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Item 5. Market for Registrant’s Common Equity

2021-02-03 compared with 2020-02-06 · 26 added, 56 removed, 66 unchanged (55% of the section changed)

6 unchanged sentences

The following table summarizes our common stock repurchase activity during the fourth quarter of 2020:

Total Number of

Period Total Number of

Shares Purchased

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Our Programs ($ in millions)

October 2020 — $ — — $ 5,000.0

November 2020 — $ — — $ 5,000.0

December 2020 1,620,969 $ 246.77 — $ 4,600.0

In December 2019 our Board of Directors authorized our December 2019 Share Repurchase Program, which is a program to repurchase up to $5.0 billion of our common stock.

Our December 2019 Share Repurchase Program does not have an expiration date.

All share repurchases under our December 2019 Share Repurchase Program will be retired.

We did not repurchase shares of our common stock under our December 2019 Share Repurchase Program during the year ended December 31, 2019 .

In March 2019 our Board of Directors authorized our March 2019 Share Repurchase Program, which is a program to repurchase up to $5.0 billion of our common stock.

Our March 2019 Share Repurchase Program does not have an expiration date.

All share repurchases under our March 2019 Share Repurchase Program will be retired.

Under our March 2019 Share Repurchase Program, we repurchased and retired approximately 14.7 million shares of our common stock at a cost of approximately $3.7 billion during the year ended December 31, 2019 .

Total 1,620,969 $ 246.77

In October 2020 our Board of Directors authorized our 2020 Share Repurchase Program, which is a program to repurchase up to $5.0 billion of our common stock.

Our 2020 Share Repurchase Program does not have an expiration date.

All share repurchases under our 2020 Share Repurchase Program will be retired.

Under our 2020 Share Repurchase Program, we repurchased and retired approximately 1.6 million shares of our common stock at a cost of approximately $400.0 million during the year ended December 31, 2020.

In December 2019 our Board of Directors authorized a program to repurchase up to $5.0 billion of our common stock (December 2019 Share Repurchase Program), which was completed as of September 30, 2020.

All shares repurchased under our December 2019 Share Repurchase Program were retired.

Under our December 2019 Share Repurchase Program, we repurchased and retired approximately 16.7 million shares of our common stock at a cost of approximately $5.0 billion during the year ended December 31, 2020.

In March 2019 our Board of Directors authorized a program to repurchase up to $5.0 billion of our common stock (March 2019 Share Repurchase Program), which was completed as of March 31, 2020.

All shares repurchased under our March 2019 Share Repurchase Program were retired.

Under our March 2019 Share Repurchase Program, we repurchased and retired approximately 4.1 million and 14.7 million shares of our common stock at a cost of approximately $1.3 billion and $3.7 billion during the years ended December 31, 2020 and 2019, respectively.

In August 2018 our Board of Directors authorized a program to repurchase up to $3.5 billion of our common stock (2018 Share Repurchase Program), which was completed as of June 30, 2019.

All share repurchases under our 2018 Share Repurchase Program were retired.

Under our 2018 Share Repurchase Program, we repurchased and retired approximately 8.9 million shares of our common stock at a cost of approximately $2.1 billion during the year ended December 31, 2019 .

Under our 2018 Share Repurchase Program, we repurchased and retired approximately 8.9 million and 4.3 million shares of our common stock at a cost of approximately $2.1 billion and $1.4 billion during the years ended December 31, 2019 and 2018, respectively.

In July 2016 our Board of Directors authorized a program to repurchase up to $5.0 billion of our common stock (2016 Share Repurchase Program), which was completed as of June 30, 2018.

All share repurchases under our 2016 Share Repurchase Program were retired.

Under our 2016 Share Repurchase Program, we repurchased and retired approximately 10.5 million shares of common stock at a cost of approximately $3.0 billion during the year ended December 31, 2018.

Performance Graph

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In connection with the spin-off, each Biogen shareholder received one share of Bioverativ common stock for every two shares of Biogen common stock they owned.

For additional information on the spin-off of our hemophilia business, please read Note 3, Hemophilia Spin-Off , to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 (2018 Form 10-K).

