(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.
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Principal Accountant Fees and Services.
|
Item No.
|
|
Page
|
|
Disease
|
Geographic Approvals
|
Multiple myeloma (MM), in combination with dexamethasone, in patients who have received at least one prior therapy
|
* United States
* European Union
* Japan
* Other international markets
|
Myelodysplastic syndromes (MDS)
|
|
Transfusion-dependent anemia due to low- or intermediate-1-risk MDS associated with a deletion 5q abnormality with or without additional cytogenetic abnormalities
|
* United States
* Other international markets
|
Transfusion-dependent anemia due to low- or intermediate-1-risk MDS in patients with isolated deletion 5q cytogenetic abnormality when other options are insufficient or inadequate
|
* European Union (Approved June 2013)
|
MDS with a deletion 5q cytogenetic abnormality. The efficacy or safety of REVLIMID for International Prognostic Scoring System (IPSS) intermediate-2 or high risk MDS has not been established.
|
* Japan
|
Mantle cell lymphoma (MCL) in patients whose disease has relapsed or progressed after two prior therapies, one of which included bortezomib.
|
* United States (Approved June 2013)
|
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
|
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
* Other international markets
|
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
* Other international markets
|
NSCLC
|
* Japan (Approved February 2013)
|
Metastatic adenocarcinoma of the pancreas, a form of pancreatic cancer, as first line treatment in combination with gemcitabine
|
* United States (Approved September 2013)
* European Union (Approved December 2013)
|
Gastric cancer
|
* Japan (Approved February 2013)
|
Area of Research
|
|
Status
|
|
Entered Current Status
|
||
Multiple Myeloma (MM)
|
|
|
|
|
||
REVLIMID
®
|
|
Relapsed/refractory
|
|
Post-approval research
1
|
|
2006
|
|
|
Newly diagnosed
|
|
Phase III
|
|
2008
|
|
|
Maintenance
|
|
Phase III
|
|
2004
|
POMALYST
®
/IMNOVID
®
|
|
Relapsed/refractory
2
|
|
Post-approval research
1
|
|
February 2013
|
THALOMID
®
/Thalidomide Celgene
TM
|
|
Newly diagnosed
|
|
Post-approval research
1
|
|
2006
|
Anti-CD38 Antibody: MOR202
3
|
|
Relapsed/refractory
|
|
Phase I
|
|
2011
|
|
|
|
|
|
|
|
Myelodysplastic Syndromes (MDS)
|
|
|
|
|
||
VIDAZA
®
|
|
.
|
|
Post-approval research
1
|
|
2004
|
REVLIMID
®
|
|
Deletion 5q
|
|
Post-approval research
1
|
|
2005
|
|
|
Non-deletion 5q
|
|
Phase III
|
|
2010
|
CC-486
|
|
Lower-risk
|
|
Phase III
|
|
May 2013
|
|
|
Post HSC transplant
|
|
Phase I/II
|
|
October 2013
|
|
|
|
|
|
|
|
Acute Myeloid Leukemia (AML)
|
|
|
|
|
||
VIDAZA
®
|
|
AML (20%-30% blasts) (EU)
|
|
Post-approval research
1
|
|
2008
|
|
|
AML (>30% blasts) (EU)
|
|
Phase III
|
|
2010
|
REVLIMID
®
& VIDAZA
®
|
|
.
|
|
Phase II
|
|
September 2013
|
CC-486
|
|
Post-induction AML maintenance
|
|
Phase III
|
|
May 2013
|
|
|
Post HSC transplant
|
|
Phase I/II
|
|
October 2013
|
DOT 1L Inhibitor: EPZ-5676
4
|
|
.
|
|
Phase I
|
|
2012
|
Area of Research
|
|
Status
|
|
Entered Current Status
|
||
Lymphoma
|
|
|
|
|
||
ISTODAX
®
|
|
Cutaneous T-cell lymphoma (US)
5
|
|
Post-approval research
1
|
|
2009
|
|
|
Peripheral T-cell lymphoma: Relapsed/refractory (US)
5
|
|
Post-approval research
1
|
|
2011
|
|
|
Peripheral T-cell lymphoma: Relapsed/refractory (Japan)
|
|
Phase II
|
|
March 2013
|
|
|
Peripheral T-cell lymphoma: First-line
|
|
Phase III
|
|
January 2013
|
REVLIMID
®
|
|
Mantle cell lymphoma: Relapsed/refractory (US)
|
|
Post-approval research
1
|
|
June 2013
|
|
|
Mantle cell lymphoma: Relapsed/refractory (EU)
|
|
Phase II
|
|
2009
|
|
|
Diffuse large B-cell: Maintenance
|
|
Phase III
|
|
2009
|
|
|
Diffuse large B-cell: Relapsed/refractory
|
|
Phase II/III
|
|
2010
|
|
|
Relapsed/refractory indolent lymphoma
|
|
Phase III
|
|
September 2013
|
|
|
Follicular lymphoma: First-line
|
|
Phase III
|
|
2011
|
|
|
Adult T-cell leukemia-lymphoma (Japan)
|
|
Phase II
|
|
2012
|
CC-292
|
|
.
|
|
Phase I
|
|
2012
|
CC-122
|
|
Diffuse large B-cell lymphoma
|
|
Phase Ib
|
|
January 2014
|
|
|
|
|
|
||
Chronic Lymphocytic Leukemia (CLL)
|
|
|
|
|
||
REVLIMID
®
|
|
Maintenance
|
|
Phase III
|
|
2009
|
CC-292
|
|
.
|
|
Phase I
|
|
2012
|
|
|
|
|
|
|
|
Anemias
|
|
|
|
|
||
sotatercept (ACE-011)
6
|
|
Renal anemia with metabolic bone disease
|
|
Phase II
|
|
2010
|
|
|
Diamond blackfan anemia
|
|
Phase II
|
|
2012
|
|
|
Beta-thalassemia
|
|
Phase II
|
|
2012
|
|
|
MDS
|
|
Phase II
|
|
2012
|
ACE-536
6
|
|
Beta-thalassemia
|
|
Phase II
|
|
January 2013
|
|
|
MDS
|
|
Phase II
|
|
January 2013
|
|
|
|
|
|
|
|
Solid Tumors
|
|
|
|
|
||
ABRAXANE
®
|
|
Breast: Metastatic
|
|
Post-approval research
1
|
|
2005
|
|
|
Breast: Metastatic (first-line, triple negative)
|
|
Phase II/III
|
|
September 2013
|
|
|
Non-small cell lung: Advanced (first-line) (US, Japan)
|
|
Post-approval research
1
|
|
2012
|
|
|
Pancreatic: Advanced (first-line) (US)
|
|
Post-approval research
1
|
|
September 2013
|
|
|
Pancreatic: Advanced (first-line) (EU)
|
|
Post-approval research
1
|
|
December 2013
|
|
|
Gastric: Metastatic (Japan)
8
|
|
Post-approval research
1,7
|
|
February 2013
|
CC-223
|
|
.
|
|
Phase I
|
|
2012
|
CC-115
|
|
.
|
|
Phase I
|
|
2011
|
CC-122
|
|
.
|
|
Phase I
|
|
2011
|
CC-486
|
|
.
|
|
Phase I
|
|
2011
|
Area of Research
|
|
Status
|
|
Entered Current Status
|
||
Anti-Inflammatory
|
|
|
|
|
||
OTEZLA
®
(apremilast)
|
|
Psoriatic arthritis
|
|
Regulatory filing and approval
|
|
March 2013
|
|
|
Psoriasis
|
|
Regulatory filing and approval
|
|
September 2013
|
|
|
Ankylosing spondylitis
|
|
Phase III
|
|
2012
|
|
|
Behçet's disease
|
|
Phase II
|
|
2009
|
|
|
Rheumatoid arthritis
|
|
Phase II
|
|
2010
|
POMALYST
®
/IMNOVID
®
|
|
Systemic sclerosis
|
|
Phase II
|
|
March 2013
|
CC-220
|
|
.
|
|
Phase I
|
|
January 2013
|
|
|
|
|
|
|
|
Cellular Therapies
|
|
|
|
|
||
PDA-001
|
|
Crohn's disease
|
|
Phase I
|
|
February 2013
|
PDA-002
|
|
Peripheral artery disease/Diabetic foot ulcers
|
|
Phase I
|
|
June 2013
|
UCB+HPDSC
®
|
|
Transplants
|
|
Phase I
|
|
April 2013
|
|
|
U.S.
1
|
|
Europe
|
REVLIMID
®
brand drug
|
|
2027
|
|
2024
|
(U.S. and European Patent Office (EPO) drug substance patents)
|
|
|
|
|
THALOMID
®
brand drug
|
|
2023
|
|
2019
|
(Use and/or drug product patents)
|
|
|
|
|
VIDAZA
®
brand drug
|
|
2011
|
|
2018
|
(U.S. and EMA regulatory exclusivities only)
|
|
|
|
|
ABRAXANE
®
brand drug
|
|
2026
|
|
2022
|
(U.S. use and EPO use/drug product patents)
|
|
|
|
|
ISTODAX
®
brand drug
|
|
2021
|
|
*
|
(U.S. drug substance patents)
|
|
|
|
|
POMALYST
®
/IMNOVID
®
brand drug
|
|
2024
2
|
|
2023
3
|
(U.S. use patent)
|
|
|
|
|
(EMA regulatory exclusivity)
|
|
|
|
|
FOCALIN
®
brand drug
|
|
2015
|
|
N/A
|
(U.S. use patents)
|
|
|
|
|
FOCALIN XR
®
brand drug
|
|
2015
|
|
2018
|
(U.S. use patents)
|
|
|
|
|
(EPO drug product patent)
|
|
|
|
|
OTEZLA
®
brand drug
|
|
2024
4
|
|
2024
5
|
1
|
The patents covering these drugs include patents listed in the U.S. Orange Book. The date provided reflects the last-to-expire 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
|
Application for patent term extension through June 2025 pending.
|
3
|
Patent application pending, receipt of which would likely extend exclusivity beyond 2023.
|
4
|
Application for patent term extension of up to five years will be made upon marketing approval.
|
5
|
Patent grant pending, receipt of which would extend exclusivity through 2024.
|
•
|
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 protection;
|
•
|
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 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 other international regulatory agency 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 are subject to 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 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
|
•
|
premature or mandated disclosures of clinical trial or other data.
|
•
|
Hematology and Oncology: Amgen, AstraZeneca, Bristol-Myers-Squibb, Eisai, Gilead, Johnson & Johnson, Novartis, Pharmacyclics, Roche/Genentech, Sanofi and Takeda.
|
•
|
Inflammation and Immunology: AbbVie, Amgen, Biogen Idec, Eisai, Johnson & Johnson, Merck, 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 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; and
|
•
|
the failure to obtain or maintain satisfactory drug reimbursement rates by governmental or third-party payers.
|
•
|
demands on management related to the increase in our size after the 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 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, if any, of the CVRs;
|
•
|
if the clinical approval milestones or net sales targets specified in the CVR Agreement are not achieved for any reason within the time periods specified therein, no payment will be made under the CVRs 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, if any, of the CVRs.
|
Location
|
|
Primary Usage
|
|
Approximate
Square Feet
|
|
Summit, New Jersey
|
|
Administration, marketing, research
|
|
400,000
|
|
Boudry, Switzerland
|
|
Manufacturing, administration and warehousing
|
|
266,500
|
|
Phoenix, Arizona
|
|
Manufacturing and warehousing
|
|
247,000
|
|
Zofingen, Switzerland
|
|
Manufacturing
|
|
12,000
|
|
Location
|
|
Primary Usage
|
|
Approximate
Square Feet
|
|
Berkeley Heights, New Jersey
|
|
Office space
|
|
337,800
|
|
Warren, New Jersey
|
|
Office space and research
|
|
177,600
|
|
San Diego, California
|
|
Research
|
|
171,900
|
|
Basking Ridge, New Jersey
|
|
Office space
|
|
95,900
|
|
San Francisco, California
|
|
Office space and research
|
|
55,900
|
|
Durham, North Carolina
|
|
Clinical trial management
|
|
36,000
|
|
Overland Park, Kansas
|
|
Office space
|
|
29,600
|
|
Cedar Knolls, New Jersey
|
|
Office space and stem cell recovery
|
|
25,300
|
|
Bedford, Massachusetts
|
|
Office space
|
|
23,000
|
|
Los Angeles, California
|
|
Office space
|
|
9,900
|
|
Dallas, Texas
|
|
Office space
|
|
3,000
|
|
Destin, Florida
|
|
Office space
|
|
1,600
|
|
|
|
High
|
|
Low
|
||||
2013:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
173.80
|
|
|
$
|
142.10
|
|
Third Quarter
|
|
156.04
|
|
|
118.15
|
|
||
Second Quarter
|
|
131.82
|
|
|
110.53
|
|
||
First Quarter
|
|
116.95
|
|
|
79.75
|
|
||
2012:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
82.78
|
|
|
$
|
71.23
|
|
Third Quarter
|
|
78.63
|
|
|
61.89
|
|
||
Second Quarter
|
|
80.42
|
|
|
58.53
|
|
||
First Quarter
|
|
78.83
|
|
|
66.28
|
|
|
|
Cumulative Total Return
|
||||||||||||||||||||||
|
|
12/08
|
|
12/09
|
|
12/10
|
|
12/11
|
|
12/12
|
|
12/13
|
||||||||||||
Celgene Corporation
|
|
$
|
100.00
|
|
|
$
|
100.72
|
|
|
$
|
106.98
|
|
|
$
|
122.29
|
|
|
$
|
141.95
|
|
|
$
|
305.66
|
|
S&P 500
|
|
100.00
|
|
|
125.92
|
|
|
144.58
|
|
|
147.60
|
|
|
171.04
|
|
|
225.85
|
|
||||||
NASDAQ Composite
|
|
100.00
|
|
|
145.05
|
|
|
171.14
|
|
|
169.83
|
|
|
199.89
|
|
|
279.63
|
|
||||||
NASDAQ Biotechnology
|
|
100.00
|
|
|
115.93
|
|
|
134.42
|
|
|
150.63
|
|
|
199.91
|
|
|
331.72
|
|
Period
|
|
Total Number of
Shares Purchased
|
|
Average Price Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Approximate Dollar
Value of Shares That
Still Could Be Purchased
Under the Plans or
Programs
|
||||||
October 1 - October 31
|
|
975,000
|
|
|
$
|
154.86
|
|
|
975,000
|
|
|
$
|
2,638,566,036
|
|
November 1 - November 30
|
|
1,627,900
|
|
|
$
|
152.22
|
|
|
1,627,900
|
|
|
$
|
2,390,759,137
|
|
December 1 - December 31
|
|
1,950,800
|
|
|
$
|
165.47
|
|
|
1,950,800
|
|
|
$
|
2,067,961,325
|
|
|
|
Years ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Consolidated Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
6,493.9
|
|
|
$
|
5,506.7
|
|
|
$
|
4,842.1
|
|
|
$
|
3,625.7
|
|
|
$
|
2,689.9
|
|
Costs and operating expenses
|
|
4,685.0
|
|
|
3,760.3
|
|
|
3,399.4
|
|
|
2,636.1
|
|
|
1,848.4
|
|
|||||
Operating income
|
|
1,808.9
|
|
|
1,746.4
|
|
|
1,442.7
|
|
|
989.6
|
|
|
841.5
|
|
|||||
Interest and investment income, net
|
|
22.0
|
|
|
15.3
|
|
|
25.9
|
|
|
44.7
|
|
|
76.8
|
|
|||||
Interest (expense)
|
|
(91.6
|
)
|
|
(63.2
|
)
|
|
(42.7
|
)
|
|
(12.6
|
)
|
|
(2.0
|
)
|
|||||
Other income (expense), net
|
|
(73.9
|
)
|
|
(17.0
|
)
|
|
(6.4
|
)
|
|
(9.1
|
)
|
|
59.4
|
|
|||||
Income before income taxes
|
|
1,665.4
|
|
|
1,681.5
|
|
|
1,419.5
|
|
|
1,012.6
|
|
|
975.7
|
|
|||||
Income tax provision
|
|
215.5
|
|
|
225.3
|
|
|
102.1
|
|
|
132.4
|
|
|
199.0
|
|
|||||
Net income
|
|
$
|
1,449.9
|
|
|
$
|
1,456.2
|
|
|
$
|
1,317.4
|
|
|
$
|
880.2
|
|
|
$
|
776.7
|
|
Less: Net loss attributable to non-controlling interests
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.3
|
|
|
—
|
|
|||||
Net income attributable to Celgene
|
|
$
|
1,449.9
|
|
|
$
|
1,456.2
|
|
|
$
|
1,318.1
|
|
|
$
|
880.5
|
|
|
$
|
776.7
|
|
Net income per share attributable to Celgene:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.50
|
|
|
$
|
3.38
|
|
|
$
|
2.89
|
|
|
$
|
1.90
|
|
|
$
|
1.69
|
|
Diluted
|
|
$
|
3.37
|
|
|
$
|
3.30
|
|
|
$
|
2.85
|
|
|
$
|
1.88
|
|
|
$
|
1.66
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
413.8
|
|
|
430.9
|
|
|
455.3
|
|
|
462.3
|
|
|
459.3
|
|
|||||
Diluted
|
|
430.3
|
|
|
440.8
|
|
|
462.7
|
|
|
469.5
|
|
|
467.4
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
|
$
|
5,687.0
|
|
|
$
|
3,900.3
|
|
|
$
|
2,648.2
|
|
|
$
|
2,601.3
|
|
|
$
|
2,996.8
|
|
Total assets
|
|
13,378.2
|
|
|
11,734.3
|
|
|
10,005.9
|
|
|
10,177.2
|
|
|
5,389.3
|
|
|||||
Short-term borrowings
|
|
544.8
|
|
|
308.5
|
|
|
526.7
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, net of discount
|
|
4,196.5
|
|
|
2,771.3
|
|
|
1,275.6
|
|
|
1,247.6
|
|
|
—
|
|
|||||
Retained earnings (accumulated deficit)
|
|
4,472.5
|
|
|
3,022.6
|
|
|
1,566.4
|
|
|
248.3
|
|
|
(632.2
|
)
|
|||||
Total equity
|
|
5,589.9
|
|
|
5,694.5
|
|
|
5,512.7
|
|
|
5,995.5
|
|
|
4,394.6
|
|
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
|
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
* Other international markets
|
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
* Other international markets
|
NSCLC
|
* Japan (Approved February 2013)
|
Metastatic adenocarcinoma of the pancreas, a form of pancreatic cancer, as first line treatment in combination with gemcitabine
|
* United States (Approved September 2013)
* European Union (Approved December 2013)
|
Gastric cancer
|
* Japan (Approved February 2013)
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
|
Years Ended December 31,
|
2013
versus
2012
|
|
2012
versus
2011
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||||||||||
Total revenue
|
|
$
|
6,493.9
|
|
|
$
|
5,506.7
|
|
|
$
|
4,842.1
|
|
|
17.9
|
%
|
|
13.7
|
%
|
Net income attributable to Celgene
|
|
$
|
1,449.9
|
|
|
$
|
1,456.2
|
|
|
$
|
1,318.1
|
|
|
(0.4
|
)%
|
|
10.5
|
%
|
Diluted earnings per share attributable to Celgene
|
|
$
|
3.37
|
|
|
$
|
3.30
|
|
|
$
|
2.85
|
|
|
2.1
|
%
|
|
15.8
|
%
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
versus
2012
|
|
2012
versus
2011
|
||||||||
Net product sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||
REVLIMID
®
|
|
$
|
4,280.3
|
|
|
$
|
3,766.6
|
|
|
$
|
3,208.2
|
|
|
13.6
|
%
|
|
17.4
|
%
|
VIDAZA
®
|
|
803.3
|
|
|
823.2
|
|
|
705.3
|
|
|
(2.4
|
)%
|
|
16.7
|
%
|
|||
ABRAXANE
®
|
|
648.9
|
|
|
426.7
|
|
|
385.9
|
|
|
52.1
|
%
|
|
10.6
|
%
|
|||
POMALYST
®
/IMNOVID
®
|
|
305.4
|
|
|
12.0
|
|
|
0.6
|
|
|
N/M
|
|
|
N/M
|
|
|||
THALOMID
®
|
|
244.5
|
|
|
302.1
|
|
|
339.1
|
|
|
(19.1
|
)%
|
|
(10.9
|
)%
|
|||
ISTODAX
®
|
|
54.0
|
|
|
50.0
|
|
|
30.9
|
|
|
8.0
|
%
|
|
61.7
|
%
|
|||
azacitidine for injection
|
|
23.3
|
|
|
—
|
|
|
—
|
|
|
N/M
|
|
|
N/M
|
|
|||
Other
|
|
2.6
|
|
|
5.0
|
|
|
29.7
|
|
|
(48.0
|
)%
|
|
(83.2
|
)%
|
|||
Total net product sales
|
|
$
|
6,362.3
|
|
|
$
|
5,385.6
|
|
|
$
|
4,699.7
|
|
|
18.1
|
%
|
|
14.6
|
%
|
Collaborative agreements and other revenue
|
|
14.7
|
|
|
10.7
|
|
|
19.5
|
|
|
37.4
|
%
|
|
(45.1
|
)%
|
|||
Royalty revenue
|
|
116.9
|
|
|
110.4
|
|
|
122.9
|
|
|
5.9
|
%
|
|
(10.2
|
)%
|
|||
Total revenue
|
|
$
|
6,493.9
|
|
|
$
|
5,506.7
|
|
|
$
|
4,842.1
|
|
|
17.9
|
%
|
|
13.7
|
%
|
|
|
Returns
and
Allowances
|
|
Discounts
|
|
Government
Rebates
|
|
Chargebacks
and Distributor
Service Fees
|
|
Total
|
||||||||||
Balance at December 31, 2010
|
|
$
|
4.8
|
|
|
$
|
8.3
|
|
|
$
|
84.9
|
|
|
$
|
47.4
|
|
|
$
|
145.4
|
|
Allowances for sales during prior periods
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
2.1
|
|
|
(3.3
|
)
|
|||||
Allowances for sales during 2011
|
|
16.7
|
|
|
56.1
|
|
|
192.1
|
|
|
191.8
|
|
|
456.7
|
|
|||||
Credits/deductions issued for prior year sales
|
|
(5.7
|
)
|
|
(4.2
|
)
|
|
(34.3
|
)
|
|
(38.2
|
)
|
|
(82.4
|
)
|
|||||
Credits/deductions issued for sales during 2011
|
|
(6.8
|
)
|
|
(51.5
|
)
|
|
(100.3
|
)
|
|
(138.8
|
)
|
|
(297.4
|
)
|
|||||
Balance at December 31, 2011
|
|
$
|
9.0
|
|
|
$
|
8.7
|
|
|
$
|
137.0
|
|
|
$
|
64.3
|
|
|
$
|
219.0
|
|
Allowances for sales during prior periods
|
|
(7.5
|
)
|
|
—
|
|
|
(13.3
|
)
|
|
(2.4
|
)
|
|
(23.2
|
)
|
|||||
Allowances for sales during 2012
|
|
15.0
|
|
|
64.9
|
|
|
208.7
|
|
|
212.6
|
|
|
501.2
|
|
|||||
Credits/deductions issued for prior year sales
|
|
1.7
|
|
|
(4.3
|
)
|
|
(60.2
|
)
|
|
(54.8
|
)
|
|
(117.6
|
)
|
|||||
Credits/deductions issued for sales during 2012
|
|
(4.9
|
)
|
|
(58.1
|
)
|
|
(146.4
|
)
|
|
(158.5
|
)
|
|
(367.9
|
)
|
|||||
Balance at December 31, 2012
|
|
$
|
13.3
|
|
|
$
|
11.2
|
|
|
$
|
125.8
|
|
|
$
|
61.2
|
|
|
$
|
211.5
|
|
Allowances for sales during prior periods
|
|
(1.1
|
)
|
|
—
|
|
|
(27.8
|
)
|
|
(1.9
|
)
|
|
(30.8
|
)
|
|||||
Allowances for sales during 2013
|
|
10.7
|
|
|
74.3
|
|
|
262.1
|
|
|
290.8
|
|
|
637.9
|
|
|||||
Credits/deductions issued for prior year sales
|
|
(3.1
|
)
|
|
(5.2
|
)
|
|
(53.4
|
)
|
|
(42.0
|
)
|
|
(103.7
|
)
|
|||||
Credits/deductions issued for sales during 2013
|
|
(4.3
|
)
|
|
(68.2
|
)
|
|
(172.6
|
)
|
|
(224.9
|
)
|
|
(470.0
|
)
|
|||||
Balance at December 31, 2013
|
|
$
|
15.5
|
|
|
$
|
12.1
|
|
|
$
|
134.1
|
|
|
$
|
83.2
|
|
|
$
|
244.9
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cost of goods sold (excluding amortization of acquired intangible assets)
|
|
$
|
340.4
|
|
|
$
|
299.1
|
|
|
$
|
425.9
|
|
Increase (decrease) from prior year
|
|
$
|
41.3
|
|
|
$
|
(126.8
|
)
|
|
$
|
119.3
|
|
Percent increase (decrease) from prior year
|
|
13.8
|
%
|
|
(29.8
|
)%
|
|
38.9
|
%
|
|||
Percent of net product sales
|
|
5.4
|
%
|
|
5.6
|
%
|
|
9.1
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Research and development
|
|
$
|
2,226.2
|
|
|
$
|
1,724.2
|
|
|
$
|
1,600.3
|
|
Increase from prior year
|
|
$
|
502.0
|
|
|
$
|
123.9
|
|
|
$
|
471.8
|
|
Percent increase from prior year
|
|
29.1
|
%
|
|
7.7
|
%
|
|
41.8
|
%
|
|||
Percent of total revenue
|
|
34.3
|
%
|
|
31.3
|
%
|
|
33.0
|
%
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
versus
2012
|
|
2012
versus
2011
|
||||||||||
Human pharmaceutical clinical programs
|
|
$
|
825.3
|
|
|
$
|
781.0
|
|
|
$
|
732.4
|
|
|
$
|
44.3
|
|
|
$
|
48.6
|
|
Other pharmaceutical programs
|
|
530.9
|
|
|
428.3
|
|
|
406.1
|
|
|
102.6
|
|
|
22.2
|
|
|||||
Drug discovery and development
|
|
202.9
|
|
|
166.6
|
|
|
159.4
|
|
|
36.3
|
|
|
7.2
|
|
|||||
Cellular therapy
|
|
25.9
|
|
|
30.9
|
|
|
21.4
|
|
|
(5.0
|
)
|
|
9.5
|
|
|||||
Collaboration arrangements
|
|
641.2
|
|
|
194.9
|
|
|
163.0
|
|
|
446.3
|
|
|
31.9
|
|
|||||
IPR&D impairments
|
|
—
|
|
|
122.5
|
|
|
118.0
|
|
|
(122.5
|
)
|
|
4.5
|
|
|||||
Total
|
|
$
|
2,226.2
|
|
|
$
|
1,724.2
|
|
|
$
|
1,600.3
|
|
|
$
|
502.0
|
|
|
$
|
123.9
|
|
Product
|
|
Disease Indication
|
|
|
|
|
|
|
POMALYST
®
/IMNOVID
®
|
|
Relapsed/Refractory Multiple Myeloma
|
|
|
|
|
|
|
Product
|
|
Disease Indication
|
|
Major
Market
|
|
Regulatory
Agency
|
|
Date of Filing
|
OTEZLA
®
(apremilast)
|
|
Psoriasis
|
|
U.S.
|
|
FDA
|
|
November 2013
|
|
|
Psoriasis and Psoriatic Arthritis
|
|
E.U.
|
|
EC
|
|
December 2013
|
Product
|
|
Disease Indication
|
|
Major
Market
|
|
Regulatory
Agency
|
|
Action
|
ABRAXANE
®
|
|
Pancreatic cancer
|
|
E.U.
|
|
EC
|
|
Approval
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Selling, general and administrative
|
|
$
|
1,684.5
|
|
|
$
|
1,373.5
|
|
|
$
|
1,226.3
|
|
Increase from prior year
|
|
$
|
311.0
|
|
|
$
|
147.2
|
|
|
$
|
275.7
|
|
Percent increase from prior year
|
|
22.6
|
%
|
|
12.0
|
%
|
|
29.0
|
%
|
|||
Percent of total revenue
|
|
25.9
|
%
|
|
24.9
|
%
|
|
25.3
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Avila
|
|
$
|
47.3
|
|
|
$
|
39.4
|
|
|
$
|
—
|
|
Abraxis
|
|
160.0
|
|
|
99.6
|
|
|
89.3
|
|
|||
Gloucester
|
|
51.5
|
|
|
51.5
|
|
|
40.2
|
|
|||
Pharmion
|
|
4.0
|
|
|
4.0
|
|
|
159.7
|
|
|||
Total amortization
|
|
$
|
262.8
|
|
|
$
|
194.5
|
|
|
$
|
289.2
|
|
Increase (decrease) from prior year
|
|
$
|
68.3
|
|
|
$
|
(94.7
|
)
|
|
$
|
86.0
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Acquisition related (gains) charges and restructuring, net
|
|
$
|
171.1
|
|
|
$
|
169.0
|
|
|
$
|
(142.3
|
)
|
Increase (decrease) from prior year
|
|
$
|
2.1
|
|
|
$
|
311.3
|
|
|
$
|
(189.6
|
)
|
Percentage increase from prior year
|
|
1.2
|
%
|
|
N/M
|
|
|
N/M
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest and investment income, net
|
|
$
|
22.0
|
|
|
$
|
15.3
|
|
|
$
|
25.9
|
|
Increase (decrease) from prior year
|
|
$
|
6.7
|
|
|
$
|
(10.6
|
)
|
|
$
|
(18.9
|
)
|
Percentage increase (decrease) from prior year
|
|
43.8
|
%
|
|
(41.0
|
)%
|
|
(42.2
|
)%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest expense
|
|
$
|
91.6
|
|
|
$
|
63.2
|
|
|
$
|
42.7
|
|
Increase from prior year
|
|
$
|
28.4
|
|
|
$
|
20.5
|
|
|
$
|
30.1
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Other income (expense), net
|
|
$
|
(73.9
|
)
|
|
$
|
(17.0
|
)
|
|
$
|
(6.4
|
)
|
Increase (decrease) from prior year
|
|
$
|
(56.9
|
)
|
|
$
|
(10.6
|
)
|
|
$
|
2.8
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income attributable to Celgene
|
|
$
|
1,449.9
|
|
|
$
|
1,456.2
|
|
|
$
|
1,318.1
|
|
Per common share amounts:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.50
|
|
|
$
|
3.38
|
|
|
$
|
2.89
|
|
Diluted
|
|
$
|
3.37
|
|
|
$
|
3.30
|
|
|
$
|
2.85
|
|
Weighted average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
413.8
|
|
|
430.9
|
|
|
455.3
|
|
|||
Diluted
|
|
430.3
|
|
|
440.8
|
|
|
462.7
|
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
versus
2012
|
|
2012
versus
2011
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
3,234.4
|
|
|
$
|
2,090.4
|
|
|
$
|
1,859.5
|
|
|
$
|
1,144.0
|
|
|
$
|
230.9
|
|
Marketable securities available for sale
|
|
2,452.6
|
|
|
1,809.9
|
|
|
788.7
|
|
|
642.7
|
|
|
1,021.2
|
|
|||||
Total financial assets
|
|
$
|
5,687.0
|
|
|
$
|
3,900.3
|
|
|
$
|
2,648.2
|
|
|
$
|
1,786.7
|
|
|
$
|
1,252.1
|
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
|
$
|
544.8
|
|
|
$
|
308.5
|
|
|
$
|
526.7
|
|
|
$
|
236.3
|
|
|
$
|
(218.2
|
)
|
Long-term debt, net of discount
|
|
4,196.5
|
|
|
2,771.3
|
|
|
1,275.6
|
|
|
1,425.2
|
|
|
1,495.7
|
|
|||||
Total debt
|
|
$
|
4,741.3
|
|
|
$
|
3,079.8
|
|
|
$
|
1,802.3
|
|
|
$
|
1,661.5
|
|
|
$
|
1,277.5
|
|
Working capital
1
|
|
$
|
5,607.4
|
|
|
$
|
3,767.6
|
|
|
$
|
2,660.0
|
|
|
$
|
1,839.8
|
|
|
$
|
1,107.6
|
|
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, accounts payable, accrued expenses, income taxes payable and other current liabilities.
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
versus
2012
|
|
2012
versus
2011
|
||||||||||
Net cash provided by operating activities
|
|
$
|
2,225.9
|
|
|
$
|
2,018.6
|
|
|
$
|
1,776.1
|
|
|
$
|
207.3
|
|
|
$
|
242.5
|
|
Net cash (used in) provided by investing activities
|
|
$
|
(528.6
|
)
|
|
$
|
(1,553.6
|
)
|
|
$
|
377.7
|
|
|
$
|
1,025.0
|
|
|
$
|
(1,931.3
|
)
|
Net cash used in financing activities
|
|
$
|
(553.7
|
)
|
|
$
|
(248.8
|
)
|
|
$
|
(1,622.0
|
)
|
|
$
|
(304.9
|
)
|
|
$
|
1,373.2
|
|
|
|
Payment Due By Period
|
||||||||||||||||||
|
|
Less than
1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More than
5 Years
|
|
Total
|
||||||||||
Senior notes
1
|
|
$
|
146.5
|
|
|
$
|
780.6
|
|
|
$
|
1,158.9
|
|
|
$
|
3,998.0
|
|
|
$
|
6,084.0
|
|
Short-term borrowings
|
|
544.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
544.8
|
|
|||||
Operating leases
|
|
54.5
|
|
|
87.3
|
|
|
52.8
|
|
|
44.6
|
|
|
239.2
|
|
|||||
Other contract commitments
|
|
101.7
|
|
|
68.6
|
|
|
—
|
|
|
—
|
|
|
170.3
|
|
|||||
Total
|
|
$
|
847.5
|
|
|
$
|
936.5
|
|
|
$
|
1,211.7
|
|
|
$
|
4,042.6
|
|
|
$
|
7,038.3
|
|
1
|
The senior note obligation amounts include future principal and interest payments.
|
•
|
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
|
|
Over 5 Years
|
|
Total
|
||||||||||
Principal amount
|
|
$
|
390.4
|
|
|
$
|
1,351.8
|
|
|
$
|
222.3
|
|
|
$
|
33.8
|
|
|
$
|
1,998.3
|
|
Fair value
|
|
$
|
391.6
|
|
|
$
|
1,363.8
|
|
|
$
|
229.8
|
|
|
$
|
34.3
|
|
|
$
|
2,019.5
|
|
Weighted average interest rate
|
|
0.4
|
%
|
|
0.7
|
%
|
|
2.1
|
%
|
|
2.6
|
%
|
|
0.8
|
%
|
|
|
Principal Amount
|
|
Carrying Value
|
||||
2.450% senior notes due 2015
|
|
$
|
500.0
|
|
|
$
|
513.9
|
|
1.900% senior notes due 2017
|
|
500.0
|
|
|
499.9
|
|
||
2.300% senior notes due 2018
|
|
400.0
|
|
|
399.0
|
|
||
3.950% senior notes due 2020
|
|
500.0
|
|
|
484.6
|
|
||
3.250% senior notes due 2022
|
|
1,000.0
|
|
|
956.6
|
|
||
4.000% senior notes due 2023
|
|
700.0
|
|
|
696.3
|
|
||
5.700% senior notes due 2040
|
|
250.0
|
|
|
249.6
|
|
||
5.250% senior notes due 2043
|
|
400.0
|
|
|
396.6
|
|
||
Total long-term debt
|
|
$
|
4,250.0
|
|
|
$
|
4,196.5
|
|
|
Notional Amount
1
|
||||||
|
2013
|
|
2012
|
||||
Foreign Currency Option:
|
|
|
|
||||
Designated as hedging activity:
|
|
|
|
||||
Purchased Put
|
$
|
—
|
|
|
$
|
228.8
|
|
Written Call
|
$
|
—
|
|
|
$
|
235.9
|
|
Not designated as hedging activity:
|
|
|
|
||||
Purchased Put
|
$
|
—
|
|
|
$
|
160.5
|
|
Written Put
|
$
|
—
|
|
|
$
|
(216.0
|
)
|
|
|
Notional Amount
|
||||||
|
|
2013
|
|
2012
|
||||
Interest rate swap contracts entered into as fair value hedges of the following fixed-rate senior notes:
|
|
|
|
|
|
|
||
2.450% senior notes due 2015
|
|
$
|
300.0
|
|
|
$
|
—
|
|
1.900% senior notes due 2017
|
|
300.0
|
|
|
100.0
|
|
||
2.300% senior notes due 2018
|
|
200.0
|
|
|
—
|
|
||
3.950% senior notes due 2020
|
|
500.0
|
|
|
—
|
|
||
3.250% senior notes due 2022
|
|
850.0
|
|
|
200.0
|
|
||
4.000% senior notes due 2023
|
|
150.0
|
|
|
—
|
|
||
Total
|
|
$
|
2,300.0
|
|
|
$
|
300.0
|
|
|
Page
|
Consolidated Financial Statements
|
|
Financial Statement Schedule
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,234.4
|
|
|
$
|
2,090.4
|
|
Marketable securities available for sale
|
2,452.6
|
|
|
1,809.9
|
|
||
Accounts receivable, net of allowances of $40.0 and $33.0 at December 31, 2013 and 2012, respectively
|
1,061.4
|
|
|
960.5
|
|
||
Inventory
|
340.4
|
|
|
259.5
|
|
||
Deferred income taxes
|
25.3
|
|
|
93.2
|
|
||
Other current assets
|
436.4
|
|
|
320.2
|
|
||
Total current assets
|
7,550.5
|
|
|
5,533.7
|
|
||
Property, plant and equipment, net
|
593.4
|
|
|
578.4
|
|
||
Intangible assets, net
|
2,839.7
|
|
|
3,100.4
|
|
||
Goodwill
|
2,041.2
|
|
|
2,042.8
|
|
||
Other assets
|
353.4
|
|
|
479.0
|
|
||
Total assets
|
$
|
13,378.2
|
|
|
$
|
11,734.3
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
544.8
|
|
|
$
|
308.5
|
|
Accounts payable
|
156.2
|
|
|
145.6
|
|
||
Accrued expenses
|
1,001.1
|
|
|
775.7
|
|
||
Income taxes payable
|
16.0
|
|
|
11.8
|
|
||
Current portion of deferred revenue
|
27.7
|
|
|
17.3
|
|
||
Other current liabilities
|
199.7
|
|
|
431.3
|
|
||
Total current liabilities
|
1,945.5
|
|
|
1,690.2
|
|
||
Deferred revenue, net of current portion
|
23.7
|
|
|
16.2
|
|
||
Income taxes payable
|
235.0
|
|
|
188.2
|
|
||
Deferred income taxes
|
804.9
|
|
|
1,018.4
|
|
||
Other non-current liabilities
|
582.7
|
|
|
355.5
|
|
||
Long-term debt, net of discount
|
4,196.5
|
|
|
2,771.3
|
|
||
Total liabilities
|
7,788.3
|
|
|
6,039.8
|
|
||
Commitments and Contingencies (Note 18)
|
|
|
|
||||
Stockholders' Equity:
|
|
|
|
||||
Preferred stock, $.01 par value per share, 5.0 million shares authorized; none outstanding at December 31, 2013 and 2012, respectively
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value per share, 575.0 million shares authorized; issued 511.2 million and 498.4 million shares at December 31, 2013 and 2012, respectively
|
5.1
|
|
|
5.0
|
|
||
Common stock in treasury, at cost; 101.5 million and 78.7 million shares at December 31, 2013 and 2012, respectively
|
(7,662.1
|
)
|
|
(4,823.2
|
)
|
||
Additional paid-in capital
|
8,680.4
|
|
|
7,539.8
|
|
||
Retained earnings
|
4,472.5
|
|
|
3,022.6
|
|
||
Accumulated other comprehensive income (loss)
|
94.0
|
|
|
(49.7
|
)
|
||
Total stockholders' equity
|
5,589.9
|
|
|
5,694.5
|
|
||
Total liabilities and stockholders' equity
|
$
|
13,378.2
|
|
|
$
|
11,734.3
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Net product sales
|
$
|
6,362.3
|
|
|
$
|
5,385.6
|
|
|
$
|
4,699.7
|
|
Collaborative agreements and other revenue
|
14.7
|
|
|
10.7
|
|
|
19.5
|
|
|||
Royalty revenue
|
116.9
|
|
|
110.4
|
|
|
122.9
|
|
|||
Total revenue
|
6,493.9
|
|
|
5,506.7
|
|
|
4,842.1
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Cost of goods sold (excluding amortization of acquired intangible assets)
|
340.4
|
|
|
299.1
|
|
|
425.9
|
|
|||
Research and development
|
2,226.2
|
|
|
1,724.2
|
|
|
1,600.3
|
|
|||
Selling, general and administrative
|
1,684.5
|
|
|
1,373.5
|
|
|
1,226.3
|
|
|||
Amortization of acquired intangible assets
|
262.8
|
|
|
194.5
|
|
|
289.2
|
|
|||
Acquisition related (gains) charges and restructuring, net
|
171.1
|
|
|
169.0
|
|
|
(142.3
|
)
|
|||
Total costs and expenses
|
4,685.0
|
|
|
3,760.3
|
|
|
3,399.4
|
|
|||
Operating income
|
1,808.9
|
|
|
1,746.4
|
|
|
1,442.7
|
|
|||
Other income and (expense):
|
|
|
|
|
|
||||||
Interest and investment income, net
|
22.0
|
|
|
15.3
|
|
|
25.9
|
|
|||
Interest (expense)
|
(91.6
|
)
|
|
(63.2
|
)
|
|
(42.7
|
)
|
|||
Other income (expense), net
|
(73.9
|
)
|
|
(17.0
|
)
|
|
(6.4
|
)
|
|||
Income before income taxes
|
1,665.4
|
|
|
1,681.5
|
|
|
1,419.5
|
|
|||
Income tax provision
|
215.5
|
|
|
225.3
|
|
|
102.1
|
|
|||
Net income
|
1,449.9
|
|
|
1,456.2
|
|
|
1,317.4
|
|
|||
Net loss attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
0.7
|
|
|||
Net income attributable to Celgene
|
$
|
1,449.9
|
|
|
$
|
1,456.2
|
|
|
$
|
1,318.1
|
|
Net income per share attributable to Celgene:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.50
|
|
|
$
|
3.38
|
|
|
$
|
2.89
|
|
Diluted
|
$
|
3.37
|
|
|
$
|
3.30
|
|
|
$
|
2.85
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
413.8
|
|
|
430.9
|
|
|
455.3
|
|
|||
Diluted
|
430.3
|
|
|
440.8
|
|
|
462.7
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
1,449.9
|
|
|
$
|
1,456.2
|
|
|
$
|
1,317.4
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
27.4
|
|
|
25.9
|
|
|
(9.8
|
)
|
|||
Pension liability adjustment
|
3.2
|
|
|
(4.7
|
)
|
|
(1.5
|
)
|
|||
Change in functional currency of a foreign subsidiary
|
—
|
|
|
13.1
|
|
|
—
|
|
|||
Net asset transfer of a common control foreign subsidiary
|
—
|
|
|
0.6
|
|
|
(0.1
|
)
|
|||
Net unrealized (losses) gains related to cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses), net of tax expense (benefit) of $2.6, ($13.8) and ($0) for the years ended 2013, 2012 and 2011, respectively
|
(5.8
|
)
|
|
53.0
|
|
|
21.3
|
|
|||
Reclassification adjustment for (gains) losses included in net income, net of tax (expense) benefit of $6.9, ($1.9) and ($2.9) for the years ended 2013, 2012 and 2011, respectively
|
(14.2
|
)
|
|
(77.7
|
)
|
|
2.9
|
|
|||
Net unrealized gains (losses) on marketable securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding gains, net of tax expense (benefit) of $77.1, ($0.1) and $1.4 for the years ended 2013, 2012 and 2011, respectively
|
128.0
|
|
|
1.4
|
|
|
2.9
|
|
|||
Reclassification adjustment for losses (gains) included in net income, net of tax (expense) benefit of $2.2, $0.1 and $0.3 for the years ended 2013, 2012 and 2011, respectively
|
5.1
|
|
|
1.0
|
|
|
(4.3
|
)
|
|||
Total other comprehensive income
|
143.7
|
|
|
12.6
|
|
|
11.4
|
|
|||
Comprehensive income
|
1,593.6
|
|
|
1,468.8
|
|
|
1,328.8
|
|
|||
Comprehensive loss attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
0.7
|
|
|||
Comprehensive income attributable to Celgene
|
$
|
1,593.6
|
|
|
$
|
1,468.8
|
|
|
$
|
1,329.5
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,449.9
|
|
|
$
|
1,456.2
|
|
|
$
|
1,317.4
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
96.9
|
|
|
84.9
|
|
|
71.2
|
|
|||
Amortization
|
277.2
|
|
|
198.6
|
|
|
291.7
|
|
|||
Provision for accounts receivable allowances
|
6.2
|
|
|
12.5
|
|
|
6.4
|
|
|||
Deferred income taxes
|
(246.6
|
)
|
|
100.2
|
|
|
(85.8
|
)
|
|||
Impairment charges
|
105.4
|
|
|
148.0
|
|
|
118.0
|
|
|||
Change in value of contingent consideration
|
171.1
|
|
|
166.4
|
|
|
(147.5
|
)
|
|||
Share-based compensation expense
|
325.8
|
|
|
231.0
|
|
|
217.2
|
|
|||
Share-based employee benefit plan expense
|
32.6
|
|
|
19.3
|
|
|
20.7
|
|
|||
Reclassification adjustment for cash flow hedges included in net income
|
(7.3
|
)
|
|
(79.6
|
)
|
|
—
|
|
|||
Unrealized change in value of derivative instruments
|
(1.4
|
)
|
|
71.7
|
|
|
(47.6
|
)
|
|||
Realized losses (gains) on marketable securities available for sale
|
7.3
|
|
|
1.1
|
|
|
(3.8
|
)
|
|||
Other, net
|
4.5
|
|
|
(1.8
|
)
|
|
15.9
|
|
|||
Change in current assets and liabilities, excluding the effect of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(101.4
|
)
|
|
(30.1
|
)
|
|
(263.1
|
)
|
|||
Inventory
|
(89.7
|
)
|
|
(69.7
|
)
|
|
71.0
|
|
|||
Other operating assets
|
(90.9
|
)
|
|
91.7
|
|
|
(66.9
|
)
|
|||
Accounts payable and other operating liabilities
|
287.2
|
|
|
68.2
|
|
|
191.2
|
|
|||
Payment of contingent consideration
|
(75.0
|
)
|
|
—
|
|
|
(23.3
|
)
|
|||
Income tax payable
|
57.4
|
|
|
(455.5
|
)
|
|
95.3
|
|
|||
Deferred revenue
|
16.7
|
|
|
5.5
|
|
|
(1.9
|
)
|
|||
Net cash provided by operating activities
|
2,225.9
|
|
|
2,018.6
|
|
|
1,776.1
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sales of marketable securities available for sale
|
3,642.3
|
|
|
1,743.7
|
|
|
2,175.2
|
|
|||
Purchases of marketable securities available for sale
|
(3,983.6
|
)
|
|
(2,768.8
|
)
|
|
(1,693.4
|
)
|
|||
Payments for acquisition of business, net of cash acquired
|
—
|
|
|
(352.2
|
)
|
|
—
|
|
|||
Purchases of intellectual property and other assets
|
(19.4
|
)
|
|
(48.9
|
)
|
|
—
|
|
|||
Proceeds from the sale of assets, net
|
—
|
|
|
15.8
|
|
|
93.2
|
|
|||
Capital expenditures
|
(119.7
|
)
|
|
(111.5
|
)
|
|
(132.1
|
)
|
|||
Purchases of investment securities
|
(47.1
|
)
|
|
(30.0
|
)
|
|
(59.3
|
)
|
|||
Other investing activities
|
(1.1
|
)
|
|
(1.7
|
)
|
|
(5.9
|
)
|
|||
Net cash (used in) provided by investing activities
|
(528.6
|
)
|
|
(1,553.6
|
)
|
|
377.7
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payment for treasury shares
|
(2,764.6
|
)
|
|
(2,043.6
|
)
|
|
(2,188.6
|
)
|
|||
Proceeds from short-term borrowing
|
4,462.0
|
|
|
4,494.8
|
|
|
1,878.8
|
|
|||
Principal repayments on short-term borrowing
|
(4,227.9
|
)
|
|
(4,712.2
|
)
|
|
(1,353.1
|
)
|
|||
Proceeds from sale of common equity put options
|
1.2
|
|
|
—
|
|
|
—
|
|
|||
Payment of contingent consideration
|
(225.0
|
)
|
|
—
|
|
|
(156.7
|
)
|
|||
Proceeds from the issuance of long-term debt
|
1,479.6
|
|
|
1,486.7
|
|
|
—
|
|
|||
Net proceeds from exercise of common stock options and warrants
|
551.6
|
|
|
476.2
|
|
|
166.5
|
|
|||
Excess tax benefit from share-based compensation arrangements
|
169.4
|
|
|
49.3
|
|
|
31.1
|
|
|||
Net cash used in financing activities
|
(553.7
|
)
|
|
(248.8
|
)
|
|
(1,622.0
|
)
|
|||
Effect of currency rate changes on cash and cash equivalents
|
0.4
|
|
|
14.7
|
|
|
(23.4
|
)
|
|||
Net increase in cash and cash equivalents
|
1,144.0
|
|
|
230.9
|
|
|
508.4
|
|
|||
Cash and cash equivalents at beginning of period
|
2,090.4
|
|
|
1,859.5
|
|
|
1,351.1
|
|
|||
Cash and cash equivalents at end of period
|
$
|
3,234.4
|
|
|
$
|
2,090.4
|
|
|
$
|
1,859.5
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Supplemental schedule of non-cash investing and financing activity:
|
|
|
|
|
|
||||||
Change in net unrealized gain on marketable securities available for sale
|
$
|
(205.1
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(3.7
|
)
|
Matured shares tendered in connection with stock option exercises
|
$
|
—
|
|
|
$
|
(1.2
|
)
|
|
$
|
(4.9
|
)
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
90.8
|
|
|
$
|
48.4
|
|
|
$
|
50.2
|
|
Income taxes paid
|
$
|
291.9
|
|
|
$
|
469.6
|
|
|
$
|
93.0
|
|
|
|
Celgene Corporation Shareholders
|
|
|
|
|
||||||||||||||||||||||||||
Years Ended December 31, 2013, 2012 and 2011
|
|
Common
Stock
|
|
Treasury
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Stockholders'
Equity
|
|
Non-
Controlling
Interest
|
|
Total
|
||||||||||||||||
Balances at December 31, 2010
|
|
$
|
4.8
|
|
|
$
|
(545.6
|
)
|
|
$
|
6,350.2
|
|
|
$
|
248.3
|
|
|
$
|
(73.7
|
)
|
|
$
|
5,984.0
|
|
|
$
|
11.5
|
|
|
$
|
5,995.5
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
1,318.1
|
|
|
|
|
|
1,318.1
|
|
|
(0.7
|
)
|
|
1,317.4
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
11.4
|
|
|
11.5
|
|
|
|
|
|
11.5
|
|
||||||||
Mature shares tendered related to option exercise
|
|
|
|
|
(4.9
|
)
|
|
3.0
|
|
|
|
|
|
|
|
|
(1.9
|
)
|
|
|
|
|
(1.9
|
)
|
||||||||
Exercise of stock options and warrants and conversion of restricted stock units
|
|
0.1
|
|
|
|
|
|
166.7
|
|
|
|
|
|
|
|
|
166.8
|
|
|
|
|
|
166.8
|
|
||||||||
Shares purchased under share repurchase program
|
|
|
|
|
(2,221.2
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,221.2
|
)
|
|
|
|
|
(2,221.2
|
)
|
||||||||
Issuance of common stock for employee benefit plans
|
|
|
|
|
11.0
|
|
|
2.6
|
|
|
|
|
|
|
|
|
13.6
|
|
|
|
|
|
13.6
|
|
||||||||
Issuance of common stock related to Abraxis acquisition
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
0.1
|
|
||||||||
Expense related to share-based compensation
|
|
|
|
|
|
|
|
216.6
|
|
|
|
|
|
|
|
|
216.6
|
|
|
|
|
|
216.6
|
|
||||||||
Income tax benefit upon exercise of stock options
|
|
|
|
|
|
|
|
25.1
|
|
|
|
|
|
|
|
|
25.1
|
|
|
|
|
|
25.1
|
|
||||||||
Disposal of non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.8
|
)
|
|
(10.8
|
)
|
||||||||
Balances at December 31, 2011
|
|
$
|
4.9
|
|
|
$
|
(2,760.7
|
)
|
|
$
|
6,764.4
|
|
|
$
|
1,566.4
|
|
|
$
|
(62.3
|
)
|
|
$
|
5,512.7
|
|
|
$
|
—
|
|
|
$
|
5,512.7
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
1,456.2
|
|
|
|
|
|
1,456.2
|
|
|
|
|
|
1,456.2
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
(13.7
|
)
|
|
|
|
|
12.6
|
|
|
(1.1
|
)
|
|
|
|
|
(1.1
|
)
|
||||||||
Mature shares tendered related to option exercise
|
|
|
|
|
(1.2
|
)
|
|
0.6
|
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
|
|
(0.6
|
)
|
||||||||
Exercise of stock options and warrants and conversion of
restricted stock units
|
|
0.1
|
|
|
(10.6
|
)
|
|
483.0
|
|
|
|
|
|
|
|
|
472.5
|
|
|
|
|
|
472.5
|
|
||||||||
Shares purchased under share repurchase program
|
|
|
|
|
(2,050.7
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,050.7
|
)
|
|
|
|
|
(2,050.7
|
)
|
||||||||
Issuance of common stock for employee benefit plans
|
|
|
|
|
|
|
|
19.2
|
|
|
|
|
|
|
|
|
19.2
|
|
|
|
|
|
19.2
|
|
||||||||
Expense related to share-based compensation
|
|
|
|
|
|
|
|
230.5
|
|
|
|
|
|
|
|
|
230.5
|
|
|
|
|
|
230.5
|
|
||||||||
Income tax benefit upon exercise of stock options
|
|
|
|
|
|
|
|
55.8
|
|
|
|
|
|
|
|
|
55.8
|
|
|
|
|
|
55.8
|
|
||||||||
Balances at December 31, 2012
|
|
$
|
5.0
|
|
|
$
|
(4,823.2
|
)
|
|
$
|
7,539.8
|
|
|
$
|
3,022.6
|
|
|
$
|
(49.7
|
)
|
|
$
|
5,694.5
|
|
|
$
|
—
|
|
|
$
|
5,694.5
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
1,449.9
|
|
|
|
|
|
1,449.9
|
|
|
|
|
|
1,449.9
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143.7
|
|
|
143.7
|
|
|
|
|
|
143.7
|
|
||||||||
Exercise of stock options and conversion of
restricted stock units
|
|
0.1
|
|
|
(69.7
|
)
|
|
623.6
|
|
|
|
|
|
|
|
|
554.0
|
|
|
|
|
|
554.0
|
|
||||||||
Shares purchased under share repurchase program
|
|
|
|
|
(2,769.2
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,769.2
|
)
|
|
|
|
|
(2,769.2
|
)
|
||||||||
Issuance of common stock for employee benefit plans
|
|
|
|
|
|
|
|
22.0
|
|
|
|
|
|
|
|
|
22.0
|
|
|
|
|
|
22.0
|
|
||||||||
Expense related to share-based compensation
|
|
|
|
|
|
|
|
325.0
|
|
|
|
|
|
|
|
|
325.0
|
|
|
|
|
|
325.0
|
|
||||||||
Income tax benefit upon exercise of stock options
|
|
|
|
|
|
|
|
170.0
|
|
|
|
|
|
|
|
|
170.0
|
|
|
|
|
|
170.0
|
|
||||||||
Balances at December 31, 2013
|
|
$
|
5.1
|
|
|
$
|
(7,662.1
|
)
|
|
$
|
8,680.4
|
|
|
$
|
4,472.5
|
|
|
$
|
94.0
|
|
|
$
|
5,589.9
|
|
|
$
|
—
|
|
|
$
|
5,589.9
|
|
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
|
|
Fair Value at the
Acquisition Date
|
||
Cash
|
$
|
363.4
|
|
Contingent consideration
|
171.7
|
|
|
Total fair value of consideration transferred
|
$
|
535.1
|
|
|
Amounts
Recognized as of
Acquisition Date
|
||
Working capital
1
|
$
|
12.0
|
|
Property, plant and equipment
|
2.6
|
|
|
Platform technology intangible asset
2
|
330.8
|
|
|
In-process research and development product rights
|
198.4
|
|
|
Net deferred tax liability
3
|
(165.0
|
)
|
|
Total identifiable net assets
|
378.8
|
|
|
Goodwill
|
156.3
|
|
|
Net assets acquired
|
$
|
535.1
|
|
1
|
Includes cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities.
|
2
|
Platform technology related to the Avilomics discovery platform which is being amortized over a useful life of
seven years
based on the estimated useful life of the platform.
|
3
|
Includes current deferred income tax asset of
$14.7 million
and non-current deferred tax liability of
$179.7 million
.
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income attributable to Celgene
|
|
$
|
1,449.9
|
|
|
$
|
1,456.2
|
|
|
$
|
1,318.1
|
|
Weighted-average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
413.8
|
|
|
430.9
|
|
|
455.3
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Options, restricted stock units, warrants and other
|
|
16.5
|
|
|
9.9
|
|
|
7.4
|
|
|||
Diluted
|
|
430.3
|
|
|
440.8
|
|
|
462.7
|
|
|||
Net income per share attributable to Celgene:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.50
|
|
|
$
|
3.38
|
|
|
$
|
2.89
|
|
Diluted
|
|
$
|
3.37
|
|
|
$
|
3.30
|
|
|
$
|
2.85
|
|
|
|
Balance at
December 31, 2013
|
|
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
|
|
$
|
2,452.6
|
|
|
$
|
433.1
|
|
|
$
|
2,019.5
|
|
|
$
|
—
|
|
Cash equivalents
|
|
20.0
|
|
|
—
|
|
|
20.0
|
|
|
—
|
|
||||
Total assets
|
|
$
|
2,472.6
|
|
|
$
|
433.1
|
|
|
$
|
2,039.5
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Forward currency contracts
|
|
$
|
(9.2
|
)
|
|
$
|
—
|
|
|
$
|
(9.2
|
)
|
|
$
|
—
|
|
Contingent value rights
|
|
(118.1
|
)
|
|
(118.1
|
)
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
(49.6
|
)
|
|
—
|
|
|
(49.6
|
)
|
|
—
|
|
||||
Other acquisition related contingent consideration
|
|
(228.5
|
)
|
|
—
|
|
|
—
|
|
|
(228.5
|
)
|
||||
Total liabilities
|
|
$
|
(405.4
|
)
|
|
$
|
(118.1
|
)
|
|
$
|
(58.8
|
)
|
|
$
|
(228.5
|
)
|
|
|
Balance at
December 31, 2012
|
|
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
|
|
$
|
1,809.9
|
|
|
$
|
0.3
|
|
|
$
|
1,809.6
|
|
|
$
|
—
|
|
Cash equivalents
|
|
27.0
|
|
|
—
|
|
|
27.0
|
|
|
—
|
|
||||
Interest rate swaps
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
||||
Forward currency contracts
|
|
17.8
|
|
|
—
|
|
|
17.8
|
|
|
—
|
|
||||
Purchased currency options
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,859.1
|
|
|
$
|
0.3
|
|
|
$
|
1,858.8
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent value rights
|
|
$
|
(277.4
|
)
|
|
$
|
(277.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Written currency options
|
|
(5.1
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
||||
Other acquisition related contingent consideration
|
|
(198.1
|
)
|
|
—
|
|
|
—
|
|
|
(198.1
|
)
|
||||
Total liabilities
|
|
$
|
(480.6
|
)
|
|
$
|
(277.4
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(198.1
|
)
|
|
|
2013
|
|
2012
|
||||
Liabilities:
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
(198.1
|
)
|
|
$
|
(76.9
|
)
|
Amounts acquired or issued
|
|
—
|
|
|
(171.7
|
)
|
||
Net change in fair value
|
|
(30.4
|
)
|
|
50.5
|
|
||
Settlements
|
|
—
|
|
|
—
|
|
||
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
||
Balance at end of period
|
|
$
|
(228.5
|
)
|
|
$
|
(198.1
|
)
|
|
Notional Amount
1
|
||||||
|
2013
|
|
2012
|
||||
Foreign Currency Option:
|
|
|
|
||||
Designated as hedging activity:
|
|
|
|
||||
Purchased Put
|
$
|
—
|
|
|
$
|
228.8
|
|
Written Call
|
$
|
—
|
|
|
$
|
235.9
|
|
Not designated as hedging activity:
|
|
|
|
||||
Purchased Put
|
$
|
—
|
|
|
$
|
160.5
|
|
Written Put
|
$
|
—
|
|
|
$
|
(216.0
|
)
|
|
|
Notional Amount
|
||||||
|
|
2013
|
|
2012
|
||||
Interest rate swap contracts entered into as fair value hedges of the following fixed-rate senior notes:
|
|
|
|
|
|
|
||
2.450% senior notes due 2015
|
|
$
|
300.0
|
|
|
$
|
—
|
|
1.900% senior notes due 2017
|
|
300.0
|
|
|
100.0
|
|
||
2.300% senior notes due 2018
|
|
200.0
|
|
|
—
|
|
||
3.950% senior notes due 2020
|
|
500.0
|
|
|
—
|
|
||
3.250% senior notes due 2022
|
|
850.0
|
|
|
200.0
|
|
||
4.000% senior notes due 2023
|
|
150.0
|
|
|
—
|
|
||
Total
|
|
$
|
2,300.0
|
|
|
$
|
300.0
|
|
|
|
December 31, 2013
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
Instrument
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Derivatives designated as hedging instruments:
|
|
|
||||||||||
Foreign exchange contracts
1
|
|
Other current assets
|
|
$
|
63.6
|
|
|
Other current assets
|
|
$
|
24.9
|
|
|
|
Other current liabilities
|
|
41.5
|
|
|
Other current liabilities
|
|
84.7
|
|
||
|
|
Other non-current assets
|
|
60.6
|
|
|
Other non-current assets
|
|
41.9
|
|
||
|
|
Other non-current liabilities
|
|
4.3
|
|
|
Other non-current liabilities
|
|
25.6
|
|
||
Interest rate swap agreements
|
|
Other current assets
|
|
17.1
|
|
|
Other current assets
|
|
—
|
|
||
|
|
Other non-current liabilities
|
|
—
|
|
|
Other non-current liabilities
|
|
68.3
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
||||||||||
Foreign exchange contracts
1
|
|
Other current assets
|
|
11.3
|
|
|
Other current assets
|
|
0.7
|
|
||
|
|
Other current liabilities
|
|
6.0
|
|
|
Other current liabilities
|
|
18.7
|
|
||
Interest rate swap agreements
|
|
Other current assets
|
|
0.1
|
|
|
Other current assets
|
|
—
|
|
||
|
|
Other non-current assets
|
|
1.5
|
|
|
Other non-current assets
|
|
—
|
|
||
Total
|
|
|
|
$
|
206.0
|
|
|
|
|
$
|
264.8
|
|
|
|
2013
|
|
|
||||||||||||||
|
|
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
|
|
|
||||||
Instrument
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
(Ineffective Portion
and Amount Excluded
From Effectiveness
Testing)
|
|
(Ineffective Portion
and Amount Excluded
From Effectiveness
Testing)
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
(9.7
|
)
|
|
Net product sales
|
|
$
|
10.7
|
|
|
Other income, net
|
|
$
|
12.6
|
|
|
2
|
Treasury rate lock agreements
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
(3.4
|
)
|
|
|
|
|
|
|
|
|
Forward starting interest rate swaps
|
|
$
|
6.5
|
|
|
Interest expense
|
|
$
|
—
|
|
|
|
|
|
|
|
1
|
Net losses of
$13.2 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
$6.3 million
of gains related to the ineffective portion of the hedging relationships and
$6.3 million
of gains related to amounts excluded from the assessment of hedge effectiveness.
|
|
|
2012
|
|
|
||||||||||||||
|
|
Amount of
Gain/(Loss)
Recognized in OCI
on Derivative
|
|
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
|
|
|
||||||
Instrument
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
(Ineffective Portion
and Amount Excluded
From Effectiveness
Testing)
|
|
(Ineffective Portion
and Amount Excluded
From Effectiveness
Testing)
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
74.5
|
|
|
Net product sales
|
|
$
|
80.9
|
|
|
Other income, net
|
|
$
|
(6.6
|
)
|
|
1
|
Treasury rate lock agreements
|
|
$
|
(35.3
|
)
|
|
Interest Expense
|
|
$
|
(1.3
|
)
|
|
|
|
|
|
|
|
1
|
The amount of net losses recognized in income represents
$9.0 million
in losses related to the ineffective portion of the hedging relationships and
$2.4 million
of gains related to amounts excluded from the assessment of hedge effectiveness.
|
|
|
Location of Gain (Loss)
Recognized in Income
on Derivative
|
|
Amount of Gain (Loss)
Recognized in Income
on Derivative
|
||||||
Instrument
|
|
2013
|
|
2012
|
||||||
Interest Rate Swaps
|
|
Interest expense
|
|
$
|
31.4
|
|
|
$
|
7.8
|
|
|
|
Location of Gain (Loss)
Recognized in Income
on Derivative
|
|
Amount of Gain (Loss)
Recognized in Income
on Derivative
|
||||||
Instrument
|
|
2013
|
|
2012
|
||||||
Foreign exchange contracts
|
|
Other income, net
|
|
$
|
34.1
|
|
|
$
|
23.8
|
|
Treasury rate lock agreements
|
|
Other income, net
|
|
$
|
—
|
|
|
$
|
3.7
|
|
Interest rate swap agreements
|
|
Other income, net
|
|
$
|
0.7
|
|
|
$
|
0.3
|
|
Put options sold
|
|
Other income, net
|
|
$
|
1.2
|
|
|
$
|
—
|
|
December 31, 2013
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Estimated
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$
|
795.2
|
|
|
$
|
0.3
|
|
|
$
|
(0.4
|
)
|
|
$
|
795.1
|
|
U.S. government-sponsored agency securities
|
|
208.9
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
208.9
|
|
||||
U.S. government-sponsored agency MBS
|
|
450.8
|
|
|
0.1
|
|
|
(6.9
|
)
|
|
444.0
|
|
||||
Non-U.S. government, agency and
Supranational securities
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
||||
Corporate debt – global
|
|
379.2
|
|
|
1.1
|
|
|
(0.6
|
)
|
|
379.7
|
|
||||
Asset backed securities
|
|
181.6
|
|
|
—
|
|
|
(0.2
|
)
|
|
181.4
|
|
||||
Marketable equity securities
|
|
212.9
|
|
|
220.2
|
|
|
—
|
|
|
433.1
|
|
||||
Total available-for-sale marketable securities
|
|
$
|
2,239.0
|
|
|
$
|
221.9
|
|
|
$
|
(8.3
|
)
|
|
$
|
2,452.6
|
|
December 31, 2012
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Estimated
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$
|
902.0
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
902.5
|
|
U.S. government-sponsored agency securities
|
|
303.5
|
|
|
0.3
|
|
|
—
|
|
|
303.8
|
|
||||
U.S. government-sponsored agency MBS
|
|
387.2
|
|
|
1.6
|
|
|
(1.8
|
)
|
|
387.0
|
|
||||
Non-U.S. government, agency and
Supranational securities
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
||||
Corporate debt – global
|
|
208.5
|
|
|
0.9
|
|
|
(0.2
|
)
|
|
209.2
|
|
||||
Marketable equity securities
|
|
0.4
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.3
|
|
||||
Total available-for-sale marketable securities
|
|
$
|
1,808.7
|
|
|
$
|
3.3
|
|
|
$
|
(2.1
|
)
|
|
$
|
1,809.9
|
|
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
December 31, 2013
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Loss
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Loss
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Loss
|
||||||||||||
U.S. Treasury securities
|
|
$
|
316.9
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
316.9
|
|
|
$
|
(0.4
|
)
|
U.S. government-sponsored agency securities
|
|
78.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
78.2
|
|
|
(0.2
|
)
|
||||||
U.S. government-sponsored agency MBS
|
|
358.9
|
|
|
(5.4
|
)
|
|
45.8
|
|
|
(1.5
|
)
|
|
404.7
|
|
|
(6.9
|
)
|
||||||
Corporate debt – global
|
|
135.1
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
135.1
|
|
|
(0.6
|
)
|
||||||
Asset backed securities
|
|
126.3
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
126.3
|
|
|
(0.2
|
)
|
||||||
Total
|
|
$
|
1,015.4
|
|
|
$
|
(6.8
|
)
|
|
$
|
45.8
|
|
|
$
|
(1.5
|
)
|
|
$
|
1,061.2
|
|
|
$
|
(8.3
|
)
|
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Duration of one year or less
|
|
$
|
391.8
|
|
|
$
|
391.6
|
|
Duration of one through three years
|
|
1,364.8
|
|
|
1,363.8
|
|
||
Duration of three through five years
|
|
233.9
|
|
|
229.8
|
|
||
Duration of over five years
|
|
35.6
|
|
|
34.3
|
|
||
Total
|
|
$
|
2,026.1
|
|
|
$
|
2,019.5
|
|
|
|
2013
|
|
2012
|
||||
Raw materials
|
|
$
|
147.4
|
|
|
$
|
79.2
|
|
Work in process
|
|
99.6
|
|
|
86.5
|
|
||
Finished goods
|
|
93.4
|
|
|
93.8
|
|
||
Total
|
|
$
|
340.4
|
|
|
$
|
259.5
|
|
|
|
2013
|
|
2012
|
||||
Land
|
|
$
|
37.9
|
|
|
$
|
36.7
|
|
Buildings
|
|
258.0
|
|
|
228.4
|
|
||
Building and operating equipment
|
|
30.8
|
|
|
30.0
|
|
||
Leasehold improvements
|
|
128.2
|
|
|
78.1
|
|
||
Machinery and equipment
|
|
193.8
|
|
|
175.2
|
|
||
Furniture and fixtures
|
|
46.3
|
|
|
41.2
|
|
||
Computer equipment and software
|
|
286.1
|
|
|
239.5
|
|
||
Construction in progress
|
|
44.6
|
|
|
90.1
|
|
||
Subtotal
|
|
1,025.7
|
|
|
919.2
|
|
||
Less accumulated depreciation and amortization
|
|
432.3
|
|
|
340.8
|
|
||
Total
|
|
$
|
593.4
|
|
|
$
|
578.4
|
|
|
|
2013
|
|
2012
|
||||
Compensation
|
|
$
|
261.7
|
|
|
$
|
170.3
|
|
Rebates, distributor chargebacks and distributor services
|
|
217.3
|
|
|
187.0
|
|
||
Clinical trial costs and grants
|
|
192.6
|
|
|
183.3
|
|
||
Common share repurchases
|
|
45.7
|
|
|
41.0
|
|
||
Interest
|
|
49.0
|
|
|
26.3
|
|
||
Royalties, license fees and collaboration agreements
|
|
52.4
|
|
|
19.4
|
|
||
Commercial related activities
|
|
46.6
|
|
|
22.8
|
|
||
Sales returns
|
|
15.5
|
|
|
13.3
|
|
||
Rent
|
|
14.8
|
|
|
9.5
|
|
||
Professional services
|
|
9.3
|
|
|
9.8
|
|
||
Other Taxes
|
|
7.6
|
|
|
8.3
|
|
||
Other
|
|
88.6
|
|
|
84.7
|
|
||
Total
|
|
$
|
1,001.1
|
|
|
$
|
775.7
|
|
|
|
2013
|
|
2012
|
||||
Contingent value rights – Abraxis acquisition
|
|
$
|
—
|
|
|
$
|
277.4
|
|
Sales, use and value added tax
|
|
50.9
|
|
|
56.9
|
|
||
Foreign exchange contracts
|
|
55.9
|
|
|
33.3
|
|
||
Collaboration agreement
|
|
7.0
|
|
|
17.0
|
|
||
Contingent consideration – Avila acquisition
|
|
62.7
|
|
|
17.4
|
|
||
Other
|
|
23.2
|
|
|
29.3
|
|
||
Total
|
|
$
|
199.7
|
|
|
$
|
431.3
|
|
|
|
2013
|
|
2012
|
||||
Contingent consideration – Avila acquisition
|
|
$
|
147.5
|
|
|
$
|
163.5
|
|
Deferred compensation and long-term incentives
|
|
127.2
|
|
|
99.2
|
|
||
Contingent value rights - Abraxis acquisition
|
|
118.1
|
|
|
—
|
|
||
Foreign exchange contracts
|
|
89.6
|
|
|
0.6
|
|
||
Deferred lease incentive
|
|
28.7
|
|
|
31.4
|
|
||
Collaboration agreement
|
|
28.0
|
|
|
—
|
|
||
Contingent consideration – Gloucester acquisition
|
|
18.3
|
|
|
17.3
|
|
||
Manufacturing facility purchase
|
|
13.9
|
|
|
14.4
|
|
||
Other
|
|
11.4
|
|
|
29.1
|
|
||
Total
|
|
$
|
582.7
|
|
|
$
|
355.5
|
|
December 31, 2013
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Intangible
Assets,
Net
|
|
Weighted
Average
Life (Years)
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
||||||
Acquired developed product rights
|
|
$
|
3,405.9
|
|
|
$
|
(1,026.4
|
)
|
|
$
|
2,379.5
|
|
|
13.0
|
Technology
|
|
333.7
|
|
|
(87.4
|
)
|
|
246.3
|
|
|
7.0
|
|||
Licenses
|
|
66.2
|
|
|
(13.9
|
)
|
|
52.3
|
|
|
16.5
|
|||
Other
|
|
42.5
|
|
|
(18.8
|
)
|
|
23.7
|
|
|
8.6
|
|||
|
|
3,848.3
|
|
|
(1,146.5
|
)
|
|
2,701.8
|
|
|
12.5
|
|||
Non-amortized intangible assets:
|
|
|
|
|
|
|
|
|
||||||
Acquired IPR&D product rights
|
|
137.9
|
|
|
—
|
|
|
137.9
|
|
|
|
|||
Total intangible assets
|
|
$
|
3,986.2
|
|
|
$
|
(1,146.5
|
)
|
|
$
|
2,839.7
|
|
|
|
December 31, 2012
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Intangible
Assets,
Net
|
|
Weighted
Average
Life (Years)
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
||||||
Acquired developed product rights
|
|
$
|
3,400.4
|
|
|
$
|
(814.5
|
)
|
|
$
|
2,585.9
|
|
|
13.0
|
Technology
|
|
333.3
|
|
|
(39.8
|
)
|
|
293.5
|
|
|
7.0
|
|||
Licenses
|
|
64.3
|
|
|
(10.0
|
)
|
|
54.3
|
|
|
16.8
|
|||
Other
|
|
43.4
|
|
|
(14.6
|
)
|
|
28.8
|
|
|
8.5
|
|||
|
|
3,841.4
|
|
|
(878.9
|
)
|
|
2,962.5
|
|
|
12.5
|
|||
Non-amortized intangible assets:
|
|
|
|
|
|
|
|
|
||||||
Acquired IPR&D product rights
|
|
137.9
|
|
|
—
|
|
|
137.9
|
|
|
|
|||
Total intangible assets
|
|
$
|
3,979.3
|
|
|
$
|
(878.9
|
)
|
|
$
|
3,100.4
|
|
|
|
Balance at December 31, 2012
|
$
|
2,042.8
|
|
Tax benefit on the exercise of Pharmion converted stock options
|
(1.6
|
)
|
|
Balance at December 31, 2013
|
$
|
2,041.2
|
|
|
|
2013
|
|
2012
|
||||
2.450% senior notes due 2015
|
|
$
|
513.9
|
|
|
$
|
520.1
|
|
1.900% senior notes due 2017
|
|
499.9
|
|
|
500.6
|
|
||
2.300% senior notes due 2018
|
|
399.0
|
|
|
—
|
|
||
3.950% senior notes due 2020
|
|
484.6
|
|
|
499.0
|
|
||
3.250% senior notes due 2022
|
|
956.6
|
|
|
1,002.1
|
|
||
4.000% senior notes due 2023
|
|
696.3
|
|
|
—
|
|
||
5.700% senior notes due 2040
|
|
249.6
|
|
|
249.5
|
|
||
5.250% senior notes due 2043
|
|
396.6
|
|
|
—
|
|
||
Total long-term debt
|
|
$
|
4,196.5
|
|
|
$
|
2,771.3
|
|
|
|
Common Stock
|
|
Common Stock
in Treasury
|
||
December 31, 2010
|
|
482.2
|
|
|
(11.8
|
)
|
Exercise of stock options, warrants and conversion of restricted stock units
|
|
5.2
|
|
|
—
|
|
Issuance of common stock for employee benefit plans
|
|
—
|
|
|
0.2
|
|
Shares repurchased under share repurchase program
|
|
—
|
|
|
(38.3
|
)
|
December 31, 2011
|
|
487.4
|
|
|
(49.9
|
)
|
Exercise of stock options, warrants and conversion of restricted stock units
|
|
10.7
|
|
|
(0.2
|
)
|
Issuance of common stock for employee benefit plans
|
|
0.3
|
|
|
—
|
|
Shares repurchased under share repurchase program
|
|
—
|
|
|
(28.6
|
)
|
December 31, 2012
|
|
498.4
|
|
|
(78.7
|
)
|
Exercise of stock options and conversion of restricted stock units
|
|
12.5
|
|
|
(0.5
|
)
|
Issuance of common stock for employee benefit plans
|
|
0.3
|
|
|
—
|
|
Shares repurchased under share repurchase program
|
|
—
|
|
|
(22.3
|
)
|
December 31, 2013
|
|
511.2
|
|
|
(101.5
|
)
|
|
|
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, 2011
|
|
$
|
(5.4
|
)
|
|
$
|
1.8
|
|
|
$
|
8.7
|
|
|
$
|
(67.4
|
)
|
|
$
|
(62.3
|
)
|
Period change
|
|
(4.7
|
)
|
|
2.4
|
|
|
(24.7
|
)
|
|
39.6
|
|
|
12.6
|
|
|||||
Balance December 31, 2012
|
|
(10.1
|
)
|
|
4.2
|
|
|
(16.0
|
)
|
|
(27.8
|
)
|
|
(49.7
|
)
|
|||||
Period change
|
|
3.2
|
|
|
133.1
|
|
|
(20.0
|
)
|
|
27.4
|
|
|
143.7
|
|
|||||
Balance December 31, 2013
|
|
$
|
(6.9
|
)
|
|
$
|
137.3
|
|
|
$
|
(36.0
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
94.0
|
|
|
|
|
|
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,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||
Gains (losses) from cash-flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
Net product sales
|
|
$
|
10.7
|
|
|
$
|
80.9
|
|
|
$
|
—
|
|
Treasury rate lock agreements
|
|
Interest (expense)
|
|
(3.4
|
)
|
|
(1.3
|
)
|
|
—
|
|
|||
|
|
Income tax benefit (expense)
|
|
6.9
|
|
|
(1.9
|
)
|
|
(2.9
|
)
|
|||
Gains (losses) from available-for-sale marketable securities:
|
|
|
|
|
|
|
||||||||
Realized income (loss) on sales of marketable securities
|
|
Interest and investment income, net
|
|
(7.3
|
)
|
|
(1.1
|
)
|
|
4.0
|
|
|||
|
|
Income tax benefit
|
|
2.2
|
|
|
0.1
|
|
|
0.3
|
|
|||
Total reclassification, net of tax
|
|
|
|
$
|
9.1
|
|
|
$
|
76.7
|
|
|
$
|
1.4
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cost of goods sold
|
|
$
|
18.5
|
|
|
$
|
12.4
|
|
|
$
|
9.8
|
|
Research and development
|
|
144.7
|
|
|
102.4
|
|
|
104.7
|
|
|||
Selling, general and administrative
|
|
162.6
|
|
|
116.2
|
|
|
102.7
|
|
|||
Total share-based compensation expense
|
|
325.8
|
|
|
231.0
|
|
|
217.2
|
|
|||
Tax benefit related to share-based compensation expense
|
|
94.5
|
|
|
61.3
|
|
|
55.9
|
|
|||
Reduction in income
|
|
$
|
231.3
|
|
|
$
|
169.7
|
|
|
$
|
161.3
|
|
|
|
2013
|
|
2012
|
|
2011
|
Risk-free interest rate
|
|
0.68% - 1.70%
|
|
0.21% - 1.23%
|
|
0.21% - 2.20%
|
Expected volatility
|
|
27% - 35%
|
|
27% - 30%
|
|
27% - 33%
|
Weighted average expected volatility
|
|
31%
|
|
28%
|
|
29%
|
Expected term (years)
|
|
5.03 - 5.50
|
|
1.30 - 5.17
|
|
1.80 - 5.20
|
Expected dividend yield
|
|
0%
|
|
0%
|
|
0%
|
|
|
Options
|
|
Weighted
Average Exercise
Price Per Option
|
|
Weighted
Average Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value
(In Millions)
|
|||||
Outstanding at December 31, 2012
|
|
42.6
|
|
|
$
|
58.31
|
|
|
6.9
|
|
$
|
860.3
|
|
Changes during the Year:
|
|
|
|
|
|
|
|
|
|||||
Granted
|
|
9.6
|
|
|
131.96
|
|
|
|
|
|
|
||
Exercised
|
|
(11.5
|
)
|
|
54.23
|
|
|
|
|
|
|
||
Forfeited
|
|
(1.1
|
)
|
|
73.96
|
|
|
|
|
|
|
||
Expired
|
|
—
|
|
|
56.74
|
|
|
|
|
|
|
||
Outstanding at December 31, 2013
|
|
39.6
|
|
|
$
|
76.94
|
|
|
7.1
|
|
$
|
3,643.4
|
|
Vested at December 31, 2013 or expected to vest in the future
|
|
38.9
|
|
|
$
|
76.46
|
|
|
7.0
|
|
$
|
3,595.3
|
|
Vested at December 31, 2013
|
|
17.0
|
|
|
$
|
54.81
|
|
|
5.3
|
|
$
|
1,945.6
|
|
Nonvested RSUs
|
|
Share
Equivalent
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at December 31, 2012
|
|
4.5
|
|
|
$
|
66.20
|
|
Changes during the period:
|
|
|
|
|
|||
Granted
|
|
1.8
|
|
|
124.96
|
|
|
Vested
|
|
(0.8
|
)
|
|
60.17
|
|
|
Forfeited
|
|
(0.4
|
)
|
|
63.20
|
|
|
Nonvested at December 31, 2013
|
|
5.1
|
|
|
$
|
88.15
|
|
Nonvested Performance-Based RSUs
|
|
Share Equivalent
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at December 31, 2012
|
|
26
|
|
|
$
|
60.80
|
|
Changes during the period:
|
|
|
|
|
|||
Granted
|
|
46
|
|
|
119.02
|
|
|
Vested
|
|
(6
|
)
|
|
60.78
|
|
|
Forfeited
|
|
(8
|
)
|
|
64.26
|
|
|
Non-vested at December 31, 2013
|
|
58
|
|
|
$
|
106.87
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
U.S.
|
|
$
|
36.8
|
|
|
$
|
279.6
|
|
|
$
|
416.8
|
|
Non-U.S.
|
|
1,628.6
|
|
|
1,401.9
|
|
|
1,002.7
|
|
|||
Income before income taxes
|
|
$
|
1,665.4
|
|
|
$
|
1,681.5
|
|
|
$
|
1,419.5
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States:
|
|
|
|
|
|
|
||||||
Taxes currently payable:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
352.6
|
|
|
$
|
101.5
|
|
|
$
|
100.8
|
|
State and local
|
|
45.4
|
|
|
(31.8
|
)
|
|
33.2
|
|
|||
Deferred income taxes
|
|
(245.1
|
)
|
|
107.3
|
|
|
(67.1
|
)
|
|||
Total U.S. tax provision
|
|
152.9
|
|
|
177.0
|
|
|
66.9
|
|
|||
International:
|
|
|
|
|
|
|
||||||
Taxes currently payable
|
|
64.1
|
|
|
55.4
|
|
|
53.8
|
|
|||
Deferred income taxes
|
|
(1.5
|
)
|
|
(7.1
|
)
|
|
(18.6
|
)
|
|||
Total international tax provision
|
|
62.6
|
|
|
48.3
|
|
|
35.2
|
|
|||
Total provision
|
|
$
|
215.5
|
|
|
$
|
225.3
|
|
|
$
|
102.1
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Federal and state NOL carryforwards
|
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
12.6
|
|
|
$
|
—
|
|
Deferred revenue
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
||||
Capitalized research expenses
|
|
6.1
|
|
|
—
|
|
|
37.1
|
|
|
—
|
|
||||
Tax credit carryforwards
|
|
4.2
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
||||
Non-qualified stock options
|
|
183.3
|
|
|
—
|
|
|
164.4
|
|
|
—
|
|
||||
Plant and equipment, primarily differences in depreciation
|
|
—
|
|
|
(9.6
|
)
|
|
—
|
|
|
(13.6
|
)
|
||||
Inventory
|
|
8.4
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
||||
Other assets
|
|
32.7
|
|
|
(0.7
|
)
|
|
26.8
|
|
|
(9.3
|
)
|
||||
Intangibles
|
|
311.9
|
|
|
(1,005.0
|
)
|
|
187.2
|
|
|
(1,069.2
|
)
|
||||
Accrued and other expenses
|
|
161.3
|
|
|
—
|
|
|
116.1
|
|
|
—
|
|
||||
Unremitted earnings
|
|
—
|
|
|
(316.5
|
)
|
|
—
|
|
|
(316.5
|
)
|
||||
Unrealized (gains) losses on securities
|
|
—
|
|
|
(71.4
|
)
|
|
17.3
|
|
|
—
|
|
||||
Subtotal
|
|
715.5
|
|
|
(1,403.2
|
)
|
|
574.2
|
|
|
(1,408.6
|
)
|
||||
Valuation allowance
|
|
(35.5
|
)
|
|
—
|
|
|
(41.7
|
)
|
|
—
|
|
||||
Total deferred taxes
|
|
$
|
680.0
|
|
|
$
|
(1,403.2
|
)
|
|
$
|
532.5
|
|
|
$
|
(1,408.6
|
)
|
Net deferred tax asset (liability)
|
|
|
|
|
$
|
(723.2
|
)
|
|
|
|
|
$
|
(876.1
|
)
|
|
|
2013
|
|
2012
|
||||
Current assets
|
|
$
|
25.3
|
|
|
$
|
93.2
|
|
Other assets (non-current)
|
|
56.4
|
|
|
49.1
|
|
||
Current liabilities
|
|
—
|
|
|
—
|
|
||
Other non-current liabilities
|
|
(804.9
|
)
|
|
(1,018.4
|
)
|
||
Net deferred tax asset (liability)
|
|
$
|
(723.2
|
)
|
|
$
|
(876.1
|
)
|
Percentages
|
|
2013
|
|
2012
|
|
2011
|
|||
U.S. statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign tax rate differences
|
|
(28.8
|
)%
|
|
(28.0
|
)%
|
|
(21.1
|
)%
|
Unremitted earnings
|
|
—
|
%
|
|
18.8
|
%
|
|
—
|
%
|
State taxes, net of federal benefit
|
|
0.6
|
%
|
|
1.1
|
%
|
|
0.7
|
%
|
Change in valuation allowance
|
|
1.2
|
%
|
|
0.4
|
%
|
|
—
|
%
|
Acquisition related differences
|
|
3.7
|
%
|
|
3.8
|
%
|
|
(3.5
|
)%
|
Changes in uncertain tax positions
|
|
0.8
|
%
|
|
(19.3
|
)%
|
|
(2.5
|
)%
|
Other
|
|
0.4
|
%
|
|
1.6
|
%
|
|
(1.4
|
)%
|
Effective income tax rate
|
|
12.9
|
%
|
|
13.4
|
%
|
|
7.2
|
%
|
|
|
2013
|
|
2012
|
||||
Balance at beginning of year
|
|
$
|
174.7
|
|
|
$
|
596.8
|
|
Increases related to prior year tax positions
|
|
25.5
|
|
|
—
|
|
||
Decreases related to prior year tax positions
|
|
—
|
|
|
—
|
|
||
Increases related to current year tax positions
|
|
30.2
|
|
|
38.1
|
|
||
Settlements
|
|
(10.3
|
)
|
|
(450.6
|
)
|
||
Lapse of statute
|
|
(0.9
|
)
|
|
(9.6
|
)
|
||
Balance at end of year
|
|
$
|
219.2
|
|
|
$
|
174.7
|
|
|
|
Year ended December 31,
|
|
As of December 31,
1
|
||||||||||||||||||||||
|
|
Research and Development Expense
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Upfront
Fees
|
Milestones
|
Extension of
Agreements
|
Amortization of Prepaid Research and
Development
|
|
Additional Equity Investments
Made
|
|
Intangible Asset
Balance
|
Equity Investment
Balance
|
Percentage of Outstanding
Equity
|
|||||||||||||||
Acceleron
|
2013
|
$
|
—
|
|
$
|
17.0
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
10.0
|
|
|
$
|
—
|
|
$
|
127.2
|
|
11
|
%
|
|
2012
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
30.5
|
|
12
|
%
|
|||||||
|
2011
|
25.0
|
|
14.5
|
|
—
|
|
—
|
|
|
25.0
|
|
|
|
|
|
||||||||||
|
2010 and prior
|
45.0
|
|
13.0
|
|
—
|
|
—
|
|
|
5.5
|
|
|
|
|
|
||||||||||
Agios
|
2013
|
—
|
|
—
|
|
20.0
|
|
—
|
|
|
12.8
|
|
|
—
|
|
113.0
|
|
15
|
%
|
|||||||
|
2012
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
37.5
|
|
17
|
%
|
|||||||
|
2011
|
—
|
|
—
|
|
20.0
|
|
—
|
|
|
28.7
|
|
|
|
|
|
||||||||||
|
2010 and prior
|
121.2
|
|
—
|
|
—
|
|
—
|
|
|
8.8
|
|
|
|
|
|
||||||||||
Epizyme
|
2013
|
—
|
|
25.0
|
|
—
|
|
—
|
|
|
1.0
|
|
|
—
|
|
69.4
|
|
12
|
%
|
|||||||
|
2012
|
65.0
|
|
—
|
|
—
|
|
—
|
|
|
25.0
|
|
|
—
|
|
25.0
|
|
15
|
%
|
|||||||
bluebird
|
2013
|
74.7
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
0.2
|
|
—
|
|
—
|
%
|
|||||||
FORMA
|
2013
|
52.8
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
0.2
|
|
—
|
|
—
|
%
|
|||||||
MorphoSys
|
2013
|
94.3
|
|
—
|
|
—
|
|
—
|
|
|
61.3
|
|
|
—
|
|
61.4
|
|
3
|
%
|
|||||||
Acetylon
|
2013
|
50.0
|
|
—
|
|
—
|
|
4.3
|
|
|
10.0
|
|
|
35.7
|
|
25.0
|
|
10
|
%
|
|||||||
|
2012
|
—
|
|
—
|
|
—
|
|
—
|
|
|
5.0
|
|
|
—
|
|
15.0
|
|
10
|
%
|
|||||||
|
2011
|
—
|
|
—
|
|
—
|
|
—
|
|
|
10.0
|
|
|
|
|
|
||||||||||
Oncomed
|
2013
|
155.0
|
|
—
|
|
—
|
|
—
|
|
|
22.2
|
|
|
—
|
|
43.4
|
|
5
|
%
|
|||||||
Other Collaboration Arrangements
|
2013
|
149.0
|
|
—
|
|
—
|
|
3.0
|
|
|
13.6
|
|
|
25.6
|
|
30.0
|
|
N/A
|
|
|||||||
2012
|
113.5
|
|
5.4
|
|
—
|
|
0.2
|
|
|
13.6
|
|
|
27.3
|
|
29.9
|
|
N/A
|
|
||||||||
2011
|
103.5
|
|
1.0
|
|
2.4
|
|
—
|
|
|
1.1
|
|
|
|
|
|
•
|
Milestone Payment #1.
$250.0 million
upon FDA approval of ABRAXANE® for use in the treatment of NSCLC if such approval permits us to market ABRAXANE® with FDA approval that includes a progression-free survival, or PFS, claim, but only if this milestone is achieved no later than the fifth anniversary of the Merger.
|
•
|
Milestone Payment #2.
$400.0 million
(if achieved no later than April 1, 2013) or
$300.0 million
(if achieved after April 1, 2013 and before the fifth anniversary of the Merger) upon FDA approval of ABRAXANE
®
for use in the treatment of pancreatic cancer, if such approval permits us to market ABRAXANE
®
with FDA approval that includes an overall survival claim.
|
•
|
Net Sales Payments.
For each full
one
-year period ending December 31 during the term of the CVR Agreement, which we refer to as a net sales measuring period (with the first net sales measuring period beginning January 1, 2011 and ending December 31, 2011):
|
◦
|
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
|
||
2014
|
$
|
54.5
|
|
2015
|
47.7
|
|
|
2016
|
39.6
|
|
|
2017
|
31.4
|
|
|
2018
|
21.4
|
|
|
Thereafter
|
44.6
|
|
|
Total minimum lease payments
|
$
|
239.2
|
|
Revenues
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
|
$
|
3,862.1
|
|
|
$
|
3,169.1
|
|
|
$
|
2,860.9
|
|
Europe
|
|
1,865.7
|
|
|
1,617.7
|
|
|
1,477.5
|
|
|||
All other
|
|
766.1
|
|
|
719.9
|
|
|
503.7
|
|
|||
Total revenues
|
|
$
|
6,493.9
|
|
|
$
|
5,506.7
|
|
|
$
|
4,842.1
|
|
Long-Lived Assets
1
|
|
2013
|
|
2012
|
||||
United States
|
|
$
|
348.0
|
|
|
$
|
343.3
|
|
Europe
|
|
230.4
|
|
|
221.5
|
|
||
All other
|
|
15.0
|
|
|
13.6
|
|
||
Total long lived assets
|
|
$
|
593.4
|
|
|
$
|
578.4
|
|
1
|
Long-lived assets consist of net property, plant and equipment.
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
REVLIMID
®
|
|
$
|
4,280.3
|
|
|
$
|
3,766.6
|
|
|
$
|
3,208.2
|
|
VIDAZA
®
|
|
803.3
|
|
|
823.2
|
|
|
705.3
|
|
|||
ABRAXANE
®
|
|
648.9
|
|
|
426.7
|
|
|
385.9
|
|
|||
POMALYST
®
/IMNOVID
®
|
|
305.4
|
|
|
12.0
|
|
|
0.6
|
|
|||
THALOMID
®
|
|
244.5
|
|
|
302.1
|
|
|
339.1
|
|
|||
ISTODAX
®
|
|
54.0
|
|
|
50.0
|
|
|
30.9
|
|
|||
Azacitidine for injection
|
|
23.3
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
2.6
|
|
|
5.0
|
|
|
29.7
|
|
|||
Total net product sales
|
|
6,362.3
|
|
|
5,385.6
|
|
|
4,699.7
|
|
|||
Collaborative agreements and other revenue
|
|
14.7
|
|
|
10.7
|
|
|
19.5
|
|
|||
Royalty revenue
|
|
116.9
|
|
|
110.4
|
|
|
122.9
|
|
|||
Total revenue
|
|
$
|
6,493.9
|
|
|
$
|
5,506.7
|
|
|
$
|
4,842.1
|
|
|
|
Percent of Total Revenue
|
|
Percent of Net Accounts Receivable
|
|||||||||||
Customer
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|||||
Amerisource Bergen Corp.
|
|
10.7
|
%
|
|
11.5
|
%
|
|
12.6
|
%
|
|
6.4
|
%
|
|
9.6
|
%
|
2013
|
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
3
|
|
Year
|
||||||||||
Total revenue
|
|
$
|
1,464.6
|
|
|
$
|
1,599.0
|
|
|
$
|
1,674.4
|
|
|
$
|
1,755.9
|
|
|
$
|
6,493.9
|
|
Gross profit
1
|
|
1,348.8
|
|
|
1,483.2
|
|
|
1,557.8
|
|
|
1,632.1
|
|
|
6,021.9
|
|
|||||
Income tax provision
|
|
63.5
|
|
|
79.7
|
|
|
69.5
|
|
|
2.8
|
|
|
215.5
|
|
|||||
Net income attributable to Celgene
|
|
384.9
|
|
|
478.1
|
|
|
372.5
|
|
|
214.4
|
|
|
1,449.9
|
|
|||||
Net income per share:
2
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.92
|
|
|
$
|
1.15
|
|
|
$
|
0.90
|
|
|
$
|
0.52
|
|
|
$
|
3.50
|
|
Diluted
|
|
$
|
0.89
|
|
|
$
|
1.11
|
|
|
$
|
0.87
|
|
|
$
|
0.50
|
|
|
$
|
3.37
|
|
Weighted average shares (in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
417.9
|
|
|
414.1
|
|
|
412.3
|
|
|
411.2
|
|
|
413.8
|
|
|||||
Diluted
|
|
432.2
|
|
|
429.3
|
|
|
428.8
|
|
|
428.6
|
|
|
430.3
|
|
2012
|
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
4
|
|
Year
|
||||||||||
Total revenue
|
|
$
|
1,273.3
|
|
|
$
|
1,366.8
|
|
|
$
|
1,419.2
|
|
|
$
|
1,447.4
|
|
|
$
|
5,506.7
|
|
Gross profit
1
|
|
1,173.0
|
|
|
1,264.7
|
|
|
1,313.4
|
|
|
1,335.4
|
|
|
5,086.5
|
|
|||||
Income tax provision
|
|
72.5
|
|
|
73.3
|
|
|
52.3
|
|
|
27.2
|
|
|
225.3
|
|
|||||
Net income attributable to Celgene
|
|
401.5
|
|
|
367.4
|
|
|
424.2
|
|
|
263.1
|
|
|
1,456.2
|
|
|||||
Net income per share attributable to Celgene:
2
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.92
|
|
|
$
|
0.84
|
|
|
$
|
0.99
|
|
|
$
|
0.62
|
|
|
$
|
3.38
|
|
Diluted
|
|
$
|
0.90
|
|
|
$
|
0.82
|
|
|
$
|
0.97
|
|
|
$
|
0.61
|
|
|
$
|
3.30
|
|
Weighted average shares (in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
438.3
|
|
|
436.7
|
|
|
427.2
|
|
|
421.6
|
|
|
430.9
|
|
|||||
Diluted
|
|
448.6
|
|
|
445.4
|
|
|
436.3
|
|
|
432.3
|
|
|
440.8
|
|
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
|
Net income attributable to Celgene for 2013 was moderately lower in the fourth quarter compared to each of the other three quarters. The decrease was primarily due to a higher level of expense related to research and development collaborations, an increase in fair value of our liability related to CVRs and an asset impairment charge related to a royalty receivable asset.
|
4
|
Net income attributable to Celgene for 2012 was moderately lower in the fourth quarter compared to each of the other three quarters. The decrease was primarily due to an increase in fair value of our liability related to the CVRs.
|
|
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 November 18, 2007, among Pharmion Corporation, Celgene Corporation and Cobalt Acquisition LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on November 19, 2007).
|
2.2
|
|
Agreement and Plan of Merger dated as of June 30, 2010, among Celgene Corporation, Artistry Acquisition Corp. and Abraxis Bioscience, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 1, 2010).
|
3.1
|
|
Certificate of Incorporation of the Company, as amended through February 16, 2006 (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2005).
|
3.2
|
|
Bylaws of the Company (incorporated by reference to Exhibit 2 to the Company's Current Report on Form 8-K, dated September 16, 1996), as amended effective May 1, 2006 (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006), as further amended effective December 16, 2009 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 17, 2009), and as further amended effective February 17, 2010 (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
|
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
|
|
Form of 2.450% Senior Notes due 2015 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on October 7, 2010).
|
4.6
|
|
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).
|
4.7
|
|
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).
|
4.8
|
|
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).
|
Exhibit
No.
|
Exhibit Description
|
|
10.12
|
|
Lease Agreement between the Company and Powder Horn Associates, with respect to the Warren, New Jersey property, dated January 16, 1987 (incorporated by reference to Exhibit 10.17 to the Company's Registration Statement on Form S-1 dated July 24, 1987) (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004).
|
10.13
|
|
Finished Goods Supply Agreement between the Company and Penn Pharmaceutical Services Limited, dated September 8, 2004 (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 10.52 to the Company's Annual Report on Form 10-K for the year ended December 31, 2005).
|
10.14
|
|
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).
|
10.15
|
|
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).
|
10.16
|
|
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).
|
10.17
|
|
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).
|
10.18
|
|
Amended and Restated Credit Agreement among Celgene Corporation, the lender parties named therein, and Citibank, N.A., as administrative agent, dated as of April 18, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 19, 2013).
|
10.19*
|
|
Celgene Corporation Management Incentive Plan.
|
10.20
|
|
Form of Stock Option Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.21
|
|
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.22
|
|
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).
|
10.23
|
|
Letter agreement with Thomas O. Daniel, M.D. (incorporated by reference to Exhibit 10. 2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
10.24
|
|
Letter agreement with Perry A. Karsen (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
14.1
|
|
Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004).
|
21.1*
|
|
List of Subsidiaries.
|
23.1*
|
|
Consent of KPMG LLP.
|
24.1*
|
|
Power of Attorney (included in Signature Page).
|
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, 2013, 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/ Robert J. Hugin
Robert J. Hugin
Chief Executive Officer
(principal executive officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Robert J. Hugin
Robert J. Hugin
|
|
Chairman of the Board;
Chief Executive Officer (principal executive officer)
|
|
February 13, 2014
|
/s/ Jacqualyn A. Fouse
Jacqualyn A. Fouse
|
|
Chief Financial Officer
(principal financial and accounting officer)
|
|
February 13, 2014
|
/s/ Richard W. Barker
Richard W. Barker
|
|
Director
|
|
February 13, 2014
|
/s/ Michael D. Casey
Michael D. Casey
|
|
Director
|
|
February 13, 2014
|
/s/ Carrie S. Cox
Carrie S. Cox
|
|
Director
|
|
February 13, 2014
|
/s/ Rodman L. Drake
Rodman L. Drake
|
|
Director
|
|
February 13, 2014
|
/s/ Michael A. Friedman
Michael A. Friedman
|
|
Director
|
|
February 13, 2014
|
/s/ Gilla Kaplan
Gilla Kaplan
|
|
Director
|
|
February 13, 2014
|
/s/ James Loughlin
James Loughlin
|
|
Director
|
|
February 13, 2014
|
/s/ Ernest Mario
Ernest Mario
|
|
Director
|
|
February 13, 2014
|
Year ended December 31,
|
|
Balance at
Beginning of
Year
|
|
Additions Charged
to Expense or
Sales
|
|
Deductions
|
|
Balance at
End of Year
|
||||||||
|
|
(In millions)
|
||||||||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
21.8
|
|
|
$
|
12.3
|
|
|
$
|
6.2
|
|
|
$
|
27.9
|
|
Allowance for customer discounts
|
|
11.2
|
|
|
74.3
|
|
1
|
73.4
|
|
|
12.1
|
|
||||
Subtotal
|
|
33.0
|
|
|
86.6
|
|
|
79.6
|
|
|
40.0
|
|
||||
Allowance for sales returns
|
|
13.3
|
|
|
9.6
|
|
1
|
7.4
|
|
|
15.5
|
|
||||
Total
|
|
$
|
46.3
|
|
|
$
|
96.2
|
|
|
$
|
87.0
|
|
|
$
|
55.5
|
|
2012
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
10.1
|
|
|
$
|
12.5
|
|
|
$
|
0.8
|
|
|
$
|
21.8
|
|
Allowance for customer discounts
|
|
8.7
|
|
|
64.9
|
|
1
|
62.4
|
|
|
11.2
|
|
||||
Subtotal
|
|
18.8
|
|
|
77.4
|
|
|
63.2
|
|
|
33.0
|
|
||||
Allowance for sales returns
|
|
9.0
|
|
|
7.5
|
|
1
|
3.2
|
|
|
13.3
|
|
||||
Total
|
|
$
|
27.8
|
|
|
$
|
84.9
|
|
|
$
|
66.4
|
|
|
$
|
46.3
|
|
2011
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
4.8
|
|
|
$
|
6.4
|
|
|
$
|
1.1
|
|
|
$
|
10.1
|
|
Allowance for customer discounts
|
|
8.3
|
|
|
56.1
|
|
1
|
55.7
|
|
|
8.7
|
|
||||
Subtotal
|
|
13.1
|
|
|
62.5
|
|
|
56.8
|
|
|
18.8
|
|
||||
Allowance for sales returns
|
|
4.8
|
|
|
16.8
|
|
1
|
12.6
|
|
|
9.0
|
|
||||
Total
|
|
$
|
17.9
|
|
|
$
|
79.3
|
|
|
$
|
69.4
|
|
|
$
|
27.8
|
|
1
|
Amounts are a reduction from gross sales.
|
|
Celgene Corporation
|
Management Incentive Plan (MIP)
|
Retirement after December 31 of the Plan Year for reasons other than cause or gross misconduct, but prior to when the Plan Year MIP payments are made.
|
Employee is eligible for a MIP award for the
completed
Plan Year; payment is calculated using actual individual and company performance and is paid according to schedule established for active employees. This means that performance document must be completed and approved for employee (including ratings and scores for each goal).
Employee is also eligible for a prorated MIP award for the following Plan Year based on the number of days worked during that Plan Year and is typically paid at target at the time of termination (see Involuntary termination during the Plan Year section). Celgene Management, in its sole discretion, may award payments at, above or below target based on latest estimates of Celgene performance.
|
|
|
Death in Service
|
Award is prorated using eligible earnings (or a prorated fixed bonus amount) based on the number of days worked during the Plan Year and is typically paid at target to the estate at time of death. Celgene Management may award payments at, above or below target based on latest estimates of company performance.
|
|
|
Leaves of Absence and Disability
|
Award is prorated using eligible earnings (or a prorated fixed bonus amount) based on the number of days of Active Employment. Bonus is paid in accordance with schedule defined for active employees. Special rules may apply in different countries.
|
|
|
Transfers to or from countries with different currencies
|
Award is paid from employee’s payroll (and currency) as of February 1. Exchange rates as of February 1 are used.
|
•
|
Individual objectives:
Set as part of the performance management process and are approved by Celgene Management
|
•
|
Divisional, functional, regional and country objectives
: Set by Celgene Management and approved by the Chief Executive Officer
|
•
|
Corporate objectives
: Set by Celgene Management under the direction of the Chief Executive Officer and are subject to the approval of the Compensation Committee
|
Employees in Grades
|
Bonus Determined by
|
Associate Managers through Associate Directors (Grades 8-11 or grade level equivalent)
|
Combination of individual and business performance and values scores
|
Directors (Grade 12 and above or grade level equivalent)
|
Combination of individual and business performance
|
•
|
The provision for extra credit must have been included in the goal at the time it was approved
|
•
|
The measure of the criteria for extra credit must have been specified when the goal was approved.
|
•
|
The performance and results for the extra credit must be thoroughly documented in the Performance Review.
|
Name
|
State or Other Jurisdiction of Incorporation
|
Celgene Inc.
|
Canada
|
Abraxis Bioscience Australia Pty Ltd.
|
Australia
|
Abraxis BioScience International Holding Company, Inc.
|
Delaware
|
Abraxis BioScience Puerto Rico, LLC
|
Puerto Rico
|
Abraxis BioScience Service (Beijing) Co. Ltd. Beijing, P.R.C.
|
People’s Republic of China
|
Abraxis BioScience, LLC
|
Delaware
|
Anthrogenesis Corporation
|
New Jersey
|
Cabrellis Pharmaceuticals Corp.
|
Delaware
|
Celgene Alpine Investment. Co., LLC
Celgene Alpine Investment. Co. II, LLC
|
Delaware
Delaware
|
Celgene Ab
|
Finland
|
Celgene AB
|
Sweden
|
Celgene ApS
|
Denmark
|
Celgene AS
|
Norway
|
Celgene BV
|
Netherlands
|
Celgene BVBA
|
Belgium
|
Celgene Chemicals Sarl
|
Switzerland
|
Celgene Co.
|
South Korea
|
Celgene Edinburgh Finance
|
Scotland
|
Celgene Europe, Limited
|
United Kingdom
|
Celgene European Investment Co. LLC
|
Delaware
|
Celgene Financing Company, LLC
|
Delaware
|
Celgene GmbH
|
Austria
|
Celgene GmbH
|
Germany
|
Celgene GmbH
|
Switzerland
|
Celgene Holdings East Corp.
|
New Jersey
|
Celgene Holdings Sarl
Celgene Holdings II Sarl
|
Switzerland
Switzerland
|
Celgene International Holdings Corporation
|
Delaware
|
Celgene International SARL
|
Switzerland
|
Celgene International, Inc.
|
Delaware
|
Celgene Kft
|
Hungary
|
Celgene KK
|
Japan
|
Celgene Limited
|
Hong Kong
|
Celgene Limited
|
Ireland
|
Celgene Limited
|
Taiwan
|
Celgene Limited
|
United Kingdom
|
Celgene llac Pazarlama ve Tic.Ltd. Sti.
|
Turkey
|
Celgene Logistics Sarl
|
Switzerland
|
Celgene Luxembourg Finance Company SARL
|
Luxembourg
|
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
|
New Zealand
|
Celgene Pty Limited
|
Australia
|
Celgene Puerto Rico Distribution LLC
|
Puerto Rico
|
Celgene R&D Sarl
Celgene Research and Development, LLC
|
Switzerland
Delaware
|
Celgene Research and Investment Company LLC
|
Delaware
|
Celgene Research, SL
|
Spain
|
Celgene Sdn. Bhd.
|
Malaysia
|
Celgene S.L.
|
Spain
|
Celgene Sarl
Celgene Services Sarl
|
France
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
Celgene Switzerland Investment Sarl
|
Switzerland
Switzerland
|
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
|
Celgro Corporation
|
Delaware
|
Cenomed BioSciences, LLC
|
Delaware
|
CHT I LLC
|
Delaware
|
CHT II LLC
|
Delaware
|
CHT III LLC
|
Delaware
|
CHT IV LLC
|
Delaware
|
Global Strategic Partners, LLC
|
Delaware
|
Gloucester Pharmaceuticals, LLC
|
Delaware
|
Morris Avenue Investment II, LLC
|
New Jersey
|
Morris Avenue Investment LLC
|
New Jersey
|
Celgene Ltd
|
Thailand
|
Pharmion LLC
|
Delaware
|
Resuscitation Technologies, LLC
|
Delaware
|
Seamair Insurance Limited
|
Ireland
|
1.
|
I have reviewed this annual report on Form 10-K of Celgene Corporation;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
|
/s/ Robert J. Hugin
|
|
Robert J. Hugin
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Celgene Corporation;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
|
/s/ Jacqualyn A. Fouse
|
|
Jacqualyn A. Fouse, Ph.D.
Executive Vice President
Chief Financial Officer
(principal financial and accounting officer)
|
Date:
|
|
February 13, 2014
|
|
|
|
/s/ Robert J. Hugin
|
|
|
|
|
|
|
Robert J. Hugin
Chief Executive Officer
|
Date:
|
|
February 13, 2014
|
|
|
|
/s/ Jacqualyn A. Fouse
|
|
|
|
|
|
|
Jacqualyn A. Fouse, Ph.D.
Executive Vice President
Chief Financial Officer
(principal financial and
accounting officer)
|