
|
|
|
|
|
|
|
|
|
348.0
|
|
||||||
Shares purchased under share repurchase program
|
|
|
|
|
(2,160.0
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,160.0
|
)
|
||||||
Issuance of common stock for employee benefit plans
|
|
|
|
35.7
|
|
|
14.4
|
|
|
|
|
|
|
|
|
50.1
|
|
|||||||
Expense related to share-based compensation
|
|
|
|
|
|
|
|
606.2
|
|
|
|
|
|
|
|
|
606.2
|
|
||||||
Income tax benefit upon exercise of stock options
|
|
|
|
|
|
|
|
185.4
|
|
|
|
|
|
|
|
|
185.4
|
|
||||||
Balances at December 31, 2016
|
|
$
|
9.5
|
|
|
$
|
(16,281.1
|
)
|
|
$
|
12,378.2
|
|
|
$
|
10,073.6
|
|
|
$
|
419.1
|
|
|
$
|
6,599.3
|
|
Buildings
|
40 years
|
Building and operating equipment
|
15 years
|
Manufacturing machinery and equipment
|
10 years
|
Other machinery and equipment
|
5 years
|
Furniture and fixtures
|
5 years
|
Computer equipment and software
|
3-7 years
|
|
Total Consideration
|
||
Cash paid for outstanding common stock
|
$
|
7,311.3
|
|
Cash for equity compensation attributable to pre-combination service
|
314.9
|
|
|
Total consideration
|
$
|
7,626.2
|
|
|
Amounts Recognized as of the Acquisition Date
|
||
Working capital
1
|
$
|
479.2
|
|
Property, plant and equipment
|
5.0
|
|
|
In-process research and development product rights
|
6,842.0
|
|
|
Current deferred tax assets
2
|
241.3
|
|
|
Other non-current assets
|
7.9
|
|
|
Non-current deferred tax liabilities
3
|
(2,519.2
|
)
|
|
Total identifiable net assets
|
5,056.2
|
|
|
Goodwill
|
2,570.0
|
|
|
Total net assets acquired
|
$
|
7,626.2
|
|
Statements of Income Location
|
|
Acquisition Date Through December 31, 2015
|
||
Research and development
|
|
$
|
78.6
|
|
Selling, general and administrative
|
|
5.1
|
|
|
Acquisition related charges and restructuring, net
2
|
|
296.8
|
|
|
Total
|
|
$
|
380.5
|
|
|
|
Twelve-Month Periods Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Total revenue
|
|
$
|
9,256.0
|
|
|
$
|
7,676.3
|
|
Net income
|
|
$
|
1,630.8
|
|
|
$
|
1,499.9
|
|
|
|
|
|
|
||||
Net income per common share: basic
|
|
$
|
2.06
|
|
|
$
|
1.87
|
|
Net income per common share: diluted
|
|
$
|
1.98
|
|
|
$
|
1.79
|
|
|
Fair Value at October 19, 2015 (as adjusted)
|
||
Cash
|
$
|
95.9
|
|
Fair value of pre-existing equity ownership
|
11.4
|
|
|
Contingent consideration
|
155.3
|
|
|
Total fair value of consideration
|
$
|
262.6
|
|
|
Fair Value at October 19, 2015
(as adjusted)
|
||
Working capital
1
|
$
|
7.0
|
|
Property, plant and equipment
|
1.9
|
|
|
Other non-current assets
|
0.8
|
|
|
Technology platform intangible asset
2
|
232.0
|
|
|
Debt obligations
|
(13.9
|
)
|
|
Non-current deferred tax liabilities
|
(72.3
|
)
|
|
Total identifiable net assets
|
155.5
|
|
|
Goodwill
|
107.1
|
|
|
Total net assets acquired
|
$
|
262.6
|
|
|
Fair Value at
April 23, 2014
|
||
Cash
|
$
|
710.0
|
|
Contingent consideration
|
1,060.0
|
|
|
Total fair value of consideration
|
$
|
1,770.0
|
|
|
Fair Value at
April 23, 2014
|
||
In-process research and development product rights
|
$
|
1,620.0
|
|
Current deferred tax assets
|
1.3
|
|
|
Non-current deferred tax liabilities, net
|
(1.3
|
)
|
|
Total identifiable net assets
|
1,620.0
|
|
|
Goodwill
|
150.0
|
|
|
Total net assets acquired
|
$
|
1,770.0
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
1,999.2
|
|
|
$
|
1,602.0
|
|
|
$
|
1,999.9
|
|
Weighted-average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
777.2
|
|
|
792.2
|
|
|
802.7
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Options, RSUs, PSUs, warrants and other
|
|
26.1
|
|
|
32.7
|
|
|
33.3
|
|
|||
Diluted
|
|
803.3
|
|
|
824.9
|
|
|
836.0
|
|
|||
Net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.57
|
|
|
$
|
2.02
|
|
|
$
|
2.49
|
|
Diluted
|
|
$
|
2.49
|
|
|
$
|
1.94
|
|
|
$
|
2.39
|
|
•
|
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Our level 1 assets consist of marketable equity securities. Our level 1 liability relates to our publicly traded CVRs. See Note 18 for a description of the CVRs.
|
•
|
Level 2 inputs utilize observable quoted prices for similar assets and liabilities in active markets and observable quoted prices for identical or similar assets in markets that are not very active. Our level 2 assets consist primarily of U.S. Treasury securities, U.S. government-sponsored agency MBS, global corporate debt securities, asset backed securities, time deposits with original maturities of greater than three months, foreign currency forward contracts, purchased foreign currency options and interest rate swap contracts. Our level 2 liabilities relate to written foreign currency options.
|
•
|
Level 3 inputs utilize unobservable inputs and include valuations of assets or liabilities for which there is little, if any, market activity. We do not have any level 3 assets. Our level 3 liabilities consist of contingent consideration related to undeveloped product rights and technology platforms resulting from the acquisitions of Gloucester Pharmaceuticals, Inc. (Gloucester), Nogra, Avila Therapeutics, Inc. (Avila) and Quanticel.
|
Inputs
|
Ranges (weighted average) utilized as of:
|
|
December 31, 2016
|
December 31, 2015
|
|
Discount rate
|
1.5% to 12.0% (8.6%)
|
0.8% to 12.0% (8.8%)
|
Probability of payment
|
0% to 95% (42%)
|
0% to 95% (53%)
|
Projected year of payment for development and regulatory milestones
|
2017 to 2029 (2019)
|
2016 to 2029 (2019)
|
Projected year of payment for sales-based milestones and other amounts calculated as a percentage of annual sales
|
2019 to 2033 (2024)
|
2019 to 2033 (2024)
|
|
|
Balance at
December 31, 2016
|
|
Quoted Price in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
$
|
1,799.8
|
|
|
$
|
891.1
|
|
|
$
|
908.7
|
|
|
$
|
—
|
|
Forward currency contracts
|
|
378.9
|
|
|
—
|
|
|
378.9
|
|
|
—
|
|
||||
Purchased currency options
|
|
139.6
|
|
|
—
|
|
|
139.6
|
|
|
—
|
|
||||
Interest rate swaps
|
|
31.4
|
|
|
—
|
|
|
31.4
|
|
|
—
|
|
||||
Total assets
|
|
$
|
2,349.7
|
|
|
$
|
891.1
|
|
|
$
|
1,458.6
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent value rights
|
|
$
|
(44.6
|
)
|
|
$
|
(44.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Written currency options
|
|
(53.9
|
)
|
|
—
|
|
|
(53.9
|
)
|
|
—
|
|
||||
Other acquisition related contingent consideration
|
|
(1,489.6
|
)
|
|
—
|
|
|
—
|
|
|
(1,489.6
|
)
|
||||
Total liabilities
|
|
$
|
(1,588.1
|
)
|
|
$
|
(44.6
|
)
|
|
$
|
(53.9
|
)
|
|
$
|
(1,489.6
|
)
|
|
|
Balance at
December 31, 2015
|
|
Quoted Price in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
$
|
1,671.6
|
|
|
$
|
1,235.9
|
|
|
$
|
435.7
|
|
|
$
|
—
|
|
Forward currency contracts
|
|
606.0
|
|
|
—
|
|
|
606.0
|
|
|
—
|
|
||||
Purchased currency options
|
|
46.7
|
|
|
—
|
|
|
46.7
|
|
|
—
|
|
||||
Interest rate swaps
|
|
52.5
|
|
|
—
|
|
|
52.5
|
|
|
—
|
|
||||
Total assets
|
|
$
|
2,376.8
|
|
|
$
|
1,235.9
|
|
|
$
|
1,140.9
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent value rights
|
|
$
|
(51.9
|
)
|
|
$
|
(51.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Written currency options
|
|
(19.1
|
)
|
|
—
|
|
|
(19.1
|
)
|
|
—
|
|
||||
Other acquisition related contingent consideration
|
|
(1,521.5
|
)
|
|
—
|
|
|
—
|
|
|
(1,521.5
|
)
|
||||
Total liabilities
|
|
$
|
(1,592.5
|
)
|
|
$
|
(51.9
|
)
|
|
$
|
(19.1
|
)
|
|
$
|
(1,521.5
|
)
|
|
|
2016
|
|
2015
|
||||
Liabilities:
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
(1,521.5
|
)
|
|
$
|
(1,279.0
|
)
|
Amounts acquired or issued, including measurement period adjustments
|
|
10.7
|
|
|
(166.0
|
)
|
||
Net change in fair value
|
|
(28.6
|
)
|
|
(76.5
|
)
|
||
Settlements
|
|
49.8
|
|
|
—
|
|
||
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
||
Balance at end of period
|
|
$
|
(1,489.6
|
)
|
|
$
|
(1,521.5
|
)
|
|
Notional Amount
1
|
||||||
|
2016
|
|
2015
|
||||
Foreign currency option contracts designated as hedging activity:
|
|
|
|
||||
Purchased Put
|
$
|
1,790.1
|
|
|
$
|
641.5
|
|
Written Call
|
$
|
2,009.4
|
|
|
$
|
690.0
|
|
|
Notional Amount
|
||||||
|
2016
|
|
2015
|
||||
Forward starting interest rate swap contracts:
|
|
|
|
||||
Forward starting swaps with effective dates in 2017
|
$
|
500.0
|
|
|
$
|
200.0
|
|
Forward starting swaps with effective dates in 2018
|
$
|
500.0
|
|
|
$
|
—
|
|
|
|
Notional Amount
|
||||||
|
|
2016
|
|
2015
|
||||
Interest rate swap contracts entered into as fair value hedges of the following fixed-rate senior notes:
|
|
|
|
|
||||
1.900% senior notes due 2017
|
|
$
|
—
|
|
|
$
|
300.0
|
|
2.300% senior notes due 2018
|
|
—
|
|
|
200.0
|
|
||
2.250% senior notes due 2019
|
|
—
|
|
|
500.0
|
|
||
3.950% senior notes due 2020
|
|
—
|
|
|
500.0
|
|
||
3.250% senior notes due 2022
|
|
—
|
|
|
1,000.0
|
|
||
4.000% senior notes due 2023
|
|
—
|
|
|
700.0
|
|
||
3.625% senior notes due 2024
|
|
—
|
|
|
100.0
|
|
||
3.875% senior notes due 2025
|
|
200.0
|
|
|
250.0
|
|
||
Total
|
|
$
|
200.0
|
|
|
$
|
3,550.0
|
|
|
|
|
|
December 31, 2016
|
||||||
|
|
|
|
Fair Value
|
||||||
Instrument
|
|
Balance Sheet
Location
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||
Derivatives designated as hedging instruments:
|
|
|||||||||
Foreign exchange contracts
1
|
|
Other current assets
|
|
$
|
317.5
|
|
|
$
|
10.1
|
|
|
|
Other non-current assets
|
|
177.6
|
|
|
71.1
|
|
||
Interest rate swap agreements
|
|
Other current assets
|
|
0.8
|
|
|
—
|
|
||
|
|
Other non-current assets
|
|
38.0
|
|
|
6.9
|
|
||
|
|
Other non-current liabilities
|
|
0.6
|
|
|
1.9
|
|
||
Derivatives not designated as hedging instruments:
|
|
|||||||||
Foreign exchange contracts
1
|
|
Other current assets
|
|
56.6
|
|
|
3.6
|
|
||
|
|
Accrued expenses and other current liabilities
|
|
0.2
|
|
|
2.5
|
|
||
Interest rate swap agreements
|
|
Other current assets
|
|
2.4
|
|
|
2.3
|
|
||
|
|
Other non-current assets
|
|
2.6
|
|
|
1.9
|
|
||
Total
|
|
|
|
$
|
596.3
|
|
|
$
|
100.3
|
|
|
|
2016
|
|
|
||||||||||||||
|
|
(Effective Portion)
|
|
(Ineffective Portion and Amount Excluded From Effectiveness Testing)
|
|
|
||||||||||||
Instrument
|
|
Amount of
Gain/(Loss)
Recognized in OCI
on Derivative
1
|
|
Location of
Gain/(Loss)
Reclassified from
Accumulated OCI
into Income
|
|
Amount of
Gain/(Loss)
Reclassified from
Accumulated OCI
into Income
|
|
Location of
Gain/(Loss)
Recognized in
Income on
Derivative
|
|
Amount of
Gain/(Loss)
Recognized in
Income on
Derivative
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
109.2
|
|
|
Net product sales
|
|
$
|
307.1
|
|
|
Other income, net
|
|
$
|
19.3
|
|
|
2
|
Treasury rate lock agreements
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
(5.2
|
)
|
|
Other income, net
|
|
$
|
—
|
|
|
|
Forward starting interest rate swaps
|
|
$
|
36.1
|
|
|
Interest expense
|
|
$
|
(1.6
|
)
|
|
Other income, net
|
|
$
|
—
|
|
|
|
1
|
Net gains of
$310.6 million
are expected to be reclassified from Accumulated OCI into income in the next 12 months.
|
2
|
The amount of net gains recognized in income represents
$17.1 million
of gains related to amounts excluded from the assessment of hedge effectiveness (fair value adjustments of forward point amounts) and
$2.2 million
in gains related to the ineffective portion of the hedging relationships.
|
|
|
2015
|
|
|
||||||||||||||
|
|
(Effective Portion)
|
|
(Ineffective Portion and Amount Excluded From Effectiveness Testing)
|
|
|
||||||||||||
Instrument
|
|
Amount of
Gain/(Loss)
Recognized in OCI
on Derivative
1
|
|
Location of
Gain/(Loss)
Reclassified from
Accumulated OCI
into Income
|
|
Amount of
Gain/(Loss)
Reclassified from
Accumulated OCI
into Income
|
|
Location of
Gain/(Loss)
Recognized in
Income on
Derivative
|
|
Amount of
Gain/(Loss)
Recognized in
Income on
Derivative
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
429.4
|
|
|
Net product sales
|
|
$
|
354.4
|
|
|
Other income, net
|
|
$
|
20.0
|
|
|
1
|
Treasury rate lock agreements
|
|
$
|
(27.9
|
)
|
|
Interest expense
|
|
$
|
(4.2
|
)
|
|
Other income, net
|
|
$
|
(0.2
|
)
|
|
2
|
Forward starting interest rate swaps
|
|
$
|
9.0
|
|
|
Interest expense
|
|
$
|
(1.5
|
)
|
|
Other income, net
|
|
$
|
0.3
|
|
|
2
|
1
|
The amount of net gains recognized in income represents
$23.0 million
of gains related to amounts excluded from the assessment of hedge effectiveness (fair value adjustments of forward point amounts) and
$3.0 million
of losses related to the ineffective portion of the hedging relationships.
|
2
|
The amount of net loss recognized in income relates to the ineffective portion of the hedging relationships.
|
|
|
Location of Gain (Loss)
Recognized in Income
on Derivative
|
|
Amount of Gain (Loss)
Recognized in Income
on Derivative
|
||||||
Instrument
|
|
2016
|
|
2015
|
||||||
Foreign exchange contracts
|
|
Other income (expense), net
|
|
$
|
21.3
|
|
|
$
|
81.2
|
|
Put options sold
|
|
Other income (expense), net
|
|
$
|
7.6
|
|
|
$
|
(9.9
|
)
|
December 31, 2016
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Estimated
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$
|
120.8
|
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
119.9
|
|
U.S. government-sponsored agency MBS
|
|
30.8
|
|
|
—
|
|
|
(0.4
|
)
|
|
30.4
|
|
||||
Corporate debt – global
|
|
378.3
|
|
|
0.1
|
|
|
(0.7
|
)
|
|
377.7
|
|
||||
Asset backed securities
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|
16.7
|
|
||||
Time deposits
1
|
|
364.0
|
|
|
—
|
|
|
—
|
|
|
364.0
|
|
||||
Marketable equity securities
|
|
671.8
|
|
|
237.9
|
|
|
(18.6
|
)
|
|
891.1
|
|
||||
Total available-for-sale marketable securities
|
|
$
|
1,582.4
|
|
|
$
|
238.0
|
|
|
$
|
(20.6
|
)
|
|
$
|
1,799.8
|
|
December 31, 2015
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Estimated
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$
|
153.0
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
152.6
|
|
U.S. government-sponsored agency MBS
|
|
29.8
|
|
|
0.1
|
|
|
(0.4
|
)
|
|
29.5
|
|
||||
Corporate debt – global
|
|
219.7
|
|
|
—
|
|
|
(1.6
|
)
|
|
218.1
|
|
||||
Asset backed securities
|
|
35.6
|
|
|
—
|
|
|
(0.1
|
)
|
|
35.5
|
|
||||
Marketable equity securities
|
|
811.5
|
|
|
468.1
|
|
|
(43.7
|
)
|
|
1,235.9
|
|
||||
Total available-for-sale marketable securities
|
|
$
|
1,249.6
|
|
|
$
|
468.2
|
|
|
$
|
(46.2
|
)
|
|
$
|
1,671.6
|
|
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
December 31, 2016
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Loss
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Loss
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Loss
|
||||||||||||
U.S. Treasury securities
|
|
$
|
109.9
|
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109.9
|
|
|
$
|
(0.9
|
)
|
U.S. government-sponsored agency MBS
|
|
24.9
|
|
|
(0.4
|
)
|
|
3.8
|
|
|
—
|
|
|
28.7
|
|
|
(0.4
|
)
|
||||||
Corporate debt – global
|
|
208.2
|
|
|
(0.7
|
)
|
|
2.6
|
|
|
—
|
|
|
210.8
|
|
|
(0.7
|
)
|
||||||
Asset backed securities
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
||||||
Marketable equity securities
|
|
86.1
|
|
|
(18.5
|
)
|
|
0.6
|
|
|
(0.1
|
)
|
|
86.7
|
|
|
(18.6
|
)
|
||||||
Total
|
|
$
|
440.5
|
|
|
$
|
(20.5
|
)
|
|
$
|
7.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
447.5
|
|
|
$
|
(20.6
|
)
|
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Duration of one year or less
|
|
$
|
219.2
|
|
|
$
|
219.1
|
|
Duration of one through three years
|
|
316.4
|
|
|
314.9
|
|
||
Duration of three through five years
|
|
10.9
|
|
|
10.7
|
|
||
Total
|
|
$
|
546.5
|
|
|
$
|
544.7
|
|
|
|
2016
|
|
2015
|
||||
Raw materials
|
|
$
|
274.1
|
|
|
$
|
201.3
|
|
Work in process
|
|
87.2
|
|
|
120.0
|
|
||
Finished goods
|
|
136.6
|
|
|
122.1
|
|
||
Total
|
|
$
|
497.9
|
|
|
$
|
443.4
|
|
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
76.7
|
|
|
$
|
75.4
|
|
Buildings
|
|
443.0
|
|
|
274.1
|
|
||
Building and operating equipment
|
|
45.6
|
|
|
33.1
|
|
||
Leasehold improvements
|
|
150.3
|
|
|
152.3
|
|
||
Machinery and equipment
|
|
281.5
|
|
|
246.6
|
|
||
Furniture and fixtures
|
|
59.6
|
|
|
53.2
|
|
||
Computer equipment and software
|
|
441.7
|
|
|
389.6
|
|
||
Construction in progress
|
|
148.6
|
|
|
221.3
|
|
||
Subtotal
|
|
1,647.0
|
|
|
1,445.6
|
|
||
Less accumulated depreciation and amortization
|
|
717.2
|
|
|
631.5
|
|
||
Total
|
|
$
|
929.8
|
|
|
$
|
814.1
|
|
|
|
2016
|
|
2015
|
||||
Income tax receivable
|
|
$
|
42.9
|
|
|
$
|
—
|
|
Derivative assets
|
|
361.3
|
|
|
409.0
|
|
||
Other prepaid taxes
|
|
119.2
|
|
|
169.1
|
|
||
Prepaid income taxes
|
|
95.1
|
|
|
160.7
|
|
||
Prepaid maintenance and software licenses
|
|
38.5
|
|
|
30.8
|
|
||
Other
|
|
122.3
|
|
|
215.1
|
|
||
Total
|
|
$
|
779.3
|
|
|
$
|
984.7
|
|
|
|
2016
|
|
2015
|
||||
Rebates, distributor chargebacks and distributor services
|
|
$
|
561.0
|
|
|
$
|
366.8
|
|
Compensation
|
|
413.8
|
|
|
353.4
|
|
||
Clinical trial costs and grants
|
|
341.8
|
|
|
255.1
|
|
||
Litigation-related loss contingency (see Note 18)
|
|
198.5
|
|
|
—
|
|
||
Interest
|
|
167.7
|
|
|
170.3
|
|
||
Sales, use, value added, and other taxes
|
|
100.8
|
|
|
69.0
|
|
||
Contingent consideration
|
|
46.9
|
|
|
109.4
|
|
||
Royalties, license fees and collaboration agreements
|
|
12.7
|
|
|
116.2
|
|
||
Other
|
|
271.8
|
|
|
207.5
|
|
||
Total
|
|
$
|
2,115.0
|
|
|
$
|
1,647.7
|
|
|
|
2016
|
|
2015
|
||||
Contingent consideration
|
|
$
|
1,442.7
|
|
|
$
|
1,412.1
|
|
Deferred compensation and long-term incentives
|
|
215.4
|
|
|
170.5
|
|
||
Contingent value rights
|
|
44.6
|
|
|
51.9
|
|
||
Deferred income taxes
|
|
—
|
|
|
377.7
|
|
||
Other
|
|
68.5
|
|
|
29.5
|
|
||
Total
|
|
$
|
1,771.2
|
|
|
$
|
2,041.7
|
|
December 31, 2016
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Intangible
Assets,
Net
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
||||||
Acquired developed product rights
|
|
$
|
3,405.9
|
|
|
$
|
(1,693.6
|
)
|
|
$
|
1,712.3
|
|
Technology
|
|
482.6
|
|
|
(326.2
|
)
|
|
156.4
|
|
|||
Licenses
|
|
66.9
|
|
|
(26.6
|
)
|
|
40.3
|
|
|||
Other
|
|
43.3
|
|
|
(31.1
|
)
|
|
12.2
|
|
|||
|
|
3,998.7
|
|
|
(2,077.5
|
)
|
|
1,921.2
|
|
|||
Non-amortized intangible assets:
|
|
|
|
|
|
|
||||||
Acquired IPR&D product rights
|
|
8,470.6
|
|
|
—
|
|
|
8,470.6
|
|
|||
Total intangible assets
|
|
$
|
12,469.3
|
|
|
$
|
(2,077.5
|
)
|
|
$
|
10,391.8
|
|
December 31, 2015
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Intangible
Assets,
Net
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
||||||
Acquired developed product rights
|
|
$
|
3,405.9
|
|
|
$
|
(1,448.3
|
)
|
|
$
|
1,957.6
|
|
Technology
|
|
565.7
|
|
|
(197.1
|
)
|
|
368.6
|
|
|||
Licenses
|
|
66.7
|
|
|
(22.3
|
)
|
|
44.4
|
|
|||
Other
|
|
44.0
|
|
|
(27.1
|
)
|
|
16.9
|
|
|||
|
|
4,082.3
|
|
|
(1,694.8
|
)
|
|
2,387.5
|
|
|||
Non-amortized intangible assets:
|
|
|
|
|
|
|
||||||
Acquired IPR&D product rights
|
|
8,470.6
|
|
|
—
|
|
|
8,470.6
|
|
|||
Total intangible assets
|
|
$
|
12,552.9
|
|
|
$
|
(1,694.8
|
)
|
|
$
|
10,858.1
|
|
Balance at December 31, 2015
|
$
|
4,879.0
|
|
Sale of LifebankUSA business (see Note 2)
|
(2.5
|
)
|
|
Acquisition of Quanticel - measurement period adjustment (see Note 2)
|
(10.7
|
)
|
|
Balance at December 31, 2016
|
$
|
4,865.8
|
|
|
|
2016
|
|
2015
|
||||
1.900% senior notes due 2017
|
|
$
|
500.7
|
|
|
$
|
—
|
|
|
2016
|
|
2015
|
||||
1.900% senior notes due 2017
|
$
|
—
|
|
|
$
|
499.9
|
|
2.125% senior notes due 2018
|
997.9
|
|
|
996.7
|
|
||
2.300% senior notes due 2018
|
401.9
|
|
|
400.2
|
|
||
2.250% senior notes due 2019
|
509.3
|
|
|
502.6
|
|
||
2.875% senior notes due 2020
|
1,492.7
|
|
|
1,490.9
|
|
||
3.950% senior notes due 2020
|
518.5
|
|
|
504.9
|
|
||
3.250% senior notes due 2022
|
1,053.5
|
|
|
1,010.5
|
|
||
3.550% senior notes due 2022
|
993.5
|
|
|
992.4
|
|
||
4.000% senior notes due 2023
|
743.5
|
|
|
706.0
|
|
||
3.625% senior notes due 2024
|
1,001.0
|
|
|
994.9
|
|
||
3.875% senior notes due 2025
|
2,475.3
|
|
|
2,461.8
|
|
||
5.700% senior notes due 2040
|
247.2
|
|
|
247.2
|
|
||
5.250% senior notes due 2043
|
392.9
|
|
|
392.8
|
|
||
4.625% senior notes due 2044
|
986.9
|
|
|
986.6
|
|
||
5.000% senior notes due 2045
|
1,974.4
|
|
|
1,974.0
|
|
||
Total long-term debt
|
$
|
13,788.5
|
|
|
$
|
14,161.4
|
|
|
|
Common Stock
|
|
Common Stock
in Treasury
|
||
December 31, 2013
|
|
906.5
|
|
|
(101.5
|
)
|
Exercise of stock options and conversion of restricted stock units
|
|
18.3
|
|
|
(1.3
|
)
|
Issuance of common stock for employee benefit plans
|
|
—
|
|
|
0.2
|
|
Shares repurchased under share repurchase program
|
|
—
|
|
|
(22.0
|
)
|
December 31, 2014
|
|
924.8
|
|
|
(124.6
|
)
|
Exercise of stock options and conversion of restricted stock units
|
|
15.3
|
|
|
(1.2
|
)
|
Issuance of common stock for employee benefit plans
|
|
—
|
|
|
0.4
|
|
Shares repurchased under share repurchase program
|
|
—
|
|
|
(28.1
|
)
|
December 31, 2015
|
|
940.1
|
|
|
(153.5
|
)
|
Exercise of stock options and conversion of restricted stock units
|
|
14.0
|
|
|
(1.0
|
)
|
Issuance of common stock for employee benefit plans
|
|
—
|
|
|
0.4
|
|
Shares repurchased under share repurchase program
|
|
—
|
|
|
(21.4
|
)
|
December 31, 2016
|
|
954.1
|
|
|
(175.5
|
)
|
|
|
Pension
Liability
|
|
Net Unrealized
Gains (Losses) From
Marketable Securities
|
|
Net Unrealized
Gains (Losses)
From Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
Balance December 31, 2014
|
|
$
|
(15.5
|
)
|
|
$
|
460.9
|
|
|
$
|
519.6
|
|
|
$
|
(50.2
|
)
|
|
$
|
914.8
|
|
Other comprehensive income (loss) before reclassifications
|
|
1.6
|
|
|
(204.6
|
)
|
|
417.7
|
|
|
(26.1
|
)
|
|
188.6
|
|
|||||
Amount reclassified from accumulated other comprehensive income
|
|
—
|
|
|
15.2
|
|
|
(350.9
|
)
|
|
—
|
|
|
(335.7
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
|
1.6
|
|
|
(189.4
|
)
|
|
66.8
|
|
|
(26.1
|
)
|
|
(147.1
|
)
|
|||||
Balance December 31, 2015
|
|
$
|
(13.9
|
)
|
|
$
|
271.5
|
|
|
$
|
586.4
|
|
|
$
|
(76.3
|
)
|
|
$
|
767.7
|
|
Other comprehensive income (loss) before reclassifications
|
|
(24.0
|
)
|
|
(359.6
|
)
|
|
131.5
|
|
|
(25.7
|
)
|
|
(277.8
|
)
|
|||||
Amount reclassified from accumulated other comprehensive income
|
|
—
|
|
|
232.1
|
|
|
(302.9
|
)
|
|
—
|
|
|
(70.8
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
|
(24.0
|
)
|
|
(127.5
|
)
|
|
(171.4
|
)
|
|
(25.7
|
)
|
|
(348.6
|
)
|
|||||
Balance December 31, 2016
|
|
$
|
(37.9
|
)
|
|
$
|
144.0
|
|
|
$
|
415.0
|
|
|
$
|
(102.0
|
)
|
|
$
|
419.1
|
|
|
|
|
|
Gains (Losses) Reclassified Out of Accumulated
Other Comprehensive Income
|
||||||||||
Accumulated Other Comprehensive Income Components
|
|
Affected Line Item in the Consolidated Statements of Income
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Gains (losses) from cash-flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
Net product sales
|
|
$
|
307.1
|
|
|
$
|
354.4
|
|
|
$
|
27.5
|
|
Treasury rate lock agreements
|
|
Interest (expense)
|
|
(5.2
|
)
|
|
(4.2
|
)
|
|
(3.5
|
)
|
|||
Interest rate swap agreements
|
|
Interest (expense)
|
|
(1.6
|
)
|
|
(1.5
|
)
|
|
(0.9
|
)
|
|||
|
|
Income tax provision
|
|
2.6
|
|
|
2.2
|
|
|
1.7
|
|
|||
Gains (losses) from available-for-sale marketable securities:
|
|
|
|
|
|
|
||||||||
Realized income (loss) on sales of marketable securities
|
|
Interest and investment income, net
|
|
(357.9
|
)
|
|
(23.4
|
)
|
|
(5.4
|
)
|
|||
|
|
Income tax provision
|
|
125.8
|
|
|
8.2
|
|
|
1.9
|
|
|||
Total reclassification, net of tax
|
|
|
|
$
|
70.8
|
|
|
$
|
335.7
|
|
|
$
|
21.3
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of goods sold
|
|
$
|
32.8
|
|
|
$
|
31.7
|
|
|
$
|
26.2
|
|
Research and development
|
|
253.4
|
|
|
250.7
|
|
|
196.5
|
|
|||
Selling, general and administrative
|
|
320.1
|
|
|
294.2
|
|
|
224.9
|
|
|||
Total share-based compensation expense
|
|
606.3
|
|
|
576.6
|
|
|
447.6
|
|
|||
Tax benefit related to share-based compensation expense
|
|
167.2
|
|
|
161.2
|
|
|
129.3
|
|
|||
Reduction in income
|
|
$
|
439.1
|
|
|
$
|
415.4
|
|
|
$
|
318.3
|
|
|
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
|
1.03% - 2.08%
|
|
1.17% - 1.72%
|
|
1.51% - 1.90%
|
Expected volatility
|
|
29% - 35%
|
|
31% - 38%
|
|
28% - 37%
|
Weighted average expected volatility
|
|
32%
|
|
34%
|
|
33%
|
Expected term (years)
|
|
5.04 - 5.06
|
|
5.02 - 5.04
|
|
5.02 - 5.06
|
Expected dividend yield
|
|
0%
|
|
0%
|
|
0%
|
|
|
Options
(in Millions)
|
|
Weighted
Average Exercise
Price Per Option
|
|
Weighted
Average Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value
(in Millions)
|
|||||
Outstanding at December 31, 2015
|
|
75.7
|
|
|
$
|
61.99
|
|
|
6.6
|
|
$
|
4,411.8
|
|
Changes during the Year:
|
|
|
|
|
|
|
|
|
|||||
Granted
|
|
11.3
|
|
|
105.53
|
|
|
|
|
|
|
||
Exercised
|
|
(10.9
|
)
|
|
41.70
|
|
|
|
|
|
|
||
Forfeited
|
|
(2.2
|
)
|
|
94.23
|
|
|
|
|
|
|
||
Expired
|
|
(0.1
|
)
|
|
101.25
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
|
73.8
|
|
|
$
|
70.62
|
|
|
6.2
|
|
$
|
3,387.9
|
|
Vested at December 31, 2016 or expected to vest in the future
|
|
73.0
|
|
|
$
|
70.17
|
|
|
6.1
|
|
$
|
3,377.4
|
|
Vested at December 31, 2016
|
|
44.4
|
|
|
$
|
51.09
|
|
|
4.9
|
|
$
|
2,887.0
|
|
Nonvested RSUs
|
|
Share Equivalent
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at December 31, 2015
|
|
7.7
|
|
|
$
|
86.28
|
|
Changes during the period:
|
|
|
|
|
|||
Granted
|
|
2.9
|
|
|
103.83
|
|
|
Vested
|
|
(3.1
|
)
|
|
62.90
|
|
|
Forfeited
|
|
(0.4
|
)
|
|
98.64
|
|
|
Nonvested at December 31, 2016
|
|
7.1
|
|
|
$
|
103.00
|
|
Nonvested Performance-Based RSUs
|
|
Share Equivalent
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at December 31, 2015
|
|
334
|
|
|
$
|
96.07
|
|
Changes during the period:
|
|
|
|
|
|||
Granted
|
|
235
|
|
|
106.52
|
|
|
Vested
|
|
(73
|
)
|
|
59.49
|
|
|
Forfeited
|
|
(33
|
)
|
|
92.49
|
|
|
Non-vested at December 31, 2016
|
|
463
|
|
|
$
|
107.38
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
U.S.
|
|
$
|
734.7
|
|
|
$
|
524.8
|
|
|
$
|
565.0
|
|
Non-U.S.
|
|
1,637.8
|
|
|
1,498.7
|
|
|
1,762.4
|
|
|||
Income before income taxes
|
|
$
|
2,372.5
|
|
|
$
|
2,023.5
|
|
|
$
|
2,327.4
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States:
|
|
|
|
|
|
|
||||||
Taxes currently payable:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
569.1
|
|
|
$
|
320.7
|
|
|
$
|
489.4
|
|
State and local
|
|
42.4
|
|
|
63.1
|
|
|
56.3
|
|
|||
Deferred income taxes
|
|
(342.5
|
)
|
|
(28.7
|
)
|
|
(273.8
|
)
|
|||
Total U.S. tax provision
|
|
269.0
|
|
|
355.1
|
|
|
271.9
|
|
|||
International:
|
|
|
|
|
|
|
||||||
Taxes currently payable
|
|
105.8
|
|
|
71.1
|
|
|
54.1
|
|
|||
Deferred income taxes
|
|
(1.5
|
)
|
|
(4.7
|
)
|
|
1.5
|
|
|||
Total international tax provision
|
|
104.3
|
|
|
66.4
|
|
|
55.6
|
|
|||
Total provision
|
|
$
|
373.3
|
|
|
$
|
421.5
|
|
|
$
|
327.5
|
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
NOL carryforwards
|
|
$
|
133.2
|
|
|
$
|
—
|
|
|
$
|
56.2
|
|
|
$
|
—
|
|
Capitalized research expenses
|
|
19.3
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
||||
Tax credit carryforwards
|
|
13.7
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
||||
Share-based compensation
|
|
411.8
|
|
|
—
|
|
|
340.9
|
|
|
—
|
|
||||
Inventory
|
|
12.7
|
|
|
—
|
|
|
11.3
|
|
|
—
|
|
||||
Other assets and liabilities
|
|
46.4
|
|
|
(9.9
|
)
|
|
46.8
|
|
|
(3.7
|
)
|
||||
Intangible assets
|
|
789.4
|
|
|
(1,013.1
|
)
|
|
661.3
|
|
|
(1,135.4
|
)
|
||||
Accrued and other expenses
|
|
263.3
|
|
|
—
|
|
|
233.2
|
|
|
—
|
|
||||
Unremitted earnings
|
|
—
|
|
|
(316.5
|
)
|
|
—
|
|
|
(316.5
|
)
|
||||
Unrealized (gains) losses on securities
|
|
—
|
|
|
(69.3
|
)
|
|
—
|
|
|
(129.9
|
)
|
||||
Subtotal
|
|
1,689.8
|
|
|
(1,408.8
|
)
|
|
1,364.2
|
|
|
(1,585.5
|
)
|
||||
Valuation allowance
|
|
(143.3
|
)
|
|
—
|
|
|
(90.8
|
)
|
|
—
|
|
||||
Total deferred taxes
|
|
$
|
1,546.5
|
|
|
$
|
(1,408.8
|
)
|
|
$
|
1,273.4
|
|
|
$
|
(1,585.5
|
)
|
Net deferred tax asset (liability)
|
|
$
|
137.7
|
|
|
|
|
|
|
|
|
$
|
(312.1
|
)
|
|
|
2016
|
|
2015
|
||||
Other assets (non-current)
|
|
$
|
137.7
|
|
|
$
|
65.6
|
|
Other non-current liabilities
|
|
—
|
|
|
(377.7
|
)
|
||
Net deferred tax asset (liability)
|
|
$
|
137.7
|
|
|
$
|
(312.1
|
)
|
Percentages
|
|
2016
|
|
2015
|
|
2014
|
|||
U.S. statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign tax rate differences
|
|
(21.1
|
)%
|
|
(21.0
|
)%
|
|
(22.3
|
)%
|
State taxes, net of federal benefit
|
|
0.8
|
%
|
|
1.2
|
%
|
|
1.0
|
%
|
Change in valuation allowance
|
|
0.5
|
%
|
|
2.0
|
%
|
|
0.2
|
%
|
Acquisition and collaboration related differences
|
|
(0.7
|
)%
|
|
4.5
|
%
|
|
(0.3
|
)%
|
Changes in uncertain tax positions
|
|
(0.4
|
)%
|
|
(0.5
|
)%
|
|
(0.4
|
)%
|
Other
|
|
1.6
|
%
|
|
(0.4
|
)%
|
|
0.9
|
%
|
Effective income tax rate
|
|
15.7
|
%
|
|
20.8
|
%
|
|
14.1
|
%
|
|
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
|
$
|
325.8
|
|
|
$
|
251.8
|
|
Increases related to prior year tax positions
|
|
—
|
|
|
—
|
|
||
Decreases related to prior year tax positions
|
|
(11.1
|
)
|
|
—
|
|
||
Increases related to current year tax positions
|
|
108.3
|
|
|
84.8
|
|
||
Settlements
|
|
(0.3
|
)
|
|
—
|
|
||
Lapses of statutes of limitations
|
|
(8.5
|
)
|
|
(10.8
|
)
|
||
Balance at end of year
|
|
$
|
414.2
|
|
|
$
|
325.8
|
|
|
|
Year ended December 31,
|
|
As of December 31,
1
|
||||||||||||||||||||||
|
|
Research and Development Expense
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Upfront
Fees
|
Milestones
|
Extension/ Termination of
Agreements
|
Amortization of Prepaid Research and
Development
|
|
Equity Investments Made During
Period
|
|
Intangible Asset
Balance
|
Equity Investment
Balance
|
Percentage of Outstanding
Equity
|
|||||||||||||||
Acceleron
|
2016
|
$
|
—
|
|
$
|
15.0
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
32.0
|
|
|
$
|
—
|
|
$
|
138.1
|
|
14
|
%
|
|
2015
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
224.9
|
|
14
|
%
|
|||||||
|
2014
|
—
|
|
—
|
|
—
|
|
—
|
|
|
52.4
|
|
|
|
|
|
||||||||||
|
2013 and prior
|
70.0
|
|
44.5
|
|
—
|
|
—
|
|
|
40.5
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agios
|
2016
|
200.0
|
|
25.0
|
|
—
|
|
0.8
|
|
|
—
|
|
|
0.2
|
|
218.8
|
|
12
|
%
|
|||||||
|
2015
|
9.0
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
1.0
|
|
340.4
|
|
13
|
%
|
|||||||
|
2014
|
—
|
|
—
|
|
20.0
|
|
—
|
|
|
38.3
|
|
|
|
|
|
||||||||||
|
2013 and prior
|
121.2
|
|
—
|
|
40.0
|
|
—
|
|
|
50.3
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
AstraZeneca
|
2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
N/A
|
|
N/A
|
|
|||||||
|
2015
|
450.0
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
N/A
|
|
N/A
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
bluebird
|
2016
|
10.0
|
|
—
|
|
—
|
|
8.3
|
|
|
50.0
|
|
|
11.8
|
|
40.6
|
|
2
|
%
|
|||||||
|
2015
|
—
|
|
—
|
|
—
|
|
4.9
|
|
|
—
|
|
|
20.2
|
|
N/A
|
|
N/A
|
|
|||||||
|
2014
|
—
|
|
—
|
|
—
|
|
0.1
|
|
|
—
|
|
|
|
|
|
||||||||||
|
2013 and prior
|
74.7
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
FORMA
|
2016
|
71.0
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
N/A
|
|
N/A
|
|
|||||||
|
2015
|
59.0
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
0.1
|
|
N/A
|
|
N/A
|
|
|||||||
|
2014
|
225.0
|
|
—
|
|
—
|
|
0.1
|
|
|
—
|
|
|
|
|
|
||||||||||
|
2013 and prior
|
52.8
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Jounce
|
2016
|
237.6
|
|
—
|
|
—
|
|
—
|
|
|
23.6
|
|
|
—
|
|
23.6
|
|
11
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Juno
3
|
2016
|
50.0
|
|
—
|
|
—
|
|
—
|
|
|
41.0
|
|
|
—
|
|
193.7
|
|
10
|
%
|
|||||||
|
2015
|
575.1
|
|
—
|
|
—
|
|
—
|
|
|
424.9
|
|
|
—
|
|
401.8
|
|
9
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Lycera
|
2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
3.0
|
|
10.0
|
|
8
|
%
|
|||||||
|
2015
|
87.0
|
|
—
|
|
—
|
|
—
|
|
|
10.0
|
|
|
3.0
|
|
10.0
|
|
8
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NantBioScience
2
|
2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
90.0
|
|
13
|
%
|
|||||||
|
2015
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
90.0
|
|
13
|
%
|
|||||||
|
2014
|
50.0
|
|
—
|
|
—
|
|
—
|
|
|
90.0
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Nurix
|
2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
0.2
|
|
17.0
|
|
11
|
%
|
|||||||
|
2015
|
149.8
|
|
—
|
|
—
|
|
—
|
|
|
17.0
|
|
|
0.2
|
|
17.0
|
|
11
|
%
|
|
|
Year ended December 31,
|
|
As of December 31,
1
|
||||||||||||||||||||||
|
|
Research and Development Expense
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Upfront
Fees
|
Milestones
|
Extension/ Termination of
Agreements
|
Amortization of Prepaid Research and
Development
|
|
Equity Investments Made During
Period
|
|
Intangible Asset
Balance
|
Equity Investment
Balance
|
Percentage of Outstanding
Equity
|
|||||||||||||||
OncoMed
|
2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
15.0
|
|
|
—
|
|
22.9
|
|
8
|
%
|
|||||||
|
2015
|
2.5
|
|
70.0
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
33.1
|
|
5
|
%
|
|||||||
|
2014
|
2.5
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||||||
|
2013 and prior
|
155.0
|
|
—
|
|
—
|
|
—
|
|
|
22.2
|
|
|
|
|
|
||||||||||
|
|
|
|
|
||||||||||||||||||||||
Sutro
|
2016
|
—
|
|
35.0
|
|
—
|
|
17.0
|
|
|
—
|
|
|
5.9
|
|
17.6
|
|
15
|
%
|
|||||||
|
2015
|
—
|
|
—
|
|
—
|
|
4.8
|
|
|
—
|
|
|
22.9
|
|
17.6
|
|
16
|
%
|
|||||||
|
2014
|
72.6
|
|
—
|
|
—
|
|
0.2
|
|
|
11.9
|
|
|
|
|
|
||||||||||
|
2013 and prior
|
26.3
|
|
—
|
|
—
|
|
2.3
|
|
|
5.7
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other Collaboration Arrangements
|
2016
|
247.0
|
|
1.5
|
|
8.8
|
|
0.2
|
|
|
7.7
|
|
|
1.3
|
|
79.6
|
|
N/A
|
|
|||||||
2015
|
69.8
|
|
8.0
|
|
18.1
|
|
21.1
|
|
|
65.0
|
|
|
25.2
|
|
194.3
|
|
N/A
|
|
||||||||
2014
|
103.5
|
|
8.3
|
|
—
|
|
22.8
|
|
|
65.6
|
|
|
|
|
|
•
|
2.5%
of the net sales of ABRAXANE
®
and the Abraxis pipeline products that exceed
$1.000 billion
but are less than or equal to
$2.000 billion
for such period, plus
|
•
|
an additional amount equal to
5%
of the net sales of ABRAXANE
®
and the Abraxis pipeline products that exceed
$2.000 billion
but are less than or equal to
$3.000 billion
for such period, plus
|
•
|
an additional amount equal to
10%
of the net sales of ABRAXANE
®
and the Abraxis pipeline products that exceed
$3.000 billion
for such period.
|
|
Operating
Leases
|
||
2017
|
$
|
55.4
|
|
2018
|
42.7
|
|
|
2019
|
31.7
|
|
|
2020
|
26.7
|
|
|
2021
|
21.7
|
|
|
Thereafter
|
35.2
|
|
|
Total minimum lease payments
|
$
|
213.4
|
|
Revenues
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
7,009.5
|
|
|
$
|
5,604.0
|
|
|
$
|
4,482.8
|
|
Europe
|
|
3,046.4
|
|
|
2,624.3
|
|
|
2,310.8
|
|
|||
All other
|
|
1,173.3
|
|
|
1,027.7
|
|
|
876.8
|
|
|||
Total revenues
|
|
$
|
11,229.2
|
|
|
$
|
9,256.0
|
|
|
$
|
7,670.4
|
|
Long-Lived Assets
1
|
|
2016
|
|
2015
|
||||
United States
|
|
$
|
667.4
|
|
|
$
|
585.5
|
|
Europe
|
|
250.8
|
|
|
215.2
|
|
||
All other
|
|
11.6
|
|
|
13.4
|
|
||
Total long lived assets
|
|
$
|
929.8
|
|
|
$
|
814.1
|
|
1
|
Long-lived assets consist of net property, plant and equipment.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
REVLIMID
®
|
|
$
|
6,973.6
|
|
|
$
|
5,801.1
|
|
|
$
|
4,980.0
|
|
POMALYST
®
/IMNOVID
®
|
|
1,310.7
|
|
|
983.3
|
|
|
679.7
|
|
|||
OTEZLA
®
|
|
1,017.2
|
|
|
471.7
|
|
|
69.8
|
|
|||
ABRAXANE
®
|
|
973.4
|
|
|
967.5
|
|
|
848.2
|
|
|||
VIDAZA
®
|
|
608.0
|
|
|
590.7
|
|
|
611.9
|
|
|||
azacitidine for injection
|
|
66.0
|
|
|
83.9
|
|
|
78.2
|
|
|||
THALOMID
®
|
|
152.1
|
|
|
185.4
|
|
|
221.2
|
|
|||
ISTODAX
®
|
|
79.3
|
|
|
69.1
|
|
|
65.6
|
|
|||
Other
|
|
4.3
|
|
|
8.4
|
|
|
9.2
|
|
|||
Total net product sales
|
|
11,184.6
|
|
|
9,161.1
|
|
|
7,563.8
|
|
|||
Other revenue
|
|
44.6
|
|
|
94.9
|
|
|
106.6
|
|
|||
Total revenue
|
|
$
|
11,229.2
|
|
|
$
|
9,256.0
|
|
|
$
|
7,670.4
|
|
|
|
Percent of Total Revenue
|
|
Percent of Net Accounts Receivable
|
|||||||||||
Customer
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|||||
CVS
|
|
12.0
|
%
|
|
10.7
|
%
|
|
9.8
|
%
|
|
7.9
|
%
|
|
8.2
|
%
|
McKesson Corp.
|
|
10.3
|
%
|
|
8.5
|
%
|
|
6.0
|
%
|
|
9.1
|
%
|
|
10.6
|
%
|
2016
|
|
1Q
|
|
2Q
|
|
3Q
3
|
|
4Q
|
|
Year
|
||||||||||
Total revenue
|
|
$
|
2,511.6
|
|
|
$
|
2,754.3
|
|
|
$
|
2,982.8
|
|
|
$
|
2,980.5
|
|
|
$
|
11,229.2
|
|
Gross profit
1
|
|
2,388.8
|
|
|
2,633.6
|
|
|
2,860.9
|
|
|
2,863.3
|
|
|
10,746.6
|
|
|||||
Income tax provision
|
|
120.9
|
|
|
96.9
|
|
|
85.4
|
|
|
70.1
|
|
|
373.3
|
|
|||||
Net income
|
|
800.7
|
|
|
598.2
|
|
|
171.4
|
|
|
428.9
|
|
|
1,999.2
|
|
|||||
Net income per share:
2
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
1.03
|
|
|
$
|
0.77
|
|
|
$
|
0.22
|
|
|
$
|
0.55
|
|
|
$
|
2.57
|
|
Diluted
|
|
$
|
0.99
|
|
|
$
|
0.75
|
|
|
$
|
0.21
|
|
|
$
|
0.53
|
|
|
$
|
2.49
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
780.6
|
|
|
775.6
|
|
|
775.8
|
|
|
776.8
|
|
|
777.2
|
|
|||||
Diluted
|
|
807.7
|
|
|
801.5
|
|
|
801.5
|
|
|
802.2
|
|
|
803.3
|
|
2015
|
|
1Q
|
|
2Q
|
|
3Q
4
|
|
4Q
|
|
Year
|
||||||||||
Total revenue
|
|
$
|
2,080.8
|
|
|
$
|
2,277.8
|
|
|
$
|
2,334.1
|
|
|
$
|
2,563.3
|
|
|
$
|
9,256.0
|
|
Gross profit
1
|
|
1,951.2
|
|
|
2,153.3
|
|
|
2,202.7
|
|
|
2,433.8
|
|
|
8,741.0
|
|
|||||
Income tax provision
|
|
108.2
|
|
|
114.6
|
|
|
14.2
|
|
|
184.5
|
|
|
421.5
|
|
|||||
Net income (loss)
|
|
718.9
|
|
|
356.2
|
|
|
(34.1
|
)
|
|
561.0
|
|
|
1,602.0
|
|
|||||
Net income (loss) per share:
2
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.90
|
|
|
$
|
0.45
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.71
|
|
|
$
|
2.02
|
|
Diluted
|
|
$
|
0.86
|
|
|
$
|
0.43
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.69
|
|
|
$
|
1.94
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
798.9
|
|
|
793.0
|
|
|
791.1
|
|
|
785.8
|
|
|
792.2
|
|
|||||
Diluted
|
|
834.1
|
|
|
825.3
|
|
|
791.1
|
|
|
816.5
|
|
|
824.9
|
|
1
|
Gross profit is computed by subtracting cost of goods sold (excluding amortization of acquired intangible assets) from net product sales.
|
2
|
The sum of the quarters may not equal the full year due to rounding. In addition, quarterly and full year basic and diluted earnings per share are calculated separately.
|
3
|
The decrease in net income in the third quarter of 2016 was primarily due to a
$623.3 million
research and development asset acquisition expense associated with the purchase of EngMab.
|
4
|
Net income for 2015 was a loss in the third quarter primarily due to costs related to collaborations and the acquisition of Receptos.
|
|
Page
|
(a) 1. Consolidated Financial Statements
|
|
(a) 2. Financial Statement Schedule
|
|
(a) 3. Exhibit Index
|
|
The following exhibits are filed with this report or incorporated by reference:
|
|
Exhibit
No.
|
Exhibit Description
|
|
2.1
|
|
Agreement and Plan of Merger dated as of July 14, 2015 among Receptos, Inc., Celgene Corporation and Strix Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).
|
3.1
|
|
Certificate of Incorporation of the Company, as amended June 18, 2014 (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed July 29, 2014).
|
3.2
|
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 12, 2016).
|
4.1
|
|
Contingent Value Rights Agreement, dated as of October 15, 2010, between Celgene Corporation and American Stock Transfer & Trust Company, LLC, as trustee, including the Form of CVR Certificate as Annex A (incorporated by reference to Exhibit 4.1 to the Company's Form 8-A12B filed on October 15, 2010).
|
4.2
|
|
Indenture, dated as of October 7, 2010, relating to the 2.450% Senior Notes due 2015, 3.950% Senior Notes due 2020 and 5.700% Senior Notes due 2040, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on October 7, 2010).
|
4.3
|
|
Indenture, dated as of August 9, 2012, relating to the 1.900% Senior Notes due 2017 and 3.250% Senior Notes due 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 9, 2012).
|
4.4
|
|
Indenture, dated as of August 6, 2013, relating to the 2.300% Senior Notes due 2018, 4.000% Senior Notes due 2023 and the 5.250% Senior Notes due 2043, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 6, 2013).
|
4.5
|
|
Indenture, dated as of May 15, 2014, relating to the 2.250% Senior Notes due 2019, 3.625% Senior Notes due 2024 and the 4.625% Senior Notes due 2044, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 15, 2014).
|
4.6
|
|
Indenture, dated as of August 12, 2015, relating to the 2.125% Senior Notes due 2018, 2.875% Senior Notes due 2020, 3.550% Senior Notes due 2022, 3.875% Senior Notes due 2025 and the 5.000% Senior Notes due 2045, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 12, 2015).
|
4.7
|
|
Form of 3.950% Senior Notes due 2020 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on October 7, 2010).
|
4.8
|
|
Form of 5.700% Senior Notes due 2040 (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on October 7, 2010).
|
Exhibit
No.
|
Exhibit Description
|
|
4.9
|
|
Form of 1.900% Senior Notes due 2017 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 9, 2012).
|
4.10
|
|
Form of 3.250% Senior Notes due 2022 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 9, 2012).
|
4.11
|
|
Form of 2.300% Senior Notes due 2018 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 6, 2013).
|
4.12
|
|
Form of 4.000% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 6, 2013).
|
4.13
|
|
Form of 5.250% Senior Notes due 2043 (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on August 6, 2013).
|
4.14
|
|
Form of 2.250% Senior Notes due 2019 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 15, 2014).
|
4.15
|
|
Form of 3.625% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on May 15, 2014).
|
4.16
|
|
Form of 4.625% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on May 15, 2014).
|
4.17
|
|
Form of 2.125% Senior Notes due 2018 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 12, 2015).
|
4.18
|
|
Form of 2.875% Senior Notes due 2020 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 12, 2015).
|
4.19
|
|
Form of 3.550% Senior Notes due 2022 (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on August 12, 2015).
|
4.20
|
|
Form of 3.875% Senior Notes due 2025 (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on August 12, 2015).
|
4.21
|
|
Form of 5.000% Senior Notes due 2045 (incorporated by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed on August 12, 2015).
|
10.1+
|
|
1992 Long-Term Incentive Plan (incorporated by reference to Exhibit A to the Company's Proxy Statement dated May 30, 1997), as amended by Amendment No. 1 thereto, effective as of June 22, 1999 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002).
|
10.2+
|
|
1995 Non Employee Directors' Incentive Plan (incorporated by reference to Exhibit A to the Company's Proxy Statement, dated May 24, 1999), as amended by Amendment No. 1 thereto, effective as of June 22, 1999 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002), as further amended by Amendment No. 2 thereto, effective as of April 18, 2000 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002), as further amended by Amendment No. 3 thereto, effective as of April 23, 2003 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005), as further amended by Amendment No. 4 thereto, effective as of April 5, 2005 (incorporated by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8 (No. 333-126296)), as amended by Amendment No. 5 thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007), as further amended by Amendment No. 6 thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008).
|
10.3+
|
|
Form of Indemnification Agreement between the Company and each officer and director of the Company (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996).
|
10.4+
|
|
Amended and Restated Employment Agreement effective May 1, 2006 between the Company and Robert J. Hugin (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006), as amended by Amendment No. 1 thereto, effective as of December 31, 2008 (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008), as further amended by Amendment No. 2 thereto, effective as of June 16, 2010 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on June 18, 2010), as further amended by Amendment No. 3 thereto, effective as of April 16, 2014 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 3, 2016), as further amended by Amendment No. 4 thereto, effective as of March 1, 2016 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 3, 2016).
|
Exhibit
No.
|
Exhibit Description
|
|
10.5+
|
|
Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 15, 2015) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 18, 2015), as amended on February 10, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 15, 2016).
|
10.6
|
|
Development and License Agreement between the Company and Novartis Pharma AG, dated April 19, 2000 (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000).
|
10.7
|
|
Collaborative Research and License Agreement between the Company and Novartis Pharma AG, dated December 20, 2000 (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000).
|
10.8+
|
|
Celgene Corporation 2005 Deferred Compensation Plan, effective as of January 1, 2005 (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004), as amended and restated, effective January 1, 2008 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed on May 12, 2008).
|
10.9
|
|
Technical Services Agreement among the Company, Celgene UK Manufacturing II, Limited (f/k/a Penn T Limited), Penn Pharmaceutical Services Limited and Penn Pharmaceutical Holding Limited, dated October 21, 2004 (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004).
|
10.10†
|
|
Distribution Services and Storage Agreement between the Company and Sharp Corporation, dated January 1, 2005 (certain portions of the agreement have been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment, which has been granted) (incorporated by reference to Exhibit 10.53 to the Company's Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.11
|
|
Non-Competition, Non-Solicitation and Confidentiality Agreement between Celgene Corporation and Dr. Patrick Soon-Shiong, dated as of June 30, 2010 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on July 1, 2010).
|
10.12
|
|
Stockholders' Agreement among Celgene Corporation, Dr. Patrick Soon-Shiong, California Capital LP, Patrick Soon-Shiong 2009 GRAT 1, Patrick Soon-Shiong 2009 GRAT 2, Michele B. Soon-Shiong GRAT 1, Michele B. Soon-Shiong GRAT 2, Soon-Shiong Community Property Revocable Trust, California Capital Trust and Michele B. Chan Soon-Shiong, dated as of June 30, 2010 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on July 1, 2010).
|
10.13+
|
|
Letter Agreement between the Company and Jacqualyn A. Fouse, dated August 18, 2010 (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on August 27, 2010).
|
10.14
|
|
Second Amended and Restated Credit Agreement among Celgene Corporation, the lender parties named therein, and Citibank, N.A., as administrative agent, dated as of April 17, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 20, 2015), as amended by FIRST AMENDMENT thereto dated as of July 29, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 3, 2016), as further amended by AMENDMENT NO. 2 thereto dated as of April 18, 2016 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 3, 2016).
|
10.15+
|
|
Celgene Corporation Management Incentive Plan (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013).
|
10.16*+
|
|
Form of Stock Option Agreement.
|
10.17*+
|
|
Form of Restricted Stock Unit Agreement.
|
10.18+
|
|
Letter agreement with Mark J. Alles (incorporated by reference to Exhibit 10. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
10.19*+
|
|
Letter agreement with Rupert Vessey.
|
10.20†
|
|
License Agreement among the Company, Celgene Alpine Investment Company II LLC and Nogra Pharma Limited, dated as of April 23, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2014).
|
10.21+
|
|
Letter Agreement between the Company and Peter N. Kellogg, dated May 21, 2014 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on May 22, 2014).
|
10.22+
|
|
Letter Agreement between the Company and Scott Smith, dated July 27, 2015 (incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 10-Q filed on July 28, 2015).
|
10.23*+
|
|
Form of Performance Stock Unit Agreement.
|
21.1*
|
|
List of Subsidiaries.
|
23.1*
|
|
Consent of KPMG LLP.
|
Exhibit
No.
|
Exhibit Description
|
|
24.1*
|
|
Power of Attorney
|
31.1*
|
|
Certification by the Company's Chief Executive Officer.
|
31.2*
|
|
Certification by the Company's Chief Financial Officer.
|
32.1*
|
|
Certification by the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
|
32.2*
|
|
Certification by the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
|
101*
|
|
The following materials from Celgene Corporation's Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity and (vi) Notes to Consolidated Financial Statements.
|
|
|
CELGENE CORPORATION
|
||
|
|
By:
|
|
/s/ Mark J. Alles
Mark J. Alles
Chief Executive Officer
(principal executive officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Robert J. Hugin
Robert J. Hugin
|
|
Executive Chairman of the Board
|
|
February 10, 2017
|
/s/ Mark J. Alles
Mark J. Alles
|
|
Chief Executive Officer (principal executive officer)/Director
|
|
February 10, 2017
|
/s/ Jacqualyn A. Fouse
Jacqualyn A. Fouse
|
|
President and Chief Operating Officer/Director
|
|
February 10, 2017
|
/s/ Peter N. Kellogg
Peter N. Kellogg
|
|
Chief Financial Officer
(principal financial and accounting officer)
|
|
February 10, 2017
|
*
Richard W. Barker
|
|
Director
|
|
February 10, 2017
|
*
Michael W. Bonney
|
|
Director
|
|
February 10, 2017
|
*
Michael D. Casey
|
|
Director
|
|
February 10, 2017
|
*
Carrie S. Cox
|
|
Director
|
|
February 10, 2017
|
*
Michael A. Friedman
|
|
Director
|
|
February 10, 2017
|
*
Julia A. Haller
|
|
Director
|
|
February 10, 2017
|
*
Gilla Kaplan
|
|
Director
|
|
February 10, 2017
|
*
James Loughlin
|
|
Director
|
|
February 10, 2017
|
*
Ernest Mario
|
|
Director
|
|
February 10, 2017
|
|
|
|
|
|
Year ended December 31,
|
|
Balance at
Beginning of
Year
|
|
Charged
to Expense or
Sales
|
|
Deductions
|
|
Balance at
End of Year
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
2016:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
18.1
|
|
|
$
|
1.0
|
|
|
$
|
4.1
|
|
|
$
|
15.0
|
|
Allowance for customer discounts
|
|
12.2
|
|
|
153.5
|
|
1
|
149.8
|
|
|
15.9
|
|
||||
Subtotal
|
|
30.3
|
|
|
154.5
|
|
|
153.9
|
|
|
30.9
|
|
||||
Allowance for sales returns
|
|
17.4
|
|
|
10.7
|
|
1
|
10.4
|
|
|
17.7
|
|
||||
Total
|
|
$
|
47.7
|
|
|
$
|
165.2
|
|
|
$
|
164.3
|
|
|
$
|
48.6
|
|
2015:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
20.6
|
|
|
$
|
(0.1
|
)
|
|
$
|
2.4
|
|
|
$
|
18.1
|
|
Allowance for customer discounts
|
|
11.5
|
|
|
111.7
|
|
1
|
111.0
|
|
|
12.2
|
|
||||
Subtotal
|
|
32.1
|
|
|
111.6
|
|
|
113.4
|
|
|
30.3
|
|
||||
Allowance for sales returns
|
|
10.2
|
|
|
16.3
|
|
1
|
9.1
|
|
|
17.4
|
|
||||
Total
|
|
$
|
42.3
|
|
|
$
|
127.9
|
|
|
$
|
122.5
|
|
|
$
|
47.7
|
|
2014:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
27.9
|
|
|
$
|
(2.7
|
)
|
|
$
|
4.6
|
|
|
$
|
20.6
|
|
Allowance for customer discounts
|
|
12.1
|
|
|
87.9
|
|
1
|
88.5
|
|
|
11.5
|
|
||||
Subtotal
|
|
40.0
|
|
|
85.2
|
|
|
93.1
|
|
|
32.1
|
|
||||
Allowance for sales returns
|
|
15.5
|
|
|
2.5
|
|
1
|
7.8
|
|
|
10.2
|
|
||||
Total
|
|
$
|
55.5
|
|
|
$
|
87.7
|
|
|
$
|
100.9
|
|
|
$
|
42.3
|
|
1
|
Amounts are a reduction from gross sales.
|
Vesting Date
|
Number of Shares of Common Stock Issuable Upon Exercise of the Vested Installment of this Option as NQs
|
%%VEST_DATE_PERIOD1,’DD-Month-YYYY’%-%
|
%%SHARES_PERIOD1,’999,999,999’%-%
|
%%VEST_DATE_PERIOD2,’DD-Month-YYYY’%-%
|
%%SHARES_PERIOD2,’999,999,999’%-%
|
%%VEST_DATE_PERIOD3,’DD-Month-YYYY’%-%
|
%%SHARES_PERIOD3,’999,999,999’%-%
|
%%VEST_DATE_PERIOD4,’DD-Month-YYYY’%-%
|
%%SHARES_PERIOD4,’999,999,999’%-%
|
1.
|
Vesting
.
|
Vesting Date
|
Number of RSUs Vesting
|
%%VEST_DATE_PERIOD1,’DD-Month-YYYY’%-%
|
%%SHARES_PERIOD1,’999,999,999’%-%
|
%%VEST_DATE_PERIOD2,’dd-month-yyyy’%-%
|
%%SHARES_PERIOD2,’999,999,999’%-%
|
%%VEST_DATE_PERIOD3,’dd-month-yyyy’%-%
|
%%SHARES_PERIOD3,’999,999,999’%-%
|
%%VEST_DATE_PERIOD4,’dd-month-yyyy’%-%
|
%%SHARES_PERIOD4,’999,999,999’%-%
|
14.
|
Miscellaneous
.
|
Name
|
S.J. Rupert Vessey
|
||||||
Job Title
|
President, Research & Early Development
|
||||||
Base Salary
|
$675,000
|
Effective January 8, 2016
|
|||||
Bonus Target
|
70%
|
Effective January 8, 2016
|
|||||
Annual Equity Award
|
Stock Options
|
Restricted Stock Units
|
Effective February 9, 2016
|
||||
51,624
|
6,731
|
||||||
Performance Equity
|
Stock Options
|
Restricted Stock Units
|
Effective October 18, 2016
|
||||
18,304
|
5,369
|
||||||
Cash Long-Term Incentive Plan
|
Threshold
|
Target
|
Maximum
|
Effective December 15, 2015
|
|||
$287,500
|
$575,000
|
$1,150,000
|
|||||
Severance Benefit
|
Lump sum 12 months of base salary
Lump sum 12 months of bonus at target
12 months COBRA benefit at active employee rates, less applicable taxes
|
In the event of involuntary termination for reasons other than cause
|
|||||
"Double Trigger" due to Change in Control
|
All severance benefits
Unvested RSUs and Options would fully vest
Change in control payments would be reduced to avoid 280G excise tax, if beneficial to employee
|
In the event of position elimination due to change in control
|
|||||
Financial Planning Benefit
|
Up to $15,000 per year
|
Reimbursement of reasonable and customary fees associated with financial planning and/or tax preparation/advice
|
|||||
Acknowledged and agreed:
|
On behalf of Celgene Corporation:
|
||||||
/s/ Rupert Vessey
|
February 6, 2017
|
/s/ Mark J. Alles
|
February 1, 2017
|
||||
S.J. Rupert Vessey
|
Date
|
|
Mark J. Alles
|
Date
|
4.
|
Disposition of Common Stock Acquired upon Settlement
.
|
16.
|
Miscellaneous
.
|
Vesting Chart
(See the Glossary below for the meaning of acronyms used in the Vesting Chart)
|
||
Achievement Level
|
Performance Goals
|
Percentage of Units Vested
|
Threshold
|
Revenue (37.5% weighting): $12,617.1
EPS (37.5% weighting): $7.29/share
RTSR (25% weighting): 35
th
percentile
|
50%
|
Target
|
Revenue (37.5% weighting): $14,019.0
EPS (37.5% weighting): $8.10/share
RTSR (25% weighting): 50
th
percentile
|
100%
|
Maximum
|
Revenue (37.5% weighting): $15,420.9
EPS (37.5% weighting): $8.91/share
RTSR (25% weighting): 80
th
percentile
|
200%
|
Name
|
State or Other Jurisdiction of Incorporation
|
Abraxis Bioscience Australia Pty Ltd.
|
Australia
|
Abraxis BioScience International Holding Company, Inc.
|
Delaware
|
Abraxis BioScience Puerto Rico, LLC
|
Puerto Rico
|
Abraxis BioScience, Inc.
|
Delaware
|
Abraxis BioScience, LLC
|
Delaware
|
Acetylon Pharmaceuticals, Inc
|
Delaware
|
AHI Investment, LLC
|
Delaware
|
Anthrogenesis Corporation
|
New Jersey
|
Apoptos, Inc.
|
Delaware
|
Cabrellis Pharmaceuticals Corp.
|
Delaware
|
Celgene Kft
|
Hungary
|
Celgene Ab
|
Finland
|
Celgene AB
|
Sweden
|
Celgene Alpine Investment Co. III, LLC
|
Delaware
|
Celgene Alpine Investment Co. II, LLC
|
Delaware
|
Celgene Alpine Investment Co., LLC
|
Delaware
|
Celgene ApS
|
Denmark
|
Celgene AS
|
Norway
|
Celgene Brasil Productos Farmaceuticos Ltda.
|
Brazil
|
Celgene BV
|
Netherlands
|
Celgene BVBA
|
Belgium
|
Celgene CAR Ltd
|
Bermuda
|
Celgene CAR LLC
|
Delaware
|
Celgene Chemicals Sarl
|
Switzerland
|
Celgene Co.
|
South Korea
|
Celgene Europe, Limited
|
United Kingdom
|
Celgene European Investment Co. LLC
|
Delaware
|
Celgene FZE
|
Dubai
|
Celgene GmbH
|
Austria
|
Celgene GmbH
|
Germany
|
Celgene GmbH
|
Switzerland
|
Celgene Holdings East Corp.
|
New Jersey
|
Celgene Holdings II Sarl
|
Switzerland
|
Celgene Holdings III Sarl
|
Switzerland
|
Celgene Inc.
|
Canada
|
Celgene International Holdings Corporation
|
Delaware
|
Celgene International II Sarl
|
Switzerland
|
Celgene International SARL
|
Switzerland
|
Celgene International, Inc.
|
Delaware
|
Celgene KK
|
Japan
|
Celgene Limited
|
Hong Kong
|
Celgene Limited
|
Ireland
|
Celgene Limited
|
Taiwan
|
Celgene Limited
|
United Kingdom
|
Celgene Limited
|
New Zealand
|
Celgene llac Pazarlama ve Tic.Ltd. Sti.
|
Turkey
|
Celgene Logistics Sarl
|
Switzerland
|
Celgene Ltd
|
Thailand
|
Celgene Luxembourg SARL
|
Luxembourg
|
Celgene Management Sarl
|
Switzerland
|
Celgene Netherlands BV
|
Netherlands
|
Celgene Netherlands II BV
|
Netherlands
|
Celgene Netherlands Investment, B.V.
|
Netherlands
|
Celgene NJ Investment Co.
|
New Jersey
|
Celgene Pharmaceuticals Information Consulting Co., Ltd (Shanghai)
|
China
|
Celgene PTE Ltd
|
Singapore
|
Celgene Pty Limited
|
Australia
|
Celgene Puerto Rico Distribution LLC
|
Puerto Rico
|
Celgene Quanticel Research, Inc.
|
Delaware
|
Celgene R&D Sarl
|
Switzerland
|
Celgene Receptos Limited
|
United Kingdom
|
Celgene Receptos Sarl
|
Switzerland
|
Celgene Research and Development, LLC
|
Delaware
|
Celgene Research and Development I ULC
|
Canada
|
Celgene Research Investment Company II, LLC
|
Delaware
|
Celgene Research, SL
|
Spain
|
Celgene RIVOT II Ltd.
|
Bermuda
|
Celgene RIVOT III Ltd.
|
Bermuda
|
Celgene RIVOT LLC
|
Delaware
|
Celgene RIVOT Ltd.
|
Bermuda
|
Celgene S.L.
|
Spain
|
Celgene SAS
|
France
|
Celgene Sàrl AU
|
Morocco
|
Celgene Sdn. Bhd.
|
Malaysia
|
Celgene Services Sarl
|
Switzerland
|
Celgene Sociedade Unipessoal Lda
|
Portugal
|
Celgene sp. zoo
|
Poland
|
Celgene Srl
|
Italy
|
Celgene sro
|
Czech Republic
|
Celgene sro
|
Slovakia
|
Celgene Summit Investment Co
|
New Jersey
|
Celgene Switzerland Holdings Sarl
|
Switzerland
|
Celgene Switzerland Investment Sarl
|
Switzerland
|
Celgene Switzerland LLC
|
Delaware
|
Celgene Switzerland II LLC
|
Delaware
|
Celgene Switzerland SA
|
Switzerland
|
Celgene UK Distribution Limited
|
United Kingdom
|
Celgene UK Holdings, Limited
|
United Kingdom
|
Celgene UK Manufacturing II, Limited
|
United Kingdom
|
Celgene UK Manufacturing III, Limited
|
United Kingdom
|
Celgene UK Manufacturing, Limited
|
United Kingdom
|
Celgene, S. de R.l. de C.V.
|
Mexico
|
Celgene Tri A Holdings Ltd
|
Bermuda
|
Celgene Tri Sarl
|
Switzerland
|
Celmed LLC
|
Delaware
|
Celmed Ltd.
|
Bermuda
|
Cenomed BioSciences, LLC
|
Delaware
|
CHT I LLC
|
Delaware
|
CHT II LLC
|
Delaware
|
CHT III LLC
|
Delaware
|
CHT IV LLC
|
Delaware
|
CR Finance Company LLC
|
Delaware
|
Crosp Ltd.
|
Bermuda
|
Deuteria Pharmaceuticals, Inc.
|
Delaware
|
EngMab Sarl
|
Switzerland
|
Global Strategic Partners, LLC
|
Delaware
|
Gloucester Pharmaceuticals, LLC
|
Delaware
|
Morris Avenue Investment II, LLC
|
New Jersey
|
Morris Avenue Investment LLC
|
New Jersey
|
Pharmion LLC
|
Delaware
|
Receptos LLC
|
Delaware
|
Receptos Services LLC
|
Delaware
|
Resuscitation Technologies, LLC
|
Delaware
|
Seamair Insurance DAC
|
Ireland
|
Signal Pharmaceuticals, LLC
|
California
|
Summit West Celgene LLC
|
Delaware
|
SPV A Holdings ULC
|
Canada
|
VivoRx Autoimmune, Inc.
|
California
|
1096271 BC ULC
|
Canada
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Richard W. Barker
Richard W. Barker
|
|
Director
|
|
February 9, 2017
|
/s/ Michael W. Bonney
Michael W. Bonney
|
|
Director
|
|
February 6, 2017
|
/s/ Michael D. Casey
Michael D. Casey
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Director
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February 6, 2017
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/s/ Carrie S. Cox
Carrie S. Cox
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Director
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February 4, 2017
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/s/ Michael A. Friedman
Michael A. Friedman
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Director
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February 3, 2017
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/s/ Julia A. Haller
Julia A. Haller
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Director
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February 3, 2017
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/s/ Gilla Kaplan
Gilla Kaplan
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Director
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February 2, 2017
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/s/ James Loughlin
James Loughlin
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Director
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February 8, 2017
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/s/ Ernest Mario
Ernest Mario
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Director
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February 6, 2017
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1.
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I have reviewed this annual report on Form 10-K of Celgene Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Mark J. Alles
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Mark J. Alles
Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Celgene Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Peter N. Kellogg
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Peter N. Kellogg
Executive Vice President
Chief Financial Officer
(principal financial and accounting officer)
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Date:
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February 10, 2017
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/s/ Mark J. Alles
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Mark J. Alles
Chief Executive Officer
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Date:
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February 10, 2017
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/s/ Peter N. Kellogg
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Peter N. Kellogg
Executive Vice President
Chief Financial Officer
(principal financial and
accounting officer)
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