The performance graph below assumes the investment of $100.00 on December 31, 2015, in our common stock and each of the three indexes, with dividends being reinvested.

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The stock price performance in the graph below is not necessarily indicative of future price performance.

2015 2016 2017 2018 2019 2020

$100.00 $92.57 $112.74 $106.49 $105.01 $86.65

Nasdaq Pharmaceutical Index $100.00 $98.91 $117.83 $127.20 $145.65 $160.97

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Equity in loss of investee, net of tax (5.3) 79.4 — — —

Net income 4,060.5 5,888.5 4,474.0 2,670.1 3,695.7

Net income (loss) attributable to noncontrolling interests, net of tax 59.9 — 43.3 131.0 (7.1)

Net income attributable to Biogen Inc.

$ 4,000.6 $ 5,888.5 $ 4,430.7 $ 2,539.1 $ 3,702.8

Diluted Earnings Per Share

Diluted earnings per share attributable to Biogen Inc.

$ 24.80 $ 31.42 $ 21.58 $ 11.92 $ 16.93

Weighted-average shares used in calculating diluted earnings per share attributable to Biogen Inc.

161.3 187.4 205.3 213.0 218.8

Our financial condition is summarized as follows:

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Cash, cash equivalents and marketable securities $ 3,382.2 $ 5,884.0 $ 4,913.9 $ 6,746.3 $ 7,724.5

Total assets $ 24,618.9 $ 27,234.3 $ 25,288.9 $ 23,652.6 $ 22,876.8

Notes payable, less current portion $ 7,426.2 $ 4,459.0 $ 5,936.5 $ 5,935.0 $ 6,512.7

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shareholders’ equity $ 10,700.3 $ 13,343.2 $ 13,039.6 $ 12,612.8 $ 12,140.1

In addition to the following notes, the financial data included within the tables above should be read in conjunction with our consolidated financial statements and related notes and Item 7.

The financial data included within the tables above should be read in conjunction with our consolidated financial statements and related notes and Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report and our previously filed Annual Reports on Form 10-K.

On February 1, 2017, we completed the spin-off of our hemophilia business.

Our consolidated results of operations and financial condition reflect the financial results of our hemophilia business for all periods through January 31, 2017.

Product revenues, net reflect the impact of the following product launches:

Commercial sales of VUMERITY in the U.S.

began in the fourth quarter of 2019.

Commercial sales of SPINRAZA in the U.S.

began in the fourth quarter of 2016 and in rest of world markets beginning in the first quarter of 2017.

Under our collaboration agreement with AbbVie Inc.

(AbbVie), we began to recognize revenues on sales of ZINBRYTA to third parties in the E.U.

in the third quarter of 2016.

In March 2018 we and AbbVie announced the voluntary worldwide withdrawal of ZINBRYTA for RMS.

Under our commercial agreement with Samsung Bioepis, we began to recognize revenues on sales of BENEPALI and FLIXABI to third parties in certain countries in Europe in the first and third quarters of 2016, respectively, and began to recognize revenues on sales of IMRALDI to third parties in certain countries in Europe in the fourth quarter of 2018.

We stopped recognizing revenues from ALPROLIX and ELOCTATE effective February 1, 2017, upon the completion of the spin-off of our hemophilia business.

Total cost and expenses included the following charges:

Pre-tax research and development expenses related to upfront and milestone payments made upon entering into strategic agreements or achievement of specified development milestones totaling $253.8 million, $602.7 million, $494.0 million, $167.6 million and $158.2 million in 2019, 2018, 2017, 2016 and 2015, respectively.

Impairment charges related to certain acquired intangible assets totaling $215.9 million, $366.1 million, $359.4 million and $12.2 million in 2019, 2018, 2017 and 2016, respectively.

For additional information, please read Note 6, Intangible Assets and Goodwill , to our consolidated financial statements included in this report.

Pre-tax research and development expenses of $486.2 million in 2018 related to the 2018 Ionis Agreement.

For additional information on our collaboration arrangements with Ionis, please read Note 18, Collaborative and Other Relationships , to our consolidated financial statements included in this report.

Pre-tax charges to acquired IPR&D totaling $112.5 million and $120.0 million in 2018 and 2017, respectively, for upfront payments made upon the closing of our asset purchase transactions, as the underlying assets had not yet reached technological feasibility.

Pre-tax charge of $454.8 million in 2016 related to our January 2017 settlement and license agreement with Forward Pharma A/S (Forward Pharma).

Pre-tax restructuring and other exit-related costs totaling $1.5 million, $12.0 million, $0.9 million, $103.6 million and $93.4 million in 2019, 2018, 2017, 2016 and 2015, respectively.

Income tax expense included the following activities:

Income tax expense in 2019 reflects a benefit of approximately $205.0 million related to an internal reorganization of certain intellectual property rights and the impact of the enactment of a new taxing regime in the country and certain cantons of Switzerland, which we refer to as Swiss Tax Reform, offset by a $68.9 million tax expense related to the divestiture of our subsidiary that owned our Hillerød, Denmark manufacturing operations.

For additional information, please read Note 16, Income Taxes , to our consolidated financial statements included in this report.

Income tax expense in 2018 reflects a net increase to expense of approximately $125.0 million recognized upon finalization of our estimates related to the Transition Toll Tax, the remeasurement of our deferred tax assets and liabilities, the impact of electing to record deferred taxes on GILTI and other aspects of the 2017 Tax Act.

For additional information, please read Note 16, Income Taxes , to our consolidated financial statements included in this report.

Income tax expense in 2017 includes a $1,173.6 million estimate pursuant to SEC Staff Accounting Bulletin No.

Our estimate included $989.6 million associated with the Transition Toll Tax and $184.0 million related to the impact of remeasuring our deferred tax balances to reflect the new federal statutory rate and other changes to U.S.

Net income (loss) attributable to noncontrolling interests, net of tax included the following activities:

Pre-tax charges of $50.0 million and $150.0 million for the years ended December 31, 2018 and 2017, respectively, for payments made under the terms of the Neurimmune Agreement in exchange for reductions in the previously negotiated royalty rates payable on products developed under the Neurimmune Agreement, including royalties payable on potential commercial sales of aducanumab.

A pre-tax charge of $60.0 million for the year ended December 31, 2015, for a milestone payment due to Neurimmune upon the enrollment of the first patient in a Phase 3 study of aducanumab.

For additional information on our collaboration arrangement with Neurimmune, please read Note 19, Investments in Variable Interest Entities , to our consolidated financial statements included in this report.

Total Biogen Inc.

shareholders' equity reflects the repurchase of approximately 63.4 million shares of our common stock at a cost of approximately $17.6 billion between December 31, 2015 and December 31, 2019:

During 2019 we repurchased and retired approximately 14.7 million and 8.9 million shares of our common stock at a cost of approximately $3.7 billion and $2.1 billion under our March 2019 Share Repurchase Program and our 2018 Share Repurchase Program, respectively.

During 2018 we repurchased and retired approximately 4.3 million and 10.5 million shares of our common stock at a cost of approximately $1.4 billion and $3.0 billion under our 2018 Share Repurchase Program and a program authorized by our Board of Directors in July 2016 for the repurchase of up to $5.0 billion of our common stock (2016 Share Repurchase Program), respectively.

During 2017 we repurchased and retired approximately 3.7 million shares of our common stock at a cost of approximately $1.0 billion under our 2016 Share Repurchase Program.

During 2017 we repurchased approximately 1.2 million shares of our common stock at a cost of $365.4 million under a program authorized by our Board of Directors in February 2011 for the repurchase of up to 20.0 million shares of our common stock.

During 2016 we repurchased and retired approximately 3.3 million shares of our common stock at a cost of approximately $1.0 billion under our 2016 Share Repurchase Program.

During 2015 we repurchased and retired approximately 16.8 million shares of our common stock at a cost of $5.0 billion under a program authorized by our Board of Directors in May 2015 for the repurchase of up to $5.0 billion of our common stock.

Notes payable, less current portion reflect:

Our 2017 repayment of our 6.875% Senior Notes that were issued in 2008 with an aggregate principal amount of $550.0 million;

The issuance of our senior unsecured notes for an aggregate principal amount of $6.0 billion in September 2015.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity