Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 23, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
ICFR Auditor Attestation Flag | true | ||
Trading Symbol | HZNP | ||
Entity Registrant Name | HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY | ||
Entity Central Index Key | 0001492426 | ||
Entity Tax Identification Number | 98-1195602 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity File Number | 001-35238 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Incorporation, State or Country Code | L2 | ||
Entity Address, Address Line One | 70 St. Stephen’s Green | ||
Entity Address, City or Town | Dublin 2 | ||
Entity Address, Postal Zip Code | D02 E2X4 | ||
Entity Address, Country | IE | ||
City Area Code | 011 | ||
Local Phone Number | 353 1 772 2100 | ||
Title of 12(b) Security | Ordinary shares, nominal value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 228,448,024 | ||
Entity Public Float | $ 18.3 | ||
Auditor Firm ID | 238 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Chicago, Illinois |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,352,833 | $ 1,580,317 |
Restricted cash | 4,755 | 3,839 |
Accounts receivable, net | 676,347 | 632,775 |
Inventories, net | 169,559 | 225,730 |
Prepaid expenses and other current assets | 449,349 | 357,106 |
Total current assets | 3,652,843 | 2,799,767 |
Property, plant and equipment, net | 340,509 | 292,298 |
Developed technology and other intangible assets, net | 2,664,777 | 2,960,118 |
In-process research and development | 810,000 | 880,000 |
Goodwill | 1,010,538 | 1,066,709 |
Deferred tax assets, net | 431,814 | 538,098 |
Other long-term assets | 204,135 | 140,738 |
Total assets | 9,114,616 | 8,677,728 |
CURRENT LIABILITIES: | ||
Accounts payable | 155,800 | 30,125 |
Accrued expenses and other current liabilities | 457,557 | 523,015 |
Accrued trade discounts and rebates | 319,780 | 317,431 |
Long-term debt—current portion | 16,000 | 16,000 |
Total current liabilities | 949,137 | 886,571 |
LONG-TERM LIABILITIES: | ||
Long-term debt, net | 2,546,837 | 2,555,233 |
Deferred tax liabilities, net | 342,017 | 390,455 |
Other long-term liabilities | 204,451 | 173,076 |
Total long-term liabilities | 3,093,305 | 3,118,764 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares, $0.0001 nominal value; 600,000,000 shares authorized at December 31, 2022 and December 31, 2021; 227,625,913 and 227,760,936 shares issued at December 31, 2022 and December 31, 2021, respectively; and 227,241,547 and 227,376,570 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 23 | 23 |
Treasury stock, 384,366 ordinary shares at December 31, 2022 and December 31, 2021 | (4,585) | (4,585) |
Additional paid-in capital | 4,474,199 | 4,373,337 |
Accumulated other comprehensive income (loss) | 12,528 | (14,987) |
Retained earnings | 590,009 | 318,605 |
Total shareholders’ equity | 5,072,174 | 4,672,393 |
Total liabilities and shareholders' equity | $ 9,114,616 | $ 8,677,728 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, nominal value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 600,000,000 | 600,000,000 |
Ordinary shares, shares issued | 227,625,913 | 227,760,936 |
Ordinary shares, shares outstanding | 227,241,547 | 227,376,570 |
Treasury stock, ordinary shares | 384,366 | 384,366 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 3,629,044 | $ 3,226,410 | $ 2,200,429 |
Cost of goods sold | 920,197 | 794,512 | 532,695 |
Gross profit | 2,708,847 | 2,431,898 | 1,667,734 |
OPERATING EXPENSES: | |||
Research and development | 437,962 | 345,318 | 128,999 |
Acquired in-process research and development and milestones | 56,250 | 86,672 | 80,365 |
Selling, general and administrative | 1,541,052 | 1,446,410 | 973,227 |
Impairment of goodwill | 56,171 | ||
Impairment of long-lived asset | 12,371 | ||
Gain on sale of assets | (2,000) | (4,883) | |
Total operating expenses | 2,091,435 | 1,888,771 | 1,177,708 |
Operating income | 617,412 | 543,127 | 490,026 |
OTHER EXPENSE, NET: | |||
Interest expense, net | (83,707) | (81,063) | (59,616) |
Foreign exchange loss | (1,202) | (1,028) | (297) |
Loss on debt extinguishment | (31,856) | ||
Other (expense) income, net | (5,567) | 1,791 | 3,388 |
Total other expense, net | (90,476) | (80,300) | (88,381) |
Income before expense (benefit) for income taxes | 526,936 | 462,827 | 401,645 |
Expense (benefit) for income taxes | 5,454 | (71,664) | 11,849 |
Net income | $ 521,482 | $ 534,491 | $ 389,796 |
Net income per ordinary share—basic | $ 2.28 | $ 2.37 | $ 1.91 |
Weighted average ordinary shares outstanding—basic | 229,108,881 | 225,551,410 | 203,967,246 |
Net income per ordinary share—diluted | $ 2.22 | $ 2.27 | $ 1.81 |
Weighted average ordinary shares outstanding—diluted | 235,239,651 | 235,680,483 | 215,308,768 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Interest rate swap contracts designated as cash flow hedges | $ 23,640 | ||
Pension and other post-employment benefit plan remeasurements | 4,671 | $ (13,296) | |
Foreign currency translation adjustments | (796) | (1,546) | $ 1,760 |
Other comprehensive income (loss) | 27,515 | (14,842) | 1,760 |
Comprehensive income | $ 548,997 | $ 519,649 | $ 391,556 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | (Accumulated Deficit) Retained Earnings [Member] |
Beginning balance at Dec. 31, 2019 | $ 2,185,449 | $ 19 | $ (4,585) | $ 2,797,602 | $ (1,905) | $ (605,682) |
Beginning balance, shares at Dec. 31, 2019 | 188,402,040 | 384,366 | ||||
Issuance of ordinary shares in conjunction with 2.5% Exchangeable Senior Notes due 2022 | 395,672 | $ 1 | 395,671 | |||
Issuance of ordinary shares in conjunction with 2.5% Exchangeable Senior Notes due 2022, shares | 13,898,414 | |||||
Issuance of ordinary shares - public offering | 919,514 | $ 1 | 919,513 | |||
Issuance of ordinary shares - public offering, shares | 13,570,000 | |||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock and performance stock units | 36,870 | $ 1 | 36,869 | |||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock and performance stock units, shares | 5,109,168 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (66,505) | (66,505) | ||||
Issuance of ordinary shares in conjunction with Employee Share Purchase Plan | 16,168 | 16,168 | ||||
Issuance of ordinary shares in conjunction with Employee Share Purchase Plan, shares | 742,052 | |||||
Share-based compensation | 146,627 | 146,627 | ||||
Foreign currency translation adjustments | 1,760 | 1,760 | ||||
Net income | 389,796 | 389,796 | ||||
Ending balance at Dec. 31, 2020 | 4,025,351 | $ 22 | $ (4,585) | 4,245,945 | (145) | (215,886) |
Ending balance, shares at Dec. 31, 2020 | 221,721,674 | 384,366 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock and performance stock units | 50,566 | $ 1 | 50,565 | |||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock and performance stock units, shares | 5,420,024 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (165,964) | (165,964) | ||||
Issuance of ordinary shares in conjunction with Employee Share Purchase Plan | 22,528 | 22,528 | ||||
Issuance of ordinary shares in conjunction with Employee Share Purchase Plan, shares | 619,238 | |||||
Share-based compensation | 220,263 | 220,263 | ||||
Pension and other post-employment benefit plan remeasurements | (13,296) | (13,296) | ||||
Foreign currency translation adjustments | (1,546) | (1,546) | ||||
Net income | 534,491 | 534,491 | ||||
Ending balance at Dec. 31, 2021 | 4,672,393 | $ 23 | $ (4,585) | 4,373,337 | (14,987) | 318,605 |
Ending balance, shares at Dec. 31, 2021 | 227,760,936 | 384,366 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock and performance stock units | 30,316 | 30,316 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock and performance stock units, shares | 3,453,484 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (137,247) | (137,247) | ||||
Issuance of ordinary shares in conjunction with Employee Share Purchase Plan | 25,051 | 25,051 | ||||
Issuance of ordinary shares in conjunction with Employee Share Purchase Plan, shares | 328,910 | |||||
Number of ordinary share repurchases | 3,917,417 | |||||
Repurchase of ordinary shares | (250,078) | (250,078) | ||||
Share-based compensation | 182,742 | 182,742 | ||||
Pension and other post-employment benefit plan remeasurements | 4,671 | 4,671 | ||||
Foreign currency translation adjustments | (796) | (796) | ||||
Interest rate swap contracts designated as cash flow hedges | 23,640 | 23,640 | ||||
Net income | 521,482 | 521,482 | ||||
Ending balance at Dec. 31, 2022 | $ 5,072,174 | $ 23 | $ (4,585) | $ 4,474,199 | $ 12,528 | $ 590,009 |
Ending balance, shares at Dec. 31, 2022 | 227,625,913 | 384,366 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 521,482 | $ 534,491 | $ 389,796 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 390,393 | 353,751 | 279,451 |
Equity-settled share-based compensation | 182,100 | 219,086 | 146,627 |
Impairment of goodwill | 56,171 | ||
Acquired IPR&D and milestones | 52,250 | 70,072 | 77,517 |
Deferred income taxes | 49,814 | (101,016) | (33,453) |
Amortization of debt discount and deferred financing costs | 7,912 | 5,189 | 12,640 |
Impairment of long-lived asset | 12,371 | ||
Loss on debt extinguishment | 31,856 | ||
Gain on sale of assets | (2,000) | (4,883) | |
Foreign exchange and other adjustments | 9,700 | 5,067 | 1,812 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (43,457) | 34,796 | (251,173) |
Inventories | 56,122 | 1,267 | (21,451) |
Prepaid expenses and other current assets | (79,245) | (88,193) | (114,788) |
Accounts payable | 122,232 | (12,197) | 16,015 |
Accrued trade discounts and rebates | 2,399 | (36,929) | (113,991) |
Accrued expenses and other current liabilities | (59,101) | 50,622 | 114,621 |
Other non-current assets and liabilities | (10,930) | (11,106) | 25,092 |
Net cash provided by operating activities | 1,257,842 | 1,035,271 | 555,688 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (64,026) | (76,596) | (169,852) |
Payments related to license and collaboration agreements | (62,250) | (51,572) | (30,000) |
Payments for long-term investments | (9,236) | (28,256) | (14,108) |
Payments for acquisitions, net of cash acquired | (3,122) | (2,843,275) | (262,305) |
Proceeds from sale of assets | 2,000 | 5,400 | |
Change in escrow deposit for property purchase | 6,000 | ||
Receipts from long-term investments | 4,633 | 3,588 | 794 |
Net cash used in investing activities | (134,001) | (2,994,111) | (464,071) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Repurchase of ordinary shares | (250,078) | ||
Payment of employee withholding taxes relating to share-based awards | (137,247) | (165,964) | (66,505) |
Repayment of term loans | (16,000) | (12,000) | |
Net proceeds from term loans | 1,574,993 | ||
Repayment of senior notes | (1,739) | ||
Net proceeds from the issuance of ordinary shares | 919,786 | ||
Proceeds from the issuance of ordinary shares in conjunction with Employee Share Purchase Plan | 25,051 | 22,528 | 16,168 |
Proceeds from the issuance of ordinary shares in connection with stock option exercises | 30,316 | 50,566 | 36,869 |
Net cash provided by (used in) financing activities | (347,958) | 1,470,123 | 904,579 |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (2,451) | (10,606) | 7,244 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 773,432 | (499,323) | 1,003,440 |
Cash, cash equivalents and restricted cash, beginning of the year | 1,584,156 | 2,083,479 | 1,080,039 |
Cash, cash equivalents and restricted cash, end of the year | 2,357,588 | 1,584,156 | 2,083,479 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for interest | 106,480 | 74,353 | 51,863 |
Cash paid for income taxes, net of refunds received | 19,845 | 97,235 | 15,115 |
Cash paid for amounts included in the measurement of operating lease liabilities | 8,343 | 8,868 | 7,840 |
SUPPLEMENTAL NON-CASH FLOW INFORMATION: | |||
Lease liabilities arising from obtaining right-of-use assets | 30,763 | 62,156 | |
Purchases of property, plant and equipment included in accounts payable and accrued expenses and other current liabilities | 17,032 | 9,228 | 13,430 |
Purchases of acquired in-process research and development and milestones included in accrued expenses and other current liabilities | $ 15,000 | $ 25,000 | |
Principal amount of 2.5% Exchangeable Senior Notes due 2022 converted into ordinary shares | 398,261 | ||
Milestone payments for TEPEZZA intangible asset included in accrued expenses and other current liabilities | $ 123,442 |
Basis of Presentation and Busin
Basis of Presentation and Business Overview | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Business Overview | NOTE 1 – BASIS OF PRESENTATION AND BUSINESS OVERVIEW Basis of Presentation Unless otherwise indicated or the context otherwise requires, references to “Horizon”, the “Company”, “we”, “us” and “our” refer to Horizon Therapeutics plc and its consolidated subsidiaries. Transaction agreement with Amgen Inc. On December 12, 2022, the Company announced that it had entered into a transaction agreement with Amgen Inc. (“Amgen”) and Pillartree Limited (“Pillartree”), a wholly owned subsidiary of Amgen. Subject to the terms of the transaction agreement, Pillartree will acquire the Company (the “Transaction”), pursuant to a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the “Scheme”), or under certain circumstances, subject to the terms of the transaction agreement, a takeover offer (as such term is defined under the Irish Takeover Rules). As a result of the Scheme, the Company would become a wholly owned subsidiary of Amgen. At the effective time of the Scheme (the “Effective Time”), holders of the Company’s ordinary shares will be entitled to receive $ 116.50 in cash per ordinary share (the “Consideration”). The Company’s equity awards will be treated as set forth in the transaction agreement, such that: • each option to purchase the Company’s ordinary shares that is outstanding as of immediately prior to the Effective Time (whether or not vested) will, contingent upon and effective as of the Effective Time, be canceled and converted into the right to receive cash, without interest, in an amount equal to (a) the total number of the Company’s ordinary shares subject to such option immediately prior to the Effective Time, multiplied by (b) the excess of (i) the Consideration over (ii) the exercise price payable per share under such option; • each of the Company’s restricted stock unit, or RSU, awards, excluding PSUs (as defined below), that is outstanding as of immediately prior to the Effective Time (whether or not vested) will, contingent upon and effective as of the Effective Time, (a) if granted to a non-employee member of the Company’s board of directors or held by a person who, as of the date of the completion of the Transaction, is a former service-provider of the Company, be canceled and converted into the right to receive a cash amount equal to (i) the total number of the Company’s ordinary shares subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Consideration, and (b) if not granted to an individual described in clause (a) above, be canceled and converted into a restricted stock unit (an “Amgen RSU”), denominated in shares of Amgen’s common stock. The number of shares of Amgen common stock subject to each such Amgen RSU will be equal to the product (rounded down to the nearest whole number) of (a) the total number of the Company’s ordinary shares subject to such RSU immediately prior to the Effective Time multiplied by (b) the quotient of (i) the Consideration divided by (ii) the volume weighted average of the per share closing price of Amgen’s common stock on the Nasdaq Global Select Market for five trading days ending on the second business day prior to the completion of the Transaction. Following the Effective Time, each Amgen RSU will continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable RSU immediately prior to the Effective Time; and • each of the Company’s RSU awards with performance-based vesting or delivery requirements, or a PSU, that is outstanding as of immediately prior to the Effective Time (whether or not vested) will, contingent upon and effective as of the Effective Time, be canceled and converted into the right to receive cash, without interest, in an amount equal to (i) the total number of the Company’s ordinary shares issuable in settlement of such PSU as determined, in accordance with the terms of such PSU, by the compensation committee of the Company’s board of directors (the “Compensation Committee”) prior to the Effective Time multiplied by (ii) the Consideration. On February 24, 2023, the Company’s shareholders approved the Scheme and certain scheme approval resolutions and amendments to the memorandum and articles of association of Horizon to enable the Scheme to be effected. The closing of the Transaction remains subject to customary closing conditions, including, among other things, (a) the sanction by the Irish High Court of the Scheme and delivery of the court order to the Irish Registrar of Companies, (b) the receipt of required antitrust clearance in the United States, and the absence of an order or law that prevents consummation of the Transaction or imposes a burdensome condition (as defined in the transaction agreement), (c) absence of any Material Adverse Effect (as defined in the transaction agreement) from December 12, 2022 to the Sanction Date (as defined in the transaction agreement) that is continuing as of the Sanction Date, (d) the accuracy of the other party’s representations and warranties subject to certain materiality and material adverse effect exceptions and (e) the performance by each party of all of its covenants and agreements under the transaction agreement in all material respects. On January 30, 2023, the Company and Amgen received a request for additional information and documentary materials, or a second request, from the Federal Trade Commission (“FTC”) in connection with the FTC’s review of the Transaction. The effect of the second request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, until 30 days after the Company and Amgen have substantially complied with the second request, unless the period is extended voluntarily by the parties or terminated sooner by the FTC. In connection with the Transaction, the Company and Amgen have received clearances or confirmation of non-applicability related to foreign direct investment in Denmark, Italy, Germany and France and clearances related to antitrust in Germany and Austria. The Company expects the Transaction to close during the first half of 2023, subject to the regulatory clearances and other customary closing conditions described above and in the transaction agreement. Acquired in-process research and development and milestones Beginning with the third quarter of 2022, the Company separately presents upfront, milestone, and similar payments pursuant to collaborations, licenses of third-party technologies, and asset acquisitions as “Acquired in-process research and development and milestones” expenses in the consolidated statement of comprehensive income. Amounts recorded in this line item for the year ended December 31, 2022, would have historically been recorded to research and development (“R&D”) expenses. The Company believes the new classification assists users of the financial statements in better understanding the payments incurred to acquire in-process research and development (“IPR&D”). Prior period consolidated statements of comprehensive income have been reclassified to conform with the new classification. Refer to Note 2 for details on the Company’s R&D expenses and acquired IPR&D and milestones expenses accounting policies. Business Overview Horizon is a global biotechnology company focused on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory diseases. The Company’s pipeline is purposeful: it applies scientific expertise and courage to bring clinically meaningful therapies to patients. Horizon believes science and compassion must work together to transform lives. The Company’s commercial portfolio is currently composed of 12 medicines in the areas of rare diseases, gout, ophthalmology and inflammation. As of December 31, 2022, the Company’s commercial portfolio consisted of the following medicines: TEPEZZA ® (teprotumumab-trbw), for intravenous infusion KRYSTEXXA ® (pegloticase injection), for intravenous infusion RAVICTI ® (glycerol phenylbutyrate) oral liquid PROCYSBI ® (cysteamine bitartrate) delayed-release capsules and granules, for oral use UPLIZNA ® (inebilizumab-cdon) injection, for intravenous use ACTIMMUNE ® (interferon gamma-1b) injection, for subcutaneous use PENNSAID ® (diclofenac sodium topical solution) 2% w/w (“PENNSAID 2%”), for topical use RAYOS ® (prednisone) delayed-release tablets, for oral use BUPHENYL ® (sodium phenylbutyrate) tablets and powder, for oral use DUEXIS ® (ibuprofen/famotidine) tablets, for oral use VIMOVO ® (naproxen/esomeprazole magnesium) delayed-release tablets, for oral use QUINSAIR (levofloxacin) solution for inhalation |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). Principles of Consolidation The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Segment Information Effective in the fourth quarter of 2022, management realigned the Company’s reportable segments to reflect changes in the manner in which the chief operating decision maker (“CODM”) assesses financial information for decision-making purposes. The Company transitioned its two reportable segments, the inflammation segment and the orphan segment, to one reportable segment for the year ended December 31, 2022. All prior year amounts have been reclassified to conform to the Company’s current reporting structure. Refer to Note 11 for further details. The Company’s accounting policy for segment reporting is described below. The Company determined that it operates in one reportable segment, which focuses on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory diseases. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the CODM. The Company’s chief executive officer has been identified as its CODM . Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation and Transactions The reporting currency of the Company and its subsidiaries is the U.S. dollar. The U.S. dollar is the functional currency for the Company’s Ireland and United States-based businesses and the majority of its subsidiaries. The Company has foreign subsidiaries that have the Euro and the Canadian Dollar as their functional currency. Foreign currency-denominated assets and liabilities of these subsidiaries are translated into U.S. dollars based on exchange rates prevailing at the end of the period, revenues and expenses are translated at average exchange rates prevailing during the corresponding period, and shareholders’ equity accounts are translated at historical exchange rates as of the date of any equity transaction. The effects of foreign exchange gains and losses arising from the translation of assets and liabilities of those entities where the functional currency is not the U.S. dollar are included as a component of accumulated other comprehensive income (loss) (“AOCI/L”). Gains and losses resulting from foreign currency transactions are reflected within the Company’s results of operations. Revenue Recognition In the United States, the Company sells its medicines primarily to wholesale distributors and specialty pharmacy providers. In other countries, the Company sells its medicines primarily to wholesale distributors and other third-party distribution partners. These customers subsequently resell the Company’s medicines to health care providers and patients. In addition, the Company enters into arrangements with health care providers and payers that provide for government-mandated or privately negotiated discounts and allowances related to the Company’s medicines. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company’s contracts have a single performance obligation to transfer medicines. Accordingly, revenues from medicine sales are recognized when the customer obtains control of the Company’s medicines, which occurs at a point in time, typically upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring medicines and is generally based upon a list or fixed price less allowances for medicine returns, rebates and discounts. The Company sells its medicines to wholesale pharmaceutical distributors and pharmacies under agreements with payment terms typically less than 90 days. Discounts, rebates, returns and certain other adjustments are accounted for as variable consideration. Medicine Sales Discounts and Allowances The nature of the Company’s contracts gives rise to variable consideration because of allowances for medicine returns, rebates and discounts. Allowances for medicine returns, rebates and discounts are recorded at the time of sale to wholesale pharmaceutical distributors and pharmacies. The Company applies significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company will be required to make adjustments to these allowances in the future. The Company’s adjustments to gross sales are discussed further below. Commercial Rebates The Company participates in certain commercial rebate programs. Under these rebate programs, the Company pays a rebate to the commercial entity or third-party administrator of the program. The Company calculates accrued commercial rebate estimates using the expected value method. The Company accrues estimated rebates based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients and estimated levels of inventory in the distribution channel and records the rebate as a reduction of revenue. Accrued commercial rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Distribution Service Fees The Company includes distribution service fees paid to its wholesalers for distribution and inventory management services as a reduction to revenue. The Company calculates accrued distribution service fee estimates using the most likely amount method. The Company accrues estimated distribution fees based on contractually determined amounts, typically as a percentage of revenue. Accrued distribution service fees are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Co-pay and Other Patient Assistance Programs The Company offers discount card and other programs to patients under which the patient receives a discount on his or her prescription. In certain circumstances when a patient’s prescription is rejected by a managed care vendor, the Company will pay for the full cost of the prescription. The Company reimburses pharmacies for this discount through third-party vendors. The Company reduces gross sales by the amount of actual co-pay and other patient assistance in the period based on invoices received. The Company also records an accrual to reduce gross sales for estimated co-pay and other patient assistance on units sold to distributors that have not yet been prescribed/dispensed to a patient. The Company calculates accrued co-pay and other patient assistance costs using the expected value method. The estimate is based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients, average assistance paid based on reporting from the third-party vendors and estimated levels of inventory in the distribution channel. Accrued co-pay and other patient assistance costs are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Sales Returns Consistent with industry practice, the Company maintains a return policy that allows customers to return certain medicines within a specified period prior to and subsequent to the medicine expiration date. Generally, medicines may be returned for a period beginning six months prior to its expiration date and up to one year after its expiration date. The right of return expires on the earlier of one year after the medicine expiration date or the time that the medicine is dispensed to the patient. The majority of medicine returns result from medicine dating, which falls within the range set by the Company’s policy, and are settled through the issuance of a credit to the customer. The Company calculates sales returns using the expected value method. The estimate of the provision for returns is based upon the Company’s historical experience with actual returns. The return period is known to the Company based on the shelf life of medicines at the time of shipment. The Company records sales returns in “accrued expenses and other current liabilities” and as a reduction of revenue. Prompt Pay Discounts As an incentive for prompt payment, the Company offers a 2 % cash discount to most customers. The Company calculates accrued prompt pay discounts using the most likely amount method. The Company expects that all eligible customers will comply with the contractual terms to earn the discount. The Company records the discount as an allowance against “accounts receivable, net” and a reduction of revenue. Government Rebates The Company participates in certain government rebate programs such as Medicare Coverage Gap and Medicaid. The Company calculates accrued government rebate estimates using the expected value method. A significant portion of these accruals relates to the Company’s Medicaid rebates. The Company accrues estimated rebates based on estimated percentages of medicine prescribed to qualified patients, estimated rebate percentages and estimated levels of inventory in the distribution channel that will be prescribed to qualified patients and records the rebates as a reduction of revenue. Accrued government rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Chargebacks The Company provides discounts to government qualified entities with whom the Company has contracted. These entities purchase medicines from the wholesale pharmaceutical distributors at a discounted price and the wholesale pharmaceutical distributors then charge back to the Company the difference between the current retail price and the contracted price that the entities paid for the medicines. The Company calculates accrued chargeback estimates using the expected value method. The Company accrues estimated chargebacks based on contract prices, sell-through sales data obtained from third-party information and estimated levels of inventory in the distribution channel and records the chargeback as a reduction of revenue. Accrued chargebacks are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Allowance for Credit Losses The Company’s medicines are sold to wholesale pharmaceutical distributors and pharmacies. The Company monitors its accounts receivable balances to determine the impact, if any, of such factors as changes in customer concentration, credit risk and the realizability of its accounts receivable, and records an allowance for credit losses when applicable. Inventories Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out convention. Inventories consist of raw materials, work-in-process and finished goods. The Company has entered into manufacturing and supply agreements for the manufacture or purchase of raw materials and production supplies. The Company’s inventories include the direct purchase cost of materials and supplies and manufacturing overhead costs. The Company reviews its inventory balance and purchase obligations to assess if it has obsolete or excess inventory and records a charge to “cost of goods sold” when applicable. Inventories acquired in business combinations are recorded at their estimated fair values. “Step-up” represents the write-up of inventory from the lower of cost or net realizable value (the historical book value as previously recorded on the acquired company’s balance sheet) to fair market value at the acquisition date. Inventory step-up expense is recorded in the consolidated statement of comprehensive income based on actual sales, or usage, using the first-in, first-out convention. Inventories exclude medicine sample inventory, which is included in other current assets and is expensed as a component of “selling, general and administrative” expense when shipped to sales representatives. Cost of Goods Sold The Company recognizes cost of goods sold in connection with its sales of each of its distributed medicines. Cost of goods sold includes all costs directly related to the acquisition of the Company’s medicines from its third-party manufacturers, including freight charges and other direct expenses such as insurance and supply chain costs. Cost of goods sold also includes amortization of intellectual property as described in the intangible assets accounting policy below, inventory step-up expense, share-based compensation, royalty payments to third parties and loss on inventory purchase commitments. Pre-clinical Studies and Clinical Trial Accruals The Company’s pre-clinical studies and clinical trials have historically been conducted by third-party contract research organizations and other vendors. Pre-clinical study and clinical trial expenses are based on the services received from these contract research organizations and vendors and are charged to R&D expense as incurred. Payments depend on factors such as the milestones accomplished, successful enrollment of certain numbers of patients and site initiation. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts the accrual accordingly. Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Diluted net income per share reflects the potential dilution beyond shares for basic net income per share that could occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares, or resulted in the issuance of ordinary shares that would have shared in the Company’s earnings. Cash and Cash Equivalents The Company considers all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents. Cash and cash equivalents primarily consist of cash balances and money market funds. The Company generally invests excess cash in money market funds and other financial instruments with short-term durations, based upon operating requirements. Restricted Cash Restricted cash consists primarily of balances in interest-bearing money market accounts required by a vendor for the Company’s sponsored employee business credit card program and collateral for a letter of credit. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other current liabilities, approximate their fair values due to their short maturities. Derivative Instruments and Hedging Activities All derivative instruments are recognized as either assets or liabilities at fair value on the consolidated balance sheets and are classified as current or non-current based on the scheduled maturity of the instrument. For derivatives designated as hedges, the Company assesses at inception and quarterly thereafter whether the hedging derivatives are highly effective in offsetting changes in the fair value or cash flows of the hedged item. The effective portions of changes in the fair value of a derivative designated as a cash flow hedge are reported in AOCI/L and are subsequently recognized in net income consistent with the underlying hedged item. If it is determined that a derivative is no longer highly effective as a hedge, the Company discontinues hedge accounting prospectively. If a hedged forecasted transaction becomes probable of not occurring, any gains or losses are reclassified from AOCI/L to net income. Derivatives that are not designated as hedges are adjusted to fair value through current net income. Investments Investments consist primarily of equity securities, bank time deposits, money market funds and U.S. federal government securities. Investments in publicly traded equity securities are reported at fair value determined using quoted market prices in active markets. Changes in the fair value of these investments are included in other (expense) income, net in the consolidated statement of comprehensive income. Equity Method Investments Investments in companies over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the share of earnings or losses reported in other (expense) income, net. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and investments. The Company’s investment policy permits investments in time deposits, U.S. federal government and federal agency securities, corporate bonds or commercial paper, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding the Company’s cash, cash equivalents and investments to the extent recorded on the balance sheet. The purchase cost of TEPEZZA drug substance, TEPEZZA drug product with the Company’s second drug product manufacturer, Patheon Pharmaceuticals Inc. (“Patheon”) (the contract development and manufacturing services organization of Thermo Fisher Scientific), and ACTIMMUNE inventory are principally denominated in Euros and are subject to foreign currency risk. In addition, the Company is obligated to pay certain milestones and a royalty on sales of TEPEZZA to F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together referred to as “Roche”) in Swiss Francs, which obligations are subject to foreign currency risk . The Company also incurs certain operating expenses in currencies other than the U.S. dollar in relation to its Irish operations and foreign subsidiaries. Therefore, the Company is subject to volatility in cash flows due to fluctuations in foreign currency exchange rates, particularly changes in the Euro and the Swiss Franc. In addition, the Company enters into forward currency contracts to hedge its foreign currency risk exposure. Historically, the Company’s accounts receivable balances have been highly concentrated with a select number of customers consisting primarily of large wholesale pharmaceutical distributors who, in turn, sell the medicines to pharmacies, hospitals and other customers. As of each of December 31, 2022 and 2021 , the Company’s top four customers accounted for approximately 94 % of the Company’s total outstanding accounts receivable balances. Given the size and creditworthiness of the customers, the Company has not experienced and does not expect to experience material credit-related losses with such customers. The Company depends on single-source suppliers and manufacturers for certain of its medicines, medicine candidates and their active pharmaceutical ingredients. Business Combinations The Company accounts for business combinations in accordance with the guidance in Accounting Standards Codification Topic 805 , Business Combinations (“ASC 805”) under which acquired assets and liabilities are measured at their respective estimated fair values as of the acquisition date. The Company may be required, as in the case of intangible assets, to determine the fair value associated with these amounts by estimating the fair value using an income approach under the discounted cash flow method, which may include revenue projections and other assumptions made by the Company to determine the fair value. Provision for Income Taxes The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Significant judgment is required in determining whether it is probable that sufficient future taxable income will be available against which a deferred tax asset can be utilized. In determining future taxable income, the Company is required to make assumptions including the amount of taxable income in the various jurisdictions in which the Company operates. These assumptions require significant judgment about forecasts of future taxable income. Actual operating results in future years could render the Company’s current assumption of recoverability of deferred tax assets inaccurate. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the period that the change is enacted. From time to time, the Company executes intercompany transactions in response to changes in operations, regulations, tax laws, funding needs and other circumstances. These transactions require the interpretation and application of tax laws in the applicable jurisdiction to support the tax treatment taken. The valuations which support the tax treatment of the transactions require significant estimates and assumptions within discounted cash flow models. The Company also accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on an income tax return. Deferred tax assets and deferred tax liabilities are netted by each tax-paying entity within each jurisdiction on the Company’s consolidated balance sheets. Property, Plant and Equipment Land is stated at cost. Property, plant and equipment, other than land, are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets for financial reporting purposes and an accelerated method for income tax reporting purposes. Upon retirement or sale of an asset, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations. Repair and maintenance costs are charged to expenses as incurred and improvements are capitalized. Leasehold improvements are amortized on a straight-line basis over the term of the applicable lease, or the useful life of the assets, whichever is shorter. Depreciation and amortization periods for the Company’s property, plant and equipment are as follows: Buildings 40 years Land improvements 10 years Machinery and equipment 5 to 7 years Furniture and fixtures 3 to 10 years Computer equipment 3 years Software 3 years Trade show equipment 3 years The Company capitalizes software development costs associated with internal use software, including external direct costs of materials and services and payroll costs for employees devoting time to a software project. Costs incurred during the preliminary project stage, as well as costs for maintenance and training, are expensed as incurred. Software includes internal-use software acquired and modified to meet the Company’s internal requirements. Amortization commences when the software is ready for its intended use. Intangible Assets Definite-lived intangible assets are amortized over their estimated useful lives. The Company reviews its intangible assets when events or circumstances may indicate that the carrying value of these assets is not recoverable and exceeds their fair value. The Company measures fair value based on the estimated future discounted cash flows associated with these assets in addition to other assumptions and projections that the Company deems to be reasonable and supportable. The estimated useful lives, from the date of acquisition, for all identified intangible assets that are subject to amortization are between five and thirteen years . Indefinite-lived intangible assets consist of capitalized IPR&D. IPR&D assets represent capitalized incomplete research and development projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition date fair values and are tested for impairment, until completion or abandonment of R&D efforts associated with the projects. An IPR&D asset is considered abandoned when R&D efforts associated with the asset have ceased, and there are no plans to sell or license the asset or derive value from the asset. At that point, the asset is considered to be impaired and is written off. Upon successful completion of each project, the Company will make a determination about the then remaining useful life of the intangible asset and begin amortization. The Company tests its indefinite-lived intangibles, including IPR&D assets, for impairment annually during the fourth quarter and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment loss, if any, is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability. The Company tests goodwill for impairment annually during the fourth quarter and whenever indicators of impairment exist by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed. If the Company concludes that goodwill is impaired, it will record an impairment charge in its consolidated statement of comprehensive income. R&D Expenses R&D expenses include, but are not limited to, payroll and other personnel expenses, consultant expenses, expenses incurred under agreements with contract research organizations to conduct clinical trials and expenses incurred to manufacture clinical trial materials. When milestone payments are due to third parties under R&D agreements assumed as part of business acquisitions, prior to regulatory approval, the payment obligations are recorded as R&D expenses when the milestone results are achieved. R&D expenses were $ 438.0 million, $ 345.3 million and $ 129.0 million for the years ended December 31, 2022, 2021 and 2020 , respectively. Acquired IPR&D and Milestones Expenses The initial costs of rights to IPR&D projects acquired in an asset acquisition are expensed as acquired IPR&D unless the project has an alternative future use. The Company also enters into collaborative agreements with third parties to develop and commercialize medicine candidates. Collaborative activities may include joint R&D and commercialization of new medicines. The Company generally receives certain licensing rights under these arrangements. Upfront payments associated with collaborative arrangements during the development stage are recorded as acquired IPR&D and milestones expenses in the consolidated statement of comprehensive income. Subsequent payments made to the partner in connection with milestones during the development stage are recorded as acquired IPR&D and milestones expenses in the consolidated statement of comprehensive income when the milestone is achieved. Acquired IPR&D and milestones expenses were $ 56.3 million, $ 86.7 million and $ 80.4 million for the years ended December 31, 2022, 2021 and 2020 , respectively. Advertising Expenses The Company expenses the costs of advertising as incurred. Advertising expenses were $ 270.5 million, $ 288.8 million, and $ 114.4 million for the years ended December 31, 2022, 2021 and 2020 , respectively. Deferred Financing Costs Costs incurred in connection with debt financings have been capitalized to “Long-term debt, net” in the Company’s consolidated balance sheets as deferred financing costs, and are charged to interest expense using the effective interest method over the terms of the related debt agreements. These costs include document preparation costs, commissions, fees and expenses of investment bankers and underwriters, and accounting and legal fees. Comprehensive Income Comprehensive income is composed of net income and other comprehensive income (loss) (“OCI/L”). OCI/L includes certain changes in shareholders’ equity that are excluded from net income, which consist of interest rate swap contracts designated as cash flow hedges, foreign currency translation adjustments and pension and other post-employment benefit plan remeasurements. The Company reports the effect of significant reclassifications out of accumulated OCI/L on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. Share-Based Compensation The Company accounts for employee share-based compensation by measuring and recognizing compensation expense for all share-based payments based on estimated grant date fair values. The Company uses the straight-line method to allocate compensation cost to reporting periods over each awardee’s requisite service period, which is generally the vesting period. Forfeitures are estimated based on historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. Post-employment Benefits The Company records annual expenses relating to its defined benefit U.S. retiree medical plan based on calculations which utilize various actuarial assumptions, including discount rates, health care cost trend rates, turnover rates, and retirement rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. Prior service costs and credits from plan amendments, including initiation of a plan, are deferred in AOCI/L, net of tax and amortized at an equal amount in each remaining year of service until the full eligibility date of employees active as of the amendment date. Actuarial gains and losses are deferred in AOCI/L, net of tax and amortized over the remaining service attribution periods of the employees under the corridor method. Royalties The Company records royalty expense based on each periods’ net sales as part of cost of goods sold. Leases The Company’s leases primarily relate to operating leases of rented office properties. At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. At inception of a lease, the Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. The right-of-use lease asset represents the right to use the leased asset for the lease term. The lease liability represents the p |
Net Income per Share
Net Income per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income per Share | NOTE 3 – NET INCOME PER SHARE The following table presents basic and diluted net income per share for the years ended December 31, 2022, 2021 and 2020 (in thousands, except share and per share data): For the Years Ended December 31, 2022 2021 2020 Basic net income per share calculation: Numerator - net income $ 521,482 $ 534,491 $ 389,796 Denominator - weighted average of ordinary shares outstanding 229,108,881 225,551,410 203,967,246 Basic net income per share $ 2.28 $ 2.37 $ 1.91 For the Years Ended December 31, 2022 2021 2020 Diluted net income per share calculation: Numerator - net income $ 521,482 $ 534,491 $ 389,796 Denominator - weighted average of ordinary shares outstanding 235,239,651 235,680,483 215,308,768 Diluted net income per share $ 2.22 $ 2.27 $ 1.81 Basic net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares, or resulted in the issuance of ordinary shares that would have shared in the Company’s earnings. During the years ended December 31, 2022, 2021 and 2020, the difference between the basic and diluted weighted average ordinary shares outstanding primarily represents the effect of incremental shares from the Company’s share-based compensation programs. The outstanding securities listed in the table below were excluded from the computation of diluted net income per ordinary share for the years ended December 31, 2022, 2021 and 2020 due to being anti-dilutive: For the Years Ended December 31, 2022 2021 2020 Stock options 288,943 397,576 44,670 Restricted stock units 2,707,169 1,557,405 2,398,710 Performance stock units 356,618 791,747 790,949 Employee share purchase plan shares 604,563 295,050 18,618 2.50 % Exchangeable Senior Notes due 2022 — — 6,862,376 3,957,293 3,041,778 10,115,323 Beginning in the fourth quarter of 2019, with the Company’s ordinary share price significantly above the $ 28.66 exchange price, the Company decided that it no longer had the intent to settle the Company’s 2.50 % Exchangeable Senior Notes due 2022 (the “Exchangeable Senior Notes”) for cash and, as a result, began to prospectively apply the if-converted method to the Exchangeable Senior Notes when determining the diluted net income per share. By August 3, 2020, the Exchangeable Senior Notes were fully extinguished through exchanges for ordinary shares or cash redemption. |
Acquisitions, Divestitures and
Acquisitions, Divestitures and Other Arrangements | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions, Divestitures and Other Arrangements | NOTE 4 –ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS Acquisition of drug product biologics manufacturing facility In July 2021, the Company completed the purchase of a drug product biologics manufacturing facility from EirGen Pharma Limited (“EirGen”), a subsidiary of OPKO Health, Inc. in Waterford, Ireland for $ 67.9 million, which included an upfront cash payment of $ 64.8 million and $ 3.1 million of additional transaction costs, legal fees and liabilities assumed. The facility, which is located in an Industrial Development Agency Ireland (“IDA Ireland”) business park, includes a filling line and lyophilizer, or freeze dryer, that can be used for certain of the Company’s commercial medicines, including its rare disease biologics TEPEZZA, KRYSTEXXA and UPLIZNA, as well as certain of its medicine candidates in development, following build-out, validation and regulatory approval processes. The Company accounted for the transaction as an asset acquisition. The following table summarizes fair values of assets acquired as of the acquisition date (in thousands): Construction in process $ 22,736 Buildings 21,550 Furniture and fixtures 1,089 Definite-lived intangible assets 21,794 Other 775 Total consideration $ 67,944 Acquisition of Viela Bio, Inc. On March 15, 2021 , the Company completed its acquisition of Viela Bio, Inc. (“Viela”) and acquired all of the issued and outstanding shares of Viela’s common stock for $ 53.00 per share. The acquisition added an additional rare disease medicine, UPLIZNA, to the Company’s commercial medicine portfolio. The Viela acquisition also provides multiple opportunities to drive long-term growth and solidify the Company’s future as an innovation-driven biotech company. Viela’s mid-stage biologics pipeline, R&D team and on-market medicine UPLIZNA, made it a complementary strategic fit with the Company’s pipeline, commercial portfolio and therapeutic areas of focus. Following completion of the acquisition, Viela became a wholly-owned subsidiary of the Company. The Company financed the transaction through cash on hand and $ 1.6 billion of aggregate principal amount of term loans pursuant to the Company’s existing credit agreement, as described in Note 13. The total consideration for the acquisition was approximately $ 3.0 billion, including cash acquired of $ 342.3 million, and was composed of the following (in thousands): Equity value ( 54,988,820 shares at $ 53.00 per share) $ 2,914,407 Net settlements on the exercise of stock options 78,554 Consideration for exchange of Viela stock options 1,130 Total consideration $ 2,994,091 During the year ended December 31, 2021, the Company incurred $ 28.6 million in Viela transaction costs, including advisory, legal, accounting, valuation and other professional and consulting fees, which were accounted for as “Selling, general and administrative expenses” in the consolidated statement of comprehensive income. Pursuant to ASC 805, the Company accounted for the Viela acquisition as a business combination using the acquisition method of accounting. Identifiable assets and liabilities of Viela, including identifiable intangible assets, were recorded based on their estimated fair values as of the date of the closing of the acquisition. The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill. While all amounts were subject to adjustments, the areas subject to the most significant potential adjustments were inventory, intangible assets, IPR&D assets and deferred income taxes. As a result, the Company recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date. Such preliminary valuation required estimates and assumptions including, but not limited to, estimating future cash flows and direct costs in addition to developing the appropriate discount rates and current market profit margins. The Company’s management believes the fair values recognized for the assets acquired and the liabilities assumed were based on reasonable estimates and assumptions. During the year ended December 31, 2021, the Company recorded measurement period adjustments related to deferred tax liabilities, accrued expenses and other current liabilities, accrued trade discounts and rebates, accounts receivable, prepaid expenses and other current assets and inventory, which resulted in a net reduction in goodwill of $ 9.7 million. The following table summarizes the final values assigned to the assets acquired and the liabilities assumed by the Company along with the resulting goodwill before and after the measurement period adjustments (in thousands): Before Adjustments After Deferred tax liabilities, net $ ( 457,928 ) $ 6,589 $ ( 451,339 ) Accrued expenses and other current liabilities ( 73,401 ) ( 335 ) ( 73,736 ) Other long-term liabilities ( 22,631 ) — ( 22,631 ) Accounts payable ( 4,768 ) — ( 4,768 ) Accrued trade discounts and rebates ( 1,492 ) ( 373 ) ( 1,865 ) Marketable securities 400 — 400 Property, plant and equipment 1,747 — 1,747 Other long-term assets 3,253 1,613 4,866 Accounts receivable 8,053 ( 267 ) 7,786 Prepaid expenses and other current assets 16,444 152 16,596 Inventories 149,348 2,300 151,648 Cash and cash equivalents 342,347 — 342,347 In-process research and development 910,000 — 910,000 Developed technology 1,460,000 — 1,460,000 (Liabilities assumed) and assets acquired 2,331,372 9,679 2,341,051 Goodwill 662,719 ( 9,679 ) 653,040 Fair value of consideration paid $ 2,994,091 $ — $ 2,994,091 Inventories acquired included raw materials, work in process and finished goods for UPLIZNA. Inventories were recorded at their estimated fair values. The fair value of finished goods was determined based on the estimated selling price, net of selling costs and a margin on the selling activities. The fair value of work in process was determined based on estimated selling price, net of selling costs and costs to complete the manufacturing, and a margin on the selling and manufacturing activities. The fair value of raw materials was estimated to equal the replacement cost. A step-up in the value of inventory of $ 149.3 million was originally recorded in connection with the acquisition, which was composed of $ 10.1 million for raw materials, $ 119.0 million for work-in-process and $ 20.2 million for finished goods. During the year ended December 31, 2021, the step-up in value of inventory was increased to $ 151.6 million following the recording of $ 2.3 million in measurement period adjustments which was composed of $ 1.9 million for work-in-process and $ 0.4 million for finished goods. During the year ended December 31, 2022, the Company recorded inventory step-up expense of $ 91.7 million related to UPLIZNA based on the acquired units sold during the period. During the year ended December 31, 2021, the Company recorded inventory step-up expense of $ 27.6 million related to UPLIZNA based on the acquired units sold during the period. Other tangible assets and liabilities were valued at their respective carrying amounts as management believes that these amounts approximated their acquisition-date fair values. Developed technology as of the acquisition date was an intangible asset that reflected the estimated fair value of the rights to UPLIZNA in the United States. The estimated fair values of the developed technology represent valuations performed with the assistance of an independent appraisal firm based on management’s estimates, forecasted financial information and reasonable and supportable assumptions. The fair value of developed technology was determined using an income approach. The income approach explicitly recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on current sales projections and estimated direct costs for UPLIZNA. Indications of value were developed by discounting these benefits to their acquisition-date fair value at a discount rate of 11.5 % that reflects the return requirements of the market. Some of the most significant assumptions inherent in the development of the asset valuation include the estimated net cash flows for each year (including net sales, cost of goods sold, sales and marketing costs and R&D costs) and the discount rate. The fair value of the UPLIZNA developed technology was capitalized as of the Viela acquisition date and is subsequently being amortized over approximately 14 years. IPR&D was related to R&D projects including: (i) Potential regulatory approval of UPLIZNA for neuromyelitis optica spectrum disorder (“NMOSD”) outside of the United States and certain other indications worldwide. As of the date of the acquisition, UPLIZNA had not been granted regulatory approval in any territory outside the United States or for any indications other than NMOSD in the United States. On March 23, 2021, the Company’s strategic partner, Mitsubishi Tanabe Pharma Corporation (“MTPC”) received manufacturing and marketing approval for UPLIZNA in Japan. In April 2022, the European Commission issued a legally binding decision based on the favorable recommendation of the Committee for Medicinal Products for Human Use (“CHMP”) of the European Medicines Agency (“EMA”) to grant Marketing Authorization (“MA”) for UPLIZNA for the treatment of adult patients with NMOSD in the European Union (“EU”). Refer to Note 8 for further details. (ii) Daxdilimab, an investigational human monoclonal antibody designed to deplete plasmacytoid dendritic cells, a cell type believed to be critical to the pathogenesis of multiple autoimmune diseases. (iii) Dazodalibep, an investigational fusion protein designed to block a key co-stimulatory pathway involved in many autoimmune and inflammatory diseases. Each IPR&D asset is considered separable from the business as each project could be sold to a third party. The fair value of each IPR&D asset was determined using an income approach. The income approach explicitly recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on sales projections and estimated direct costs. Indications of value are developed by discounting these benefits to their present value at a discount rate of 12.5 % that reflects the return requirements of the market. Some of the most significant assumptions inherent in the development of the asset valuations include the estimated net cash flows for each year (including net sales, cost of goods sold, sales and marketing costs and R&D costs), the discount rate, the assessment of each asset’s life cycle and the potential regulatory and commercial success risk. The fair value of the various IPR&D assets was recorded as an indefinite-lived intangible asset and will be tested for impairment until completion or abandonment of R&D efforts associated with the project. The Company reviews amounts capitalized as acquired IPR&D for impairment annually and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. Deferred tax assets and liabilities arise from acquisition accounting adjustments where book values of certain assets and liabilities differ from their tax bases. Deferred tax assets and liabilities are recorded at the currently enacted rates which will be in effect at the time when the temporary differences are expected to reverse in the country where the underlying assets and liabilities are located. The developed technology, IPR&D assets and inventory acquired through the Viela acquisition were located in the United States as of the acquisition date, where a U.S. tax rate of 23.8 % was utilized and a significant deferred tax liability of $ 451.3 million was recorded. Goodwill represents the excess of the total consideration over the estimated fair value of net assets acquired and was recorded in the consolidated balance sheet as of the acquisition date. The goodwill was primarily attributable to the establishment of a deferred tax liability for the developed technology intangible asset and the IPR&D intangible assets. Viela’s mid-stage biologics pipeline, R&D team and on-market medicine UPLIZNA, made it a complementary strategic fit with the Company’s pipeline, commercial portfolio and therapeutic areas of focus. The Company does not expect any portion of this goodwill to be deductible for tax purposes. The following table presents certain pro forma combined results of the Company and Viela for the years ended December 31, 2021 and 2020 as if the acquisition of Viela had occurred on January 1, 2020 (in thousands): For the Year Ended December 31, 2021 2020 As reported Pro forma adjustments Pro forma As reported Pro forma adjustments Pro forma Net sales $ 3,226,410 $ 10,588 $ 3,236,998 $ 2,200,429 $ 11,652 $ 2,212,081 Net income 534,491 ( 30,804 ) 503,687 389,796 ( 291,730 ) 98,066 The pro forma combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and Viela. In order to reflect the pro forma information as if the acquisition occurred on January 1, 2020, the pro forma financial information includes adjustments to reflect incremental amortization expense to be incurred based on the current fair values of the identifiable intangible assets acquired; the incremental cost of medicines sold related to the fair value adjustments associated with acquisition date inventory; the additional interest expense associated with the issuance of debt to finance the acquisition; and the reclassification of transaction costs incurred during the year ended December 31, 2021 to the year ended December 31, 2020. Significant non-recurring pro forma adjustments include transaction costs of $ 86.6 million which were assumed to have been incurred on January 1, 2020 and were recognized as if incurred during the year ended December 31, 2020. The pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the acquisition actually been completed on January 1, 2020. In addition, the pro forma financial information is not a projection of future results of operations of the combined company nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition. Acquisition of Curzion Pharmaceuticals, Inc. On April 1, 2020, the Company acquired Curzion Pharmaceuticals, Inc. (“Curzion”), a privately held development-stage biopharma company, and its development-stage oral selective lysophosphatidic acid 1 receptor (LPAR 1 ) antagonist, CZN001 (renamed HZN-825). Under the terms of the acquisition agreement, the Company acquired Curzion for a $ 45.0 million upfront cash payment with additional payments contingent on the achievement of development and regulatory milestones. Pursuant to ASC 805 (as amended by ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU No. 2017-01”)), the Company accounted for the Curzion acquisition as the purchase of an IPR&D asset and, pursuant to ASC Topic 730, Research and Development (“ASC 730”) , recorded the purchase price as acquired IPR&D and milestones expenses during the year ended December 31, 2020. HZN-825 was originally discovered and developed by Sanofi-Aventis U.S. LLC, which is eligible to receive contingent payments upon the achievement of development and commercialization milestones and royalties based on revenue thresholds. A member of the Company’s board of directors was also a member of the board of directors of, and held a beneficial interest in, Curzion. This related party transaction was conducted in the normal course of business on an arm’s length basis. Sale of RAVICTI and BUPHENYL Rights in Japan On October 27, 2020, the Company sold its rights to develop and commercialize RAVICTI and BUPHENYL in Japan to Medical Need Europe AB, part of the Immedica Group, for $ 5.4 million and recorded a gain of $ 4.9 million on the sale in the fourth quarter of 2020. The Company has retained the rights to RAVICTI and BUPHENYL in North America. Acquisition of River Vision On May 8, 2017 , the Company acquired 100 % of the equity interests in River Vision Development Corp. (“River Vision”) for upfront cash payments totaling approximately $ 150.3 million, including cash acquired of $ 6.3 million, with additional potential future milestone and royalty payments contingent on the satisfaction of certain regulatory milestones and sales thresholds. Pursuant to ASU No. 2017-01, the Company accounted for the River Vision acquisition as the purchase of an IPR&D asset (teprotumumab, now known as TEPEZZA) and, pursuant to ASC 730, recorded the purchase price as R&D expense during the year ended December 31, 2017. Under the acquisition agreement for River Vision, the Company agreed to pay up to $ 325.0 million upon the attainment of various milestones, composed of $ 100.0 million related to U.S. Food and Drug Administration (“FDA”) approval and $ 225.0 million related to net sales thresholds for TEPEZZA. The agreement also includes a royalty payment of 3 percent of the portion of annual worldwide net sales exceeding $ 300.0 million. The Company made the milestone payment of $ 100.0 million related to FDA approval during the first quarter of 2020 which is now capitalized as a finite-lived intangible asset representing the developed technology for TEPEZZA. Additionally, under the Company’s license agreement with Roche, the Company made a milestone payment of CHF 5.0 million ($ 5.2 million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.0382 ), during the first quarter of 2020 which the Company also capitalized as a finite-lived intangible asset representing the developed technology for TEPEZZA. In April 2020, a subsidiary of the Company entered into an agreement with S.R. One, Limited (“S.R. One”) and an agreement with Lundbeckfond Invest A/S (“Lundbeckfond”) pursuant to which the Company acquired all of S.R. One’s and Lundbeckfond’s beneficial rights to proceeds from certain contingent future TEPEZZA milestone and royalty payments in exchange for a one-time payment of $ 55.0 million to each of the respective parties. The total payments of $ 110.0 million were capitalized as a finite-lived intangible asset representing the developed technology for TEPEZZA during the second quarter of 2020. In addition, during the year ended December 31, 2020, the Company recorded $ 120.8 million as a finite-lived intangible asset representing the developed technology for TEPEZZA, composed of $ 67.0 million in relation to the expected future attainment of various net sales milestones payable under the acquisition agreement for River Vision and CHF 50.0 million ($ 53.8 million when converted using a CHF-to-Dollar exchange rate as of the date the intangible asset was recorded) in relation to the expected future attainment of various net sales milestones payable to Roche. The liabilities relating to these TEPEZZA net sales milestones were recorded in accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2020. The Company paid such TEPEZZA net sales milestones to Roche in February 2021 and to the former River Vision stockholders in April 2021 and, following such payments, there are no further TEPEZZA net sales milestone obligations remaining to Roche and the former River Vision stockholders. The Company’s remaining obligation to Roche relating to the attainment of various TEPEZZA development and regulatory milestones is CHF 43.0 million ($ 46.5 million when converted using a CHF-to-Dollar exchange rate at December 31, 2022 of 1.0823 ). Refer to Note 16 for further detail on TEPEZZA milestone payments. Other Arrangements Xeris Pharmaceuticals, Inc. On November 22, 2022, the Company entered into a research collaboration and option agreement with Xeris Pharmaceuticals, Inc. (“Xeris”) under which Xeris is obligated to use its proprietary formulation technology platform, XeriJect, to conduct a research program to develop an ultra-concentrated, ready-to-use, subcutaneous injection of TEPEZZA. The Company received an option to obtain a commercial license for any reformulated product developed under the research program. An upfront payment of $ 2.75 million was recorded as acquired IPR&D and milestones expenses in the consolidated statement of comprehensive income and paid during the year ended December 31, 2022. In addition, Xeris is entitled to receive a milestone payment of $ 6.0 million upon the earlier of either (i) the exercise of the Company’s option or (ii) the achievement of the minimally acceptable target product profile by a reformulated product generated through the research program. If the Company exercises its option to continue development of and commercialize the reformulated product, Xeris may also be entitled to receive additional development and regulatory milestones and royalties on future sales. Q32 Bio Inc. On August 12, 2022, the Company entered into a collaboration and option agreement with Q32 Bio Inc. (“Q32”) related to its pipeline candidate ADX-914, a monoclonal antibody antagonist of the interleukin-7 receptor for the treatment of autoimmune and inflammatory diseases. Under the terms of the agreement, the Company received an option to acquire the ADX-914 program, exercisable through a period of time following completion of certain planned Phase 2a trials. An upfront payment of $ 15.0 million and milestone-based development funding of $ 17.5 million were paid during the year ended December 31, 2022, and recorded as acquired IPR&D and milestones expenses in the consolidated statement of comprehensive income. The Company may also be obligated to pay up to $ 22.5 million in the form of additional milestone-based development funding. If the Company exercises the option, it may be obligated to make up to an additional $ 645.0 million in closing and milestone payments, as well as tiered royalties on net sales from a high single-digit to a low double-digit percentage, inclusive of certain amounts payable to a third party under a pre-existing license agreement. Alpine Immune Sciences, Inc. On December 15, 2021, the Company entered into an exclusive license agreement with Alpine Immune Sciences, Inc. (“Alpine”) for the development and commercialization of up to four preclinical candidates generated from Alpine’s unique discovery platform. The agreement includes licensing of a lead, potential first-in-class preclinical candidate, as well as a research partnership to jointly generate additional novel candidates. These candidates include multi-specific fusion protein-based therapeutic candidates for autoimmune and inflammatory diseases. In connection with the execution of the license agreement, the Company entered into a stock purchase agreement with Alpine to purchase a minority stake of 951,980 shares of Alpine’s common stock in a private placement. Under the terms of the agreements, the Company paid Alpine $ 15.0 million in the fourth quarter of 2021 to purchase the shares of Alpine common stock and paid $ 25.0 million in the first quarter of 2022 as an upfront payment for the license. The shares of Alpine’s common stock were purchased at a premium to their fair value at the transaction closing date. The premium consisted of acquiring the shares at a price above the fair value based on a premium to the 30-day volume-weighted average share price prior to entering into the agreement. The Company recorded an asset of $ 11.9 million in other long-term assets in its consolidated balance sheet reflecting the fair value of the common stock. In addition, the Company recorded a charge of $ 28.1 million to acquired IPR&D and milestones expenses in its consolidated statement of comprehensive income for the year ended December 31, 2021, of which $ 25.0 million relates to the upfront payment and $ 3.1 million relates to the premium paid for shares of Alpine’s common stock. The $ 28.1 million was accounted for as the acquisition of an IPR&D asset during the year ended December 31, 2021. In addition, Alpine is eligible to receive up to $ 381.0 million per program, or approximately $ 1.52 billion in total, in future success-based payments related to development, regulatory and commercial milestones. Alpine is also eligible to receive tiered royalties from a mid-single-digit percentage to a low double-digit percentage on worldwide net sales of licensed medicines. Alpine is required to advance candidate molecules to pre-defined preclinical milestones, and the Company will be responsible for the costs. The Company will then be required to assume responsibility for development and commercialization activities and costs. Arrowhead Pharmaceuticals, Inc. On June 18, 2021, the Company entered into a global agreement with Arrowhead Pharmaceuticals, Inc. (“Arrowhead”) for HZN-457, a discovery-stage investigational RNA interference (“RNAi”) therapeutic being developed by Arrowhead as a potential treatment for uncontrolled gout. Arrowhead granted the Company a worldwide exclusive license to develop, manufacture and commercialize medicines based on the RNAi therapeutic. Arrowhead is required to use commercially reasonable efforts to conduct research and preclinical development activities for the RNAi therapeutic products. The Company must use commercially reasonable efforts in, and will be responsible for, clinical development and commercialization of the RNAi therapeutic products. Under the terms of the agreement, the Company paid Arrowhead an upfront cash payment of $ 40.0 million in July 2021 and agreed to pay additional potential future milestone payments of up to $ 660.0 million contingent on the achievement of certain development, regulatory and commercial milestones, and low to mid-teens royalties on worldwide calendar year net sales of licensed medicines. The $ 40.0 million upfront payment was accounted for as the acquisition of an IPR&D asset and was recorded as acquired IPR&D and milestones expenses in the consolidated statement of comprehensive income during the year ended December 31, 2021. In addition, a $ 15.0 million development milestone was recognized in the fourth quarter of 2022 and recorded as acquired IPR&D and milestones expenses in the consolidated statement of comprehensive income during the year ended December 31, 2022. Halozyme Therapeutics, Inc. On November 21, 2020, the Company entered into a global agreement with Halozyme Therapeutics, Inc. (“Halozyme”) that gives the Company exclusive access to Halozyme’s ENHANZE ® drug delivery technology for subcutaneous (“SC”) formulation of medicines targeting IGF-1R. The Company is exploring ENHANZE to develop a SC formulation of TEPEZZA, indicated for the treatment of thyroid eye disease, a serious, progressive and vision-threatening rare autoimmune disease, potentially shortening drug administration time, reducing healthcare practitioner time and offering additional flexibility and convenience for patients. Under the terms of the agreement, the Company paid Halozyme an upfront cash payment of $ 30.0 million in December 2020, with additional potential future milestone payments of up to $ 160.0 million contingent on the satisfaction of certain development and sales thresholds. Halozyme will also be entitled to receive mid-single digit royalties on sales of commercialized medicines using the ENHANZE technology. The $ 30.0 million upfront payment was accounted for as the acquisition of an IPR&D asset and was recorded as acquired IPR&D and milestones expenses in the consolidated statement of comprehensive income during the year ended December 31, 2020. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES The components of inventories as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Raw materials $ 44,230 $ 43,366 Work-in-process 25,232 101,719 Finished goods 100,097 80,645 Inventories, net $ 169,559 $ 225,730 During the year ended December 31, 2021, as part of the Viela acquisition, a step-up in the value of inventory of $ 151.6 million was recorded, which was composed of $ 10.1 million for raw materials, $ 120.9 million for work-in-process and $ 20.6 million for finished goods. Refer to Note 4 for further details. Inventory step-up expense recorded in cost of goods sold relating to UPLIZNA was $ 91.7 million and $ 27.6 million for the years ended December 31, 2022 and 2021, respectively. Because inventory step-up expense is related to an acquisition, will not continue indefinitely and has a significant effect on the Company’s gross profit, gross margin percentage and net income for all affected periods, the Company discloses balance sheet and income statement amounts related to inventory step-up within the Notes to Consolidated Financial Statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Deferred charge for taxes on intercompany profit $ 164,771 $ 66,175 Advance payments for inventory 156,824 160,103 Rabbi trust assets 28,227 26,519 Prepaid income taxes and income tax receivable 9,835 36,388 Other prepaid expenses and other current assets 89,692 67,921 Prepaid expenses and other current assets $ 449,349 $ 357,106 Deferred charge for taxes on intercompany profit increased $ 98.6 million, from $ 66.2 million during the year ended December 31, 2021 to $ 164.8 million during the year ended December 31, 2022 due to an increase in tax benefit related to deferred charges for taxes on higher intercompany inventory transfers. Advance payments for inventory as of December 31, 2022 and 2021, primarily represented payments made to the contract manufacturer of TEPEZZA drug substance. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 7 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Buildings $ 173,560 $ 174,209 Construction in process 88,825 28,210 Land and land improvements 44,323 40,468 Leasehold improvements 24,428 23,801 Machinery and equipment 22,865 18,390 Furniture and fixtures 20,318 19,318 Software 13,332 13,388 Other 11,966 10,418 399,617 328,202 Less accumulated depreciation ( 59,108 ) ( 35,904 ) Property, plant and equipment, net $ 340,509 $ 292,298 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $ 23.9 million, $ 17.5 million and $ 24.3 million, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 8 – GOODWILL AND INTANGIBLE ASSETS Goodwill The table below presents goodwill for the Company as of December 31, 2022 (in thousands): Total Balance at December 31, 2021 $ 1,066,709 Goodwill impairment during the year ( 56,171 ) Balance at December 31, 2022 $ 1,010,538 In May 2022, Apotex Corp. and its affiliate, Apotex Inc. (collectively, “Apotex”), initiated an at-risk launch of a generic version of PENNSAID 2% in the United States. The at-risk launch was expected to have an on-going negative impact on PENNSAID 2% net sales. As a result, the Company determined the generic product launch and the expected impact on PENNSAID 2% to be a triggering event to conduct an interim impairment analysis and an indicator it was more likely than not that the carrying amount of its former inflammation reporting unit exceeded its fair value as of June 30, 2022. The Company determined the fair value of the former inflammation reporting unit as of June 30, 2022 using the income approach. The cash flow projections were based on a financial forecast developed by management that included net sales projections, which are updated annually, or more frequently based on events that may significantly impact forecasts. The Company’s interim goodwill impairment test in the second quarter of 2022 indicated an impairment, which represented the difference between the estimated fair value of the former inflammation reporting unit and its carrying value. As a result, the Company recognized an impairment charge of $ 56.2 million in June 2022 representing the full amount of goodwill for the former inflammation reporting unit. The Company’s annual goodwill impairment test in the fourth quarter of 2022 did not indicate that it was more likely than not that the fair value of the reporting unit was less than the carrying value. During the fourth quarter of 2022, management realigned the Company’s reportable segments to reflect changes in the manner in which the CODM assesses financial information for decision-making purposes. The Company transitioned its two reportable segments, the inflammation segment and the orphan segment, to one reportable segment for the year ended December 31, 2022. Refer to Note 11 for further details. Intangible Assets As of December 31, 2022, the Company’s finite-lived intangible assets consisted of developed technology related to ACTIMMUNE, KRYSTEXXA, PROCYSBI, RAVICTI, TEPEZZA and UPLIZNA. The intangible assets related to RAYOS developed technology and ACTIMMUNE customer relationships were fully amortized as of December 31, 2022. In July 2021, in connection with the purchase of a drug product biologics manufacturing facility from EirGen, the Company capitalized $ 21.8 million of intangible assets which are being amortized over a weighted-average estimated useful life of 16 years. Refer to Note 4 for further details. On March 15, 2021, in connection with the acquisition of Viela, the Company capitalized $ 1,460.0 million of developed technology related to UPLIZNA. Refer to Note 4 for further details. Intangible assets as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Cost Basis Accumulated Net Book Cost Basis Accumulated Net Book Developed technology (1) $ 4,650,292 $ ( 2,005,327 ) $ 2,644,965 $ 4,579,171 $ ( 1,642,427 ) $ 2,936,744 In-process research and development (1) 810,000 — 810,000 880,000 — 880,000 Other intangibles 29,894 ( 10,082 ) 19,812 29,894 ( 6,520 ) 23,374 Total intangible assets $ 5,490,186 $ ( 2,015,409 ) $ 3,474,777 $ 5,489,065 $ ( 1,648,947 ) $ 3,840,118 (1) In April 2022, the European Commission issued a legally binding decision based on the favorable recommendation of the CHMP of the EMA to grant a MA for UPLIZNA for the treatment of adult patients with NMOSD in the EU. As a result, the Company transferred $ 70.0 million of IPR&D to developed technology in the second quarter of 2022. As of December 31, 2022, the remaining IPR&D relating to the Viela acquisition was $ 810.0 million. Amortization expense for the years ended December 31, 2022, 2021 and 2020 was $ 366.5 million, $ 336.3 million and $ 255.1 million, respectively. IPR&D is not amortized until successful regulatory approval of a project. As of December 31, 2022 , estimated future amortization expense was as follows (in thousands): 2023 $ 359,377 2024 359,377 2025 359,377 2026 304,114 2027 253,637 Thereafter 1,028,895 Total $ 2,664,777 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 9 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Payroll-related expenses $ 121,066 $ 147,439 Accrued royalties 106,126 108,215 R&D and manufacturing programs 66,725 54,076 Consulting and professional services 28,915 33,334 Allowances for returns 28,347 33,881 Accrued interest 15,130 14,989 Accrued upfront and milestone payments 15,000 35,100 Refund liability (1) 12,218 16,711 Advertising and marketing 12,030 16,930 Pricing review liability — 21,075 Accrued other 52,000 41,265 Accrued expenses and other current liabilities $ 457,557 $ 523,015 (1) The refund liability represents the amount of consideration that the Company may need to refund to MTPC if it does not sell the product that was shipped to MTPC. The refund liability is remeasured at each reporting date to reflect changes in the estimate of variable consideration, with a corresponding adjustment to revenue. Amounts expected to be settled within the 12 months following the balance sheet date are classified as current liabilities in the accompanying balance sheets. Amounts not expected to be settled within the 12 months following the consolidated balance sheet date are classified as long-term liabilities. The following represents the changes to the refund liability for the year ended December 31, 2022 (in thousands): Refund liability at December 31, 2021 $ 16,711 Shipments during the year ended December 31, 2022 14,892 Remeasurement of refund liability recognized as revenue ( 11,194 ) Refund liability at December 31, 2022 $ 20,409 Less: current portion 12,218 Refund liability, net of current portion $ 8,191 |
Accrued Trade Discounts and Reb
Accrued Trade Discounts and Rebates | 12 Months Ended |
Dec. 31, 2022 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Accrued Expenses and Other Current Liabilities | NOTE 9 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Payroll-related expenses $ 121,066 $ 147,439 Accrued royalties 106,126 108,215 R&D and manufacturing programs 66,725 54,076 Consulting and professional services 28,915 33,334 Allowances for returns 28,347 33,881 Accrued interest 15,130 14,989 Accrued upfront and milestone payments 15,000 35,100 Refund liability (1) 12,218 16,711 Advertising and marketing 12,030 16,930 Pricing review liability — 21,075 Accrued other 52,000 41,265 Accrued expenses and other current liabilities $ 457,557 $ 523,015 (1) The refund liability represents the amount of consideration that the Company may need to refund to MTPC if it does not sell the product that was shipped to MTPC. The refund liability is remeasured at each reporting date to reflect changes in the estimate of variable consideration, with a corresponding adjustment to revenue. Amounts expected to be settled within the 12 months following the balance sheet date are classified as current liabilities in the accompanying balance sheets. Amounts not expected to be settled within the 12 months following the consolidated balance sheet date are classified as long-term liabilities. The following represents the changes to the refund liability for the year ended December 31, 2022 (in thousands): Refund liability at December 31, 2021 $ 16,711 Shipments during the year ended December 31, 2022 14,892 Remeasurement of refund liability recognized as revenue ( 11,194 ) Refund liability at December 31, 2022 $ 20,409 Less: current portion 12,218 Refund liability, net of current portion $ 8,191 |
Accrued Trade Discounts and Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Accrued Expenses and Other Current Liabilities | NOTE 10 – ACCRUED TRADE DISCOUNTS AND REBATES Accrued trade discounts and rebates as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Accrued government rebates and chargebacks $ 235,216 $ 222,632 Accrued commercial rebates and wholesaler fees 39,965 48,761 Accrued co-pay and other patient assistance 44,599 46,038 Accrued trade discounts and rebates $ 319,780 $ 317,431 Invoiced commercial rebates and wholesaler fees, 77,350 — Total customer-related accruals and allowances $ 397,130 $ 317,431 The following table summarizes changes in the Company’s customer-related accruals and allowances during the years ended December 31, 2022 and 2021 (in thousands): Government Rebates and Chargebacks Commercial Rebates and Wholesaler Fees Co-Pay and Other Patient Assistance Total Balance at December 31, 2020 $ 172,893 $ 84,098 $ 96,924 $ 353,915 Current provisions relating to sales during the year ended December 31, 2021 756,222 282,005 604,209 1,642,436 Adjustments relating to prior-year sales ( 21,077 ) ( 2,921 ) ( 4,516 ) ( 28,514 ) Payments relating to sales during the year ended ( 538,086 ) ( 233,314 ) ( 558,182 ) ( 1,329,582 ) Payments relating to prior-year sales ( 148,731 ) ( 81,177 ) ( 92,408 ) ( 322,316 ) Viela acquisition on March 15, 2021 1,411 70 11 1,492 Balance at December 31, 2021 $ 222,632 $ 48,761 $ 46,038 $ 317,431 Current provisions relating to sales during the year ended December 31, 2022 823,299 195,937 345,430 1,364,666 Adjustments relating to prior-year sales ( 30,405 ) 2,118 ( 3,497 ) ( 31,784 ) Payments relating to sales during the year ended ( 529,311 ) ( 153,462 ) ( 290,028 ) ( 972,801 ) Payments relating to prior-year sales ( 190,657 ) ( 47,195 ) ( 42,530 ) ( 280,382 ) Balance at December 31, 2022 $ 295,558 $ 46,159 $ 55,413 $ 397,130 |
Segment and Other Information
Segment and Other Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Other Information | NOTE 11 – SEGMENT AND OTHER INFORMATION The Company substantially completed the wind down of its former inflammation business in the fourth quarter of 2022. Effective in the fourth quarter of 2022, management realigned the Company’s reportable segments to reflect changes in the manner in which the CODM assesses financial information for decision-making purposes. The Company transitioned the Company’s two reportable segments, the inflammation segment and the orphan segment, to one reportable segment for the year ended December 31, 2022. All prior year amounts have been reclassified to conform to the Company’s current reporting structure. The Company determined that it operates in one reportable segment, which focuses on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory diseases. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the CODM. The Company’s chief executive officer has been identified as its CODM. On March 15, 2021, the Company completed its acquisition of Viela. The acquisition expanded the Company’s commercial medicine portfolio by adding an additional rare disease medicine, UPLIZNA, to its commercial medicine portfolio. The following table reflects net sales by medicine for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 TEPEZZA $ 1,965,711 $ 1,661,299 $ 820,008 KRYSTEXXA 716,167 565,452 405,849 RAVICTI 325,652 291,945 261,615 PROCYSBI 209,990 189,965 170,102 UPLIZNA (1) 154,622 60,805 — ACTIMMUNE 126,080 117,164 118,834 PENNSAID 2% 73,774 191,621 178,011 RAYOS 41,882 56,851 71,811 BUPHENYL 7,332 7,860 10,549 DUEXIS 4,901 74,023 125,331 VIMOVO 1,851 8,397 37,621 QUINSAIR 1,082 1,028 698 Total net sales $ 3,629,044 $ 3,226,410 $ 2,200,429 (1) UPLIZNA revenue is affected each reporting period by the changes in the estimate of variable consideration included in the remeasurement of the refund liability for shipments to MTPC. During the years ended December 31, 2022 and 2021, the Company recognized $ 11.2 million and $ 4.1 million, respectively, of revenue as a result of the changes in this estimate. The amount of variable consideration recognized is dependent on MTPC’s sales over which the Company has no direct control. The following table presents the amount and percentage of gross sales to customers that represented more than 10 % of the Company’s gross sales included in its reporting segment, and all other customers as a group for the years ended December 31, 2022, 2021 and 2020 (in thousands, except percentages): Year Ended December 31, 2022 2021 2020 Amount % of Gross Sales Amount % of Gross Sales Amount % of Gross Sales Customer A $ 1,361,445 27 % $ 1,300,020 26 % $ 959,066 24 % Customer B 1,148,355 23 % 1,412,007 29 % 1,298,128 32 % Customer C 1,103,785 22 % 917,535 19 % 772,724 19 % Customer D 954,733 19 % 839,863 17 % 521,425 13 % Other customers 453,959 9 % 434,204 9 % 488,088 12 % Gross sales $ 5,022,277 100 % $ 4,903,629 100 % $ 4,039,431 100 % Geographic revenues are determined based on the country in which the Company’s customers are located. The following table presents a summary of net sales attributed to geographic sources for the years ended December 31, 2022, 2021 and 2020 (in thousands, except percentages): Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Amount % of Total Amount % of Total Amount % of Total United States $ 3,589,510 99 % $ 3,210,020 100 % $ 2,191,111 100 % Rest of world 39,534 1 % 16,390 * 9,318 * $ 3,629,044 $ 3,226,410 $ 2,200,429 *Less than 1% The following table presents total tangible long-lived assets by location as of the years ended December 31, 2022, 2021 and 2020 (in thousands): As of December 31, 2022 2021 2020 United States $ 249,997 $ 239,440 $ 214,563 Ireland 189,926 128,498 8,726 Other 77 74 154 Total long-lived assets (1) $ 440,000 $ 368,012 $ 223,443 (1) Long-lived assets consist of property, plant and equipment and right-of-use lease assets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 12 – FAIR VALUE MEASUREMENTS The following tables and paragraphs set forth the Company’s financial instruments that are measured at fair value on a recurring basis within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following describes three levels of inputs that may be used to measure fair value: Level 1 —Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis The following tables set forth the Company’s financial assets and liabilities at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 2,151,500 $ — $ — $ 2,151,500 Interest rate swap contracts — 30,348 — 30,348 Equity securities (1) 6,997 — — 6,997 Foreign currency contracts — 181 — 181 Other current assets 28,227 — — 28,227 Total assets at fair value $ 2,186,724 $ 30,529 $ — $ 2,217,253 Liabilities: Other long-term liabilities ( 28,227 ) — — ( 28,227 ) Total liabilities at fair value $ ( 28,227 ) $ — $ — $ ( 28,227 ) December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,367,500 $ — $ — $ 1,367,500 Equity securities (1) 13,185 — — 13,185 Bank time deposits — 11,867 — 11,867 Other current assets 26,519 — — 26,519 Total assets at fair value $ 1,407,204 $ 11,867 $ — $ 1,419,071 Liabilities: Other long-term liabilities ( 26,519 ) — — ( 26,519 ) Total liabilities at fair value $ ( 26,519 ) $ — $ — $ ( 26,519 ) (1) The Company held investments in equity securities with readily determinable fair values of $ 7.0 million and $ 13.2 million as of December 31, 2022 and 2021, respectively, which are included in other long-term assets in the consolidated balance sheets. For the years ended December 31, 2022 and 2021 , the Company recognized net unrealized (losses) gains of $ 6.2 million and $ 1.3 million, respectively, in the other (expense) income, net line item of the Company’s consolidated statement of comprehensive income, due to the change in fair value of these securities. There were no sales of equity securities for the years ended December 31, 2022 and 2021 . The Company utilizes the market approach to measure fair value for its money market funds. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The Company’s derivative assets and liabilities include interest rate swaps, which are carried at fair value. Interest rate swaps entered into by the Company are typically executed over-the-counter and are valued using discounted cash flows along with fair value models that primarily use observable market inputs. These models take into account a variety of factors including, where applicable, maturity, interest rate yield curves, and counterparty credit risks. Refer to Note 14 for further details. As of December 31, 2021, the Company’s cash and cash equivalents included bank time deposits which were measured at fair value using Level 2 inputs and their carrying values were approximately equal to their fair values. Level 2 inputs, obtained from various third-party data providers, represent quoted prices for similar assets in active markets, or these inputs were derived from observable market data, or if not directly observable, were derived from or corroborated by other observable market data. The Company’s derivative assets and liabilities also include foreign currency forward contracts, which all have maturities of one month or less. The Company estimates the fair values of these contracts by using observable market inputs including the forward and spot prices for foreign currencies. Refer to Note 14 for further details. Other current assets and other long-term liabilities recorded at fair value on a recurring basis are composed of investments held in a rabbi trust and the related deferred liability for deferred compensation arrangements. Quoted prices for this investment, primarily in mutual funds, are available in active markets. Thus, the Company’s investments related to deferred compensation arrangements and the related long-term liability are classified as Level 1 measurements in the fair value hierarchy. |
Debt Agreements
Debt Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Agreements | OTE 13 – DEBT AGREEMENTS The Company’s outstanding debt balances as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Term Loan Facility due 2028 $ 1,572,000 $ 1,588,000 Term Loan Facility due 2026 418,026 418,026 Senior Notes due 2027 600,000 600,000 Total face value 2,590,026 2,606,026 Debt discount ( 9,627 ) ( 12,164 ) Deferred financing fees ( 17,562 ) ( 22,629 ) Total long-term debt 2,562,837 2,571,233 Less: current maturities 16,000 16,000 Long-term debt, net of current maturities $ 2,546,837 $ 2,555,233 Scheduled maturities with respect to the Company’s long-term debt are as follows (in thousands): 2023 $ ( 16,000 ) 2024 ( 16,000 ) 2025 ( 16,000 ) 2026 ( 434,026 ) 2027 ( 616,000 ) Thereafter ( 1,492,000 ) Total $ ( 2,590,026 ) Term Loan Facility and Revolving Credit Facility On March 15, 2021, Horizon Therapeutics USA, Inc. (the “Borrower” or “HTUSA”), a wholly-owned subsidiary of the Company, borrowed approximately $ 1.6 billion aggregate principal amount of loans (the “2028 Term Loans”) pursuant to an amendment (the “March 2021 Amendment”) to the credit agreement, dated as of May 7, 2015, by and among the Borrower, the Company and certain of its subsidiaries as guarantors, the lenders party thereto from time to time and Citibank, N.A., as administrative agent and collateral agent, as amended by Amendment No. 1, dated as of October 25, 2016, Amendment No. 2, dated March 29, 2017, Amendment No. 3, dated October 23, 2017, Amendment No. 4, dated October 19, 2018, Amendment No. 5, dated March 11, 2019, Amendment No. 6, dated May 22, 2019, Amendment No. 7, dated December 18, 2019 and the Incremental Amendment and Joinder Agreement, dated August 17, 2020 (the “Term Loan Facility”). Pursuant to Amendment No. 7, the Borrower borrowed approximately $ 418.0 million aggregate principal amount of loans (the “2026 Term Loans”). Pursuant to Amendment No. 5, the Borrower received $ 200.0 million aggregate principal amount of revolving commitments, which was increased to $ 275.0 million aggregate amount of revolving commitments (the “Incremental Revolving Commitments”) pursuant to the Incremental Amendment and Joinder Agreement. The Incremental Revolving Commitments were established pursuant to an incremental facility (the “Revolving Credit Facility”) and include a $ 50.0 million letter of credit sub-facility. The Incremental Revolving Commitments will terminate in March 2024 . Borrowings under the Revolving Credit Facility are available for general corporate purposes. As of December 31, 2022, the Revolving Credit Facility was undrawn. As used herein, all references to the “Credit Agreement” are references to the original credit agreement, dated as of May 7, 2015, as amended through the March 2021 Amendment. The 2028 Term Loans were incurred as a separate class of term loans under the Credit Agreement with substantially the same terms of the 2026 Term Loans. The Borrower used the proceeds of the 2028 Term Loans to fund a portion of the consideration payable in the acquisition of Viela. The 2028 Term Loans bear interest at a rate, at Borrower’s option, equal to LIBOR, plus 2.00 % per annum (subject to a 0.50 % LIBOR floor) or the adjusted base rate plus 1.00 % per annum, with a step-down to LIBOR plus 1.75 % per annum or the adjusted base rate plus 0.75 % per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00 . The adjusted base rate is defined as the greatest of (a) LIBOR (using one-month interest period) plus 1.00%, (b) the prime rate, (c) the federal funds rate plus 0.50%, and (d) 1.00%. The 2026 Term Loans were incurred as a separate new class of term loans under the Credit Agreement with substantially the same terms as the previously outstanding senior secured term loans incurred on May 22, 2019 (the “Refinanced Loans”) to effectuate a repricing of the Refinanced Loans. The Borrower used the proceeds of the 2026 Term Loans to repay the Refinanced Loans, which totaled approximately $ 418.0 million. The 2026 Term Loans bear interest at a rate, at the Borrower’s option, equal to LIBOR plus 2.25 % per annum (subject to a 0.00 % LIBOR floor) or the adjusted base rate plus 1.25 % per annum, with a step-down to LIBOR plus 2.00 % per annum or the adjusted base rate plus 1.00 % per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00 . T he loans under the Revolving Credit Facility bear interest, at the Borrower’s option, at a rate equal to either LIBOR plus an applicable margin of 2.25 % per annum (subject to a LIBOR floor of 0.00 %), or the adjusted base rate plus 1.25 % per annum, with a step-down to LIBOR plus 2.00 % per annum or the adjusted base rate plus 1.00 % per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00 . The Credit Agreement provides for (i) the 2028 Term Loans, (ii) the 2026 Term Loans, (iii) the Revolving Credit Facility, (iv) one or more uncommitted additional incremental loan facilities subject to the satisfaction of certain financial and other conditions, and (v) one or more uncommitted refinancing loan facilities with respect to loans thereunder. The Credit Agreement allows for the Company and certain of its subsidiaries to become additional borrowers under incremental or refinancing facilities. The obligations under the Credit Agreement (including obligations in respect of the 2028 Term Loans, 2026 Term Loans and the Revolving Credit Facility) and any swap obligations and cash management obligations owing to a lender (or an affiliate of a lender) are guaranteed by the Company and each of the Company’s existing and subsequently acquired or formed direct and indirect subsidiaries (other than certain immaterial subsidiaries, subsidiaries whose guarantee would result in material adverse tax consequences and subsidiaries whose guarantee is prohibited by applicable law). The obligations under the Credit Agreement (including obligations in respect of the 2028 Term Loans, 2026 Term Loans and the Revolving Credit Facility) and any related swap and cash management obligations are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in (i) all tangible and intangible assets of the Borrower and the guarantors, except for certain customary excluded assets, and (ii) all of the capital stock owned by the Borrower and guarantors thereunder (limited, in the case of the stock of certain non-U.S. subsidiaries of the Borrower, to 65 % of the capital stock of such subsidiaries). The Borrower and the guarantors under the Credit Agreement are individually and collectively referred to herein as a “Loan Party” and the “Loan Parties,” as applicable. The Borrower is permitted to make voluntary prepayments of the loans under the Credit Agreement at any time without payment of a premium. The Borrower is required to make mandatory prepayments of loans under the Credit Agreement (without payment of a premium) with (a) net cash proceeds from certain non-ordinary course asset sales (subject to reinvestment rights and other exceptions), (b) casualty proceeds and condemnation awards (subject to reinvestment rights and other exceptions), (c) net cash proceeds from issuances of debt (other than certain permitted debt), and (d) 50 % of the Company’s excess cash flow (subject to a decrease to 25 % or 0 % if the Company’s first lien leverage ratio is less than 2.25 :1 or 1.75 :1, respectively). The 2028 Term Loans will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount thereof, with any remaining balance payable on March 15, 2028, the final maturity date of the 2028 Term Loans. The principal amount of the 2026 Term Loans is due and payable on May 22, 2026 , the final maturity date of the 2026 Term Loans. The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness and dividends and other distributions. The Credit Agreement also contains a springing financial maintenance covenant, which requires that the Company maintain a specified leverage ratio at the end of each fiscal quarter. The covenant is tested if both the outstanding loans and letters of credit under the Revolving Credit Facility, subject to certain exceptions, exceed 25 % of the total commitments under the Revolving Credit Facility as of the last day of any fiscal quarter. If the Company fails to meet this covenant, the commitments under the Revolving Credit Facility could be terminated and any outstanding borrowings, together with accrued interest, under the Revolving Credit Facility could be declared immediately due and payable. Other events of default under the Credit Agreement include: (i) the failure by the Borrower to timely make payments due under the Credit Agreement; (ii) material misrepresentations or misstatements in any representation or warranty by any Loan Party when made; (iii) failure by any Loan Party to comply with the covenants under the Credit Agreement and other related agreements; (iv) certain defaults under a specified amount of other indebtedness of the Company or its subsidiaries; (v) insolvency or bankruptcy-related events with respect to the Company or any of its material subsidiaries; (vi) certain undischarged judgments against the Company or any of its restricted subsidiaries; (vii) certain ERISA-related events reasonably expected to have a material adverse effect on the Company and its restricted subsidiaries taken as a whole; (viii) certain security interests or liens under the loan documents ceasing to be, or being asserted by the Company or its restricted subsidiaries not to be, in full force and effect; (ix) any loan document or material provision thereof ceasing to be, or any challenge or assertion by any Loan Party that such loan document or material provision is not, in full force and effect; and (x) the occurrence of a change of control. If one or more events of default occurs and continues beyond any applicable cure period, the administrative agent may, with the consent of the lenders holding a majority of the loans and commitments under the facilities, or will, at the request of such lenders, terminate the commitments of the lenders to make further loans and declare all of the obligations of the Loan Parties under the Credit Agreement to be immediately due and payable. The interest on the 2028 Term Loans is variable and as of December 31, 2022 , the interest rate on the 2028 Term Loans was 6.19 % and the effective interest rate was 6.42 %. The interest on the 2026 Term Loans is variable and as of December 31, 2022 , the interest rate on the 2026 Term Loans was 6.44 % and the effective interest rate was 6.72 %. As of December 31, 2022 , the fair value of the amounts outstanding under the 2028 Term Loans and the 2026 Term Loans was approximately $ 1,570.0 million and $ 417.5 million, respectively, categorized as a Level 2 instrument, as defined in Note 12. On April 25, 2022, the Company entered into two interest rate swap agreements with notional amounts totaling $ 800.0 million, effective June 24, 2022, to hedge or otherwise protect against interest rate fluctuations on a portion of its variable rate debt. Refer to Note 14 for further details. 2027 Senior Notes On July 16, 2019, HTUSA completed a private placement of $ 600.0 million aggregate principal amount of 5.5 % Senior Notes due 2027 (the “2027 Senior Notes”) to several investment banks acting as initial purchasers, who subsequently resold the 2027 Senior Notes to persons reasonably believed to be qualified institutional buyers. The Company used the net proceeds from the offering of the 2027 Senior Notes, together with approximately $ 65.0 million in cash on hand, to redeem or prepay $ 625.0 million of its outstanding debt, consisting of (i) the outstanding $ 225.0 million principal amount of its 6.625 % Senior Notes due 2023, (ii) the outstanding $ 300.0 million principal amount of its 8.750 % Senior Notes due 2024 and (iii) $ 100.0 million of the outstanding principal amount of senior secured term loans under the Credit Agreement, as well as to pay the related premiums and fees and expenses, excluding accrued interest, associated with such redemption and prepayment. The 2027 Senior Notes are HTUSA’s general unsecured senior obligations, rank equally in right of payment with all existing and future senior debt of HTUSA and rank senior in right of payment to any existing and future subordinated debt of HTUSA. The 2027 Senior Notes are effectively subordinate to all of the existing and future secured debt of HTUSA to the extent of the value of the collateral securing such debt. The 2027 Senior Notes are unconditionally guaranteed on a senior basis by the Company and all of the Company’s restricted subsidiaries, other than HTUSA and certain immaterial subsidiaries, that guarantee the Credit Agreement. The guarantees are each guarantor’s senior unsecured obligations and rank equally in right of payment with such guarantor’s existing and future senior debt and senior in right of payment to any existing and future subordinated debt of such guarantor. The guarantees are effectively subordinated to all of the existing and future secured debt of each guarantor, including such guarantor’s guarantee under the Credit Agreement, to the extent of the value of the collateral securing such debt. The guarantees of a guarantor may be released under certain circumstances. The 2027 Senior Notes are structurally subordinated to all of the liabilities of the Company’s subsidiaries that do not guarantee the 2027 Senior Notes. The 2027 Senior Notes accrue interest at an annual rate of 5.5 % payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2020. The 2027 Senior Notes will mature on August 1, 2027 , unless earlier exchanged, repurchased or redeemed. Some or all of the 2027 Senior Notes may be redeemed at any time at specified redemption prices, plus accrued and unpaid interest to the redemption date. In addition, the 2027 Senior Notes may be redeemed in whole but not in part at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, if on the next date on which any amount would be payable in respect of the 2027 Senior Notes, HTUSA or any guarantor is or would be required to pay additional amounts as a result of certain tax related events. If the Company undergoes a change of control, HTUSA will be required to make an offer to purchase all of the 2027 Senior Notes at a price in cash equal to 101 % of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the repurchase date, subject to certain exceptions. If the Company or certain of its subsidiaries engages in certain asset sales, HTUSA will be required under certain circumstances to make an offer to purchase the 2027 Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date . The indenture governing the 2027 Senior Notes contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments, incur additional debt and issue certain preferred stock, incur liens on assets, engage in certain asset sales, merge, consolidate with or merge or sell all or substantially all of their assets, enter into transactions with affiliates, designate subsidiaries as unrestricted subsidiaries, and allow to exist certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments to the Company. Certain of the covenants will be suspended during any period in which the 2027 Senior Notes receive investment grade ratings. The indenture governing the 2027 Senior Notes also includes customary events of default. As of December 31, 2022 , the interest rate on the 2027 Senior Notes was 5.50 % and the effective interest rate was 5.76 %. As of December 31, 2022 , the fair value of the 2027 Senior Notes was approximately $ 616.5 million, categorized as a Level 2 instrument, as defined in Note 12. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | NOTE 14 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Interest rate risk The Company is a party to interest rate swap agreements designated as cash flow hedges with notional amounts totaling $ 800.0 million as of December 31, 2022, which effectively fix LIBOR at approximately 2.8 % through December 24, 2026. These agreements were designated as cash flow hedges on the exposure of the variability of future cash flows subject to the variable monthly interest rates on $ 800.0 million of the Company’s 2028 Term Loans and the 2026 Term Loans. The change in fair value is recorded as part of other comprehensive income (loss). Interest expense, net is adjusted to include the payments made or received under the swap agreements. Foreign currency risk The Company also enters into foreign currency forward contracts with durations of one month or less to mitigate the foreign currency risk related to certain balance sheet positions. The Company has not elected hedge accounting for these transactions and they are recorded at fair value. As of December 31, 2022 , the Company had outstanding foreign currency forward contracts to sell $ 10.6 million and purchase € 5.0 million and CHF 5.0 million, all of which had settlement dates of less than one month . No amounts are excluded from the assessment of effectiveness for cash flow hedges. Refer to Note 12 for further details on the valuation methodologies for the Company’s derivative instruments. The Company did not enter into any material derivative instruments during the years ended December 31, 2021 and 2020. The following table summarizes the amounts and locations of the Company’s derivative instruments on the consolidated balance sheet as of December 31, 2022 (in thousands): Fair value - Fair value - Balance sheet location December 31, 2022 Balance sheet location December 31, 2022 Interest rate swap contracts Designated as cash flow hedges Prepaid expenses and other current assets $ 15,520 Accrued expenses and other current liabilities $ — Designated as cash flow hedges Other long-term assets 14,828 Other long-term liabilities — Foreign currency forward contracts Not designated as hedges Prepaid expenses and other current assets 181 Accrued expenses and other current liabilities — Total derivatives $ 30,529 $ — While foreign currency forward contracts are subject to a master netting arrangement, the Company does no t offset derivative assets and liabilities within the consolidated balance sheet. The following table summarizes the pre-tax amount and locations of derivative instrument net gains (losses) recognized in the consolidated statement of comprehensive income for the year ended December 31, 2022 (in thousands): Location For the year ended Interest rate swap contracts designated as cash flow hedges Interest expense, net $ 250 Foreign currency forward contracts not designated as cash flow hedges Foreign exchange loss ( 9,196 ) The following table presents the pre-tax amounts of gains from derivative instruments recognized in other comprehensive income (loss) for the year ended December 31, 2022 (in thousands): For the year ended Interest rate swap contracts designated as cash flow hedges $ 30,348 Assuming market rates remain constant through contract maturities, the Company expects to reclassify pre-tax net gains of $ 15.5 million into interest expense, net for interest rate swap cash flow hedges within the next 12 months . The cash flow effects of the Company’s derivative contracts in the consolidated statement of cash flows are included in operating activities. |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease Obligations | NOTE 15 – LEASE OBLIGATIONS As of December 31, 2022, the Company had the following office space lease agreements in place for real properties: Location Approximate Square Feet Lease Expiry Date Dublin, Ireland 80,000 July 1, 2032 to May 4, 2041 Lake Forest, Illinois 160,000 March 31, 2031 South San Francisco, California 40,000 December 31, 2031 Rockville, Maryland 42,000 August 31, 2024 to May 31, 2026 Chicago, Illinois 9,200 December 31, 2028 Washington, D.C. 6,000 September 30, 2024 Mannheim, Germany 4,800 December 31, 2023 The above table does not include details of an agreement to lease entered into in November 2021 relating to approximately 192,000 square feet of office and laboratory space under construction in Rockville, Maryland. Lease commencement will begin when construction of the building is completed by the lessor and the Company has access to begin the construction of leasehold improvements. The Company expects to receive access to the office and laboratory space and commence the related lease in the second half of 2023 and incur leasehold improvement costs through 2024 and first half of 2025 in order to prepare the building for occupancy. As of December 31, 2022 and 2021 , the Company had right-of-use lease assets included in other long-term assets of $ 99.5 million and $ 75.7 million, respectively; current lease liabilities included in accrued expenses and other current liabilities of $ 7.8 million and $ 3.6 million, respectively; and non-current lease liabilities included in other long-term liabilities of $ 114.3 million and $ 93.8 million, respectively, in its consolidated balance sheets. In February 2021, the Company vacated the Lake Forest leased office building. As a result of the Company vacating the Lake Forest office, the Company recorded an impairment charge of $ 12.4 million during the year ended December 31, 2021, using an income approach based on market prices for similar properties provided by a third-party. This charge was reported within impairment of long-lived asset in the consolidated statement of comprehensive income. In January 2022 , the Company entered a sublease agreement for the entire Lake Forest office building for the remaining term of the original lease through March 31, 2031 . The Company recognizes rent expense on a monthly basis over the lease term based on a straight-line method. Rent expense was $ 12.6 million and $ 9.6 million for the years ended December 31, 2022 and 2021, respectively. The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities recorded on the Company’s consolidated balance sheet as of December 31, 2022 (in thousands): 2023 $ 13,066 2024 14,107 2025 13,581 2026 13,210 2027 13,368 Thereafter 90,210 Total lease payments 157,542 Imputed interest ( 35,459 ) Total lease liabilities $ 122,083 The weighted-average discount rate and remaining lease term for leases as of December 31, 2022 was 4.40 % and 13.31 years, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 16 – COMMITMENTS AND CONTINGENCIES Purchase Commitments Under the Company’s supply agreement with AGC Biologics A/S (formerly known as CMC Biologics A/S) (“AGC Biologics”), the Company has agreed to purchase certain minimum annual order quantities of TEPEZZA drug substance. In addition, the Company must provide AGC Biologics with rolling forecasts of TEPEZZA drug substance requirements, with a portion of the forecast being a firm and binding order. At December 31, 2022, the Company had binding purchase commitments with AGC Biologics for TEPEZZA drug substance of € 72.8 million ($ 77.6 million converted at a Euro-to-Dollar exchange rate as of December 31, 2022 of 1.0660 ), to be delivered through December 2024. Under the Company’s supply agreement with Catalent Indiana, LLC (“Catalent”), the Company must provide Catalent with rolling forecasts of TEPEZZA drug product requirements, with a portion of the forecast being a firm and binding order. At December 31, 2022, the Company had binding purchase commitments with Catalent for TEPEZZA drug product of $ 6.0 million, to be delivered through June 2024. The Company received FDA approval in December 2021 for a second drug product manufacturer, Patheon. Under the Company’s supply agreement with Patheon, the Company must provide Patheon with rolling forecasts of TEPEZZA drug product requirements, with a portion of the forecast being a firm and binding order. As of December 31, 2022, the Company had binding purchase commitments with Patheon for TEPEZZA drug product of € 7.0 million ($ 7.4 million converted at an exchange rate as of December 31, 2022 of 1.0660 ), to be delivered through June 2024. Under the Company’s agreement with Bio-Technology General (Israel) Ltd (“BTG Israel”), the Company has agreed to purchase certain minimum annual order quantities and is obligated to purchase at least 80 % of its annual worldwide bulk product requirements for KRYSTEXXA from BTG Israel. Under the agreement, if the manufacture of the bulk product is moved out of Israel, the Company may be required to obtain the approval of the Israel Innovation Authority (formerly known as Israeli Office of the Chief Scientist) (“IIA”) because certain KRYSTEXXA intellectual property was initially developed with a grant funded by the IIA. The Company issues eighteen-month forecasts of the volume of KRYSTEXXA that the Company expects to order. The first nine months of each forecast is considered a binding firm order. As of December 31, 2022, the Company had a total purchase commitment, including the minimum annual order quantities and binding firm orders, with BTG Israel for KRYSTEXXA of $3 1.8 million, to be delivered through December 2026. Under an agreement with Boehringer Ingelheim Biopharmaceuticals GmbH (“Boehringer Ingelheim Biopharmaceuticals”), Boehringer Ingelheim Biopharmaceuticals is required to manufacture and supply ACTIMMUNE to the Company. The Company is required to purchase minimum quantities of finished medicine during the term of the agreement, which term extends to at least September 30, 2024. As of December 31, 2022, the minimum purchase commitment to Boehringer Ingelheim Biopharmaceuticals was € 5.9 million ($ 6.3 million converted using a Euro-to-Dollar exchange rate of 1.0660 as of December 31, 2022) through September 2024. Excluding the above, additional purchase orders and other commitments relating to the manufacture of PROCYSBI, RAVICTI, UPLIZNA, BUPHENYL, QUINSAIR, RAYOS and VIMOVO of $ 17.4 million were outstanding at December 31, 2022. Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, the Company from time to time has billing disputes with vendors in which amounts invoiced are not in accordance with the terms of their contracts. Disclosure of ongoing matters is considered at the time of each filing and matters may be removed if the statute of limitations has lapsed or circumstances have changed that reduce the risk of exposure. On August 3, 2022, the Company received a civil investigative demand from the United States Department of Justice (“DOJ”) pursuant to the Federal False Claims Act regarding an investigation concerning potentially false information in prior authorization forms. A prior authorization form is a managed care practice whereby the payer (either a commercial insurer or a government health program) requires that the prescribing physician provide additional justification or information supporting the physician’s decision to prescribe a particular medicine. The civil investigative demand requests certain documents and information related to DUEXIS, PENNSAID 2%, VIMOVO and RAYOS. The Company is cooperating with the investigation and the DOJ has not indicated to the Company whether it believes the Company engaged in any wrongdoing or if the Company is the subject of the investigation. While the Company is not aware of any fraudulent scheme to provide false information in prior authorization forms for its medicines that resulted in improper payments from government healthcare programs, no assurance can be given as to the timing or outcome of the DOJ’s investigation, or that it will not result in a material adverse effect on the Company’s business. In the third and fourth quarter of 2022, the Company was served with several complaints from plaintiffs alleging to have taken TEPEZZA and suffered hearing impairments. Although hearing impairment, including deafness, was identified as a potential adverse event in the pivotal clinical trials for TEPEZZA, addressed at the FDA advisory committee meeting that considered the safety and efficacy of TEPEZZA, and listed as a potential adverse event in the FDA-approved TEPEZZA product label, the plaintiffs allege that the Company failed to adequately inform them about the risk of hearing impairment before taking the medicine. The Company intends to vigorously defend itself in the lawsuits and maintains insurance coverage for product liability claims. Nevertheless, no assurance can be given as to the outcome of the litigation, whether additional similar lawsuits will be initiated or whether the Company’s insurance coverage will be adequate to cover the costs of the litigation or any resulting settlements or judgments. Royalty and Milestone Agreements TEPEZZA River Vision Acquisition Agreement and S.R. One/Lundbeckfond Agreements Under the acquisition agreement for River Vision in May 2017, the Company agreed to pay up to $ 325.0 million upon the attainment of various milestones, composed of $ 100.0 million related to FDA approval and $ 225.0 million related to net sales thresholds for TEPEZZA. The agreement also included a royalty payment of 3 % of the portion of annual worldwide net sales exceeding $ 300.0 million. S.R. One and Lundbeckfond, as two of the former River Vision stockholders, both held rights to receive approximately 35.66 % of any future TEPEZZA payments. As a result of the Company’s agreements with S.R. One and Lundbeckfond in April 2020, the Company’s remaining net obligations to make payments for TEPEZZA sales milestones and royalties to the former stockholders of River Vision was reduced by approximately 70.25 %, after including payments to a third party. This resulted in milestone payments of $ 67.0 million to the other former River Vision stockholders during the year ended December 31, 2021. There are no further TEPEZZA net sales milestone obligations remaining to the former River Vision stockholders. In addition, as a result of the S.R. One and Lundbeckfond agreements, annual earnout payments of 0.893 % are due on the portion of annual worldwide net sales exceeding $ 300.0 million. Roche License Agreement Under the Company’s license agreement with Roche, the Company is required to pay Roche up to CHF 103.0 million upon the attainment of various development, regulatory and sales milestones for TEPEZZA. The Company made a milestone payment of CHF 5.0 million ($ 5.2 million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.0382 ) related to FDA approval during the first quarter of 2020. The agreement with Roche also includes tiered royalties on annual worldwide net sales between 9 % and 12 %. During the year ended December 31, 2021, the Company made a milestone payment of CHF 50.0 million ($ 56.1 million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.1228 ) in relation to the attainment of TEPEZZA net sales milestones. The Company’s remaining obligation to Roche relating to the attainment of various TEPEZZA development and regulatory milestones is CHF 43.0 million ($ 46.5 million when converted using a CHF-to-Dollar exchange rate at December 31, 2022 of 1.0823 ). KRYSTEXXA Under the terms of a license agreement with Duke University (“Duke”) and Mountain View Pharmaceuticals, Inc. (“MVP”), the Company is obligated to pay Duke a mid-single-digit royalty on its global net sales of KRYSTEXXA and a royalty of between 5 % and 15 % on any global sublicense revenue. The Company is also obligated to pay MVP a mid-single-digit royalty on its net sales of KRYSTEXXA outside of the United States and a royalty of between 5 % and 15 % on any sublicense revenue outside of the United States. RAVICTI Under the terms of an asset purchase agreement with Bausch Health Companies Inc. (formerly Ucyclyd Pharma, Inc.) (“Bausch”), the Company is obligated to pay to Bausch mid-single-digit royalties on its global net sales of RAVICTI. Under the terms of a license agreement with Saul W. Brusilow, M.D. and Brusilow Enterprises, Inc. (“Brusilow”), the Company is obligated to pay low single-digit royalties to Brusilow on net sales of RAVICTI that are covered by a valid claim of a licensed patent. PROCYSBI Under the terms of an amended and restated license agreement with The Regents of the University of California, San Diego (“UCSD”), as amended, the Company is obligated to pay to UCSD tiered low to mid-single-digit royalties on its net sales of PROCYSBI, including a minimum annual royalty in an amount less than $ 0.1 million. The Company must also pay UCSD a percentage in the mid-teens of any fees it receives from its sublicensees under the agreement that are not earned royalties. The Company may also be obligated to pay UCSD aggregate developmental milestone payments of $ 0.3 million and aggregate regulatory milestone payments of $ 1.8 million for each orphan indication, and aggregate developmental milestone payments of $ 0.8 million and aggregate regulatory milestone payments of $ 3.5 million for each non-orphan indication. UPLIZNA Following the acquisition of Viela on March 15, 2021, the Company is party to a number of third-party license agreements. Under these license agreements, the Company is obligated to pay up to a total of $ 30.0 million in milestone payments subject to UPLIZNA net sales exceeding $ 500.0 million. In addition, the Company is required to pay mid-single-digit royalties on annual worldwide net sales of UPLIZNA. ACTIMMUNE Under an amended license agreement, with the original developer of ACTIMMUNE, the Company is obligated to pay a low single digit royalty on its annual net sales of ACTIMMUNE. In addition, under the terms of an assignment and option agreement with a separate third-party, the Company is obligated to pay low single-digit royalties on the Company’s net sales of ACTIMMUNE in the United States. RAYOS and LODOTRA Effective January 1, 2019, the Company was obligated to pay Vectura a mid-teens percentage royalty on its RAYOS net sales in North America, subject to a minimum royalty of $ 8.0 million per year, which minimum royalty requirement expired on December 31, 2022 . In addition, under the amendments, the Company ceased recording LODOTRA revenue and is no longer required to pay a royalty in respect of LODOTRA. For all of the royalty agreements entered into by the Company, a total royalty and earnout expense of $ 338.5 million, $ 289.7 million and $ 169.3 million was recorded in cost of goods sold in the consolidated statements of comprehensive income during the years ended December 31, 2022, 2021 and 2020, respectively. Other Agreements Xeris Pharmaceuticals, Inc. On November 22, 2022, the Company entered into a research collaboration and option agreement with Xeris under which Xeris is obligated to use its proprietary formulation technology platform, XeriJect, to conduct a research program to develop an ultra-concentrated, ready-to-use, subcutaneous injection of TEPEZZA. The Company received an option to obtain a commercial license for any reformulated product developed under the research program. An upfront payment of $ 2.75 million was paid during the year ended December 31, 2022. In addition, Xeris is entitled to receive a milestone payment of $ 6.0 million upon the earlier of either (i) the exercise of the Company’s option or (ii) the achievement of the minimally acceptable target product profile by a reformulated product generated through the research program. If the Company exercises its option to continue development of and commercialize the reformulated product, Xeris may also be entitled to receive additional development and regulatory milestones and royalties on future sales. Refer to Note 4 for further details. Q32 Bio Inc. On August 12, 2022, the Company entered into a collaboration and option agreement with Q32 related to its pipeline candidate ADX-914, a monoclonal antibody antagonist of the interleukin-7 receptor for the treatment of autoimmune and inflammatory diseases. An upfront payment of $ 15.0 million and milestone-based development funding of $ 17.5 million were paid during the year ended December 31, 2022. The Company may also be obligated to pay up to $ 22.5 million in the form of additional milestone-based development funding. If the Company exercises the option, it may be obligated to make up to an additional $ 645.0 million in closing and milestone payments, as well as tiered royalties on net sales from a high single-digit to a low double-digit percentage, inclusive of certain amounts payable to a third party under a pre-existing license agreement. Refer to Note 4 for further details. Alpine Immune Science, Inc. On December 15, 2021, the Company entered into an exclusive license agreement with Alpine for the development and commercialization of up to four preclinical candidates generated from Alpine’s unique discovery platform. In connection with the execution of the license agreement, the Company entered into a stock purchase agreement with Alpine to purchase a minority stake of 951,980 shares of Alpine’s common stock in a private placement. Under the terms of the agreements, the Company paid Alpine $ 15.0 million in the fourth quarter of 2021 and paid $ 25.0 million in the first quarter of 2022. In addition, Alpine is eligible to receive up to $ 381.0 million per program, or approximately $ 1.52 billion in total, in future success-based payments related to development, regulatory and commercial milestones. Additionally, Alpine is eligible to receive tiered royalties from a mid-single-digit percentage to a low double-digit percentage on worldwide net sales of licensed medicines. Alpine is required to advance candidate molecules to pre-defined preclinical milestones, and the Company will be responsible for the costs. The Company will then be required to assume responsibility for development and commercialization activities and costs. Refer to Note 4 for further details. Arrowhead Pharmaceuticals, Inc. On June 18, 2021, the Company entered into a global agreement with Arrowhead for HZN-457, a discovery-stage investigational RNAi therapeutic being developed by Arrowhead as a potential treatment for uncontrolled gout. Arrowhead granted the Company a worldwide exclusive license to develop, manufacture and commercialize medicines based on the RNAi therapeutic. Arrowhead is required to use commercially reasonable efforts to conduct research and preclinical development activities for the RNAi therapeutic products. The Company must use commercially reasonable efforts in, and will be responsible for, clinical development and commercialization of the RNAi therapeutic products. Under the terms of the agreement, the Company paid Arrowhead an upfront cash payment of $ 40.0 million in July 2021 and agreed to pay additional potential future milestone payments of up to $ 660.0 million contingent on the achievement of certain development, regulatory and commercial milestones, and low to mid-teens royalties on worldwide calendar year net sales of licensed medicines. In addition, a $ 15.0 million development milestone was recognized in the fourth quarter of 2022. Refer to Note 4 for further details. Halozyme Therapeutics, Inc. On November 21, 2020, the Company entered into a global agreement with Halozyme that gives the Company exclusive access to Halozyme’s ENHANZE drug delivery technology for SC formulation of medicines targeting IGF-1R. The Company is exploring ENHANZE to develop a SC formulation of TEPEZZA. Under the terms of the agreement, the Company paid Halozyme an upfront cash payment of $ 30.0 million in December 2020 and agreed to pay additional potential future milestone payments of up to $ 160.0 million contingent on the satisfaction of certain development and sales thresholds. The upfront payment was paid in December 2020. Curzion Pharmaceuticals, Inc. On April 1, 2020, the Company acquired Curzion for an upfront cash payment of $ 45.0 million with additional payments of up to $ 15.0 million contingent on the achievement of certain development and regulatory milestones. Under separate agreements with two additional parties, the Company is also required to make contingent payments upon the achievement of certain development and regulatory milestones and certain net sales thresholds. These separate agreements also include mid to high-single-digit royalty payments based on the portion of annual worldwide net sales. Venture capital funds The Company is committed to invest as a strategic limited partner in four venture capital funds: Forbion Growth Opportunities Fund I C.V., Forbion Capital Fund V C.V., Aisling Capital V, L.P. and RiverVest Venture Fund V, L.P. As of December 31, 2022 , the total carrying amount of the Company’s investments in these funds was $ 27.0 million, which is included in other long-term assets in the consolidated balance sheet, and includes $ 2.0 million in net cash payments for investments made during the year ended December 31, 2022. As of December 31, 2022 , the Company’s total future commitments to these funds are $ 36.2 million. The Company recorded investment income under the equity method of $ 2.0 million during the year ended December 31, 2022, and a loss $ 0.7 million during the year ended December 31, 2021, in the other (expense) income, net line item of the Company’s consolidated statement of comprehensive income related to these funds. Non-cancellable advertising commitments As of December 31, 2022 , the Company had $ 71.3 million of non-cancellable advertising commitments due within one year, primarily related to its U.S. commercial business. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. The Company may record charges in the future as a result of these indemnification obligations. In accordance with its memorandum and articles of association, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. Additionally, the Company has entered into, and intends to continue to enter into, separate indemnification agreements with its directors and executive officers. These agreements, among other things, require the Company to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers, or any of the Company’s subsidiaries or any other company or enterprise to which the person provides services at the Company’s request. The Company also has a director and officer insurance policy that enables it to recover a portion of any amounts paid for current and future potential claims. The Company also has indemnification obligations to the former officers and directors of Viela for certain events or occurrences related to their former roles at Viela, subject to certain limits. Several individual directors and officers of Viela were named as defendants in a lawsuit, Sciannella v. Astrazeneca UK Limited et.al ., Case No. 2023-0125, filed in the Court of Chancery of the State of Delaware, which alleges various breaches of fiduciary duties in connection with Viela’s decision to be acquired by the Company. The Company has a director and officer insurance policy that enables it to recover a portion of certain amounts that may be paid by (and for which the Company may be obligated to indemnity) the former Viela officers and directors as a result of the lawsuit. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 17 - LEGAL PROCEEDINGS PENNSAID 2% On May 6, 2022, Apotex received FDA approval to market a generic diclofenac sodium topical solution 2% (“Apotex ANDA Product”), following the apparent forfeiture by Actavis Laboratories UT, Inc. (“Actavis”) of its first-filer exclusivity. On May 13, 2022, the Company filed a complaint against Apotex asserting that the manufacture, use, offer for sale, or sale of the Apotex ANDA Product would infringe U.S. Patent No. 9,066,913 (the “‘913 patent”) in the United States District Court for the District of Delaware. The Company previously successfully enforced the ‘913 patent against Actavis in the District of New Jersey and the Federal Circuit subsequently affirmed the District Court’s ruling. The Company purchased PENNSAID 2% from Nuvo Pharmaceuticals Inc. (“Nuvo”) in 2014. Apotex alleges that a settlement agreement entered into in January 2013 with Nuvo (“Nuvo Settlement”) provides it with a license to the ‘913 patent. The Company disputes the scope of Apotex’s settlement and license with Nuvo, contending that it does not provide Apotex with a license to the ‘913 patent, which was issued to the Company after the Company’s purchase of PENNSAID 2% from Nuvo. On May 17, 2022, the Company moved for a preliminary injunction enjoining Apotex from engaging in the commercial manufacture, use, offer to sell, or sale of the Apotex ANDA Product. On May 27, 2022, the parties filed a stipulated preliminary injunction and a proposed expedited briefing schedule to present the underlying license dispute to the District Court by way of a motion for summary judgment, which the District Court entered on May 31, 2022. On August 23, 2022, the District Court held a hearing on the motion for summary judgment and the parties subsequently provided supplemental briefing on certain legal matters requested by the District Court. On November 7, 2022, the District Court ruled in Apotex’s favor, finding that the Nuvo Settlement provided Apotex a license to the ‘913 patent and that Apotex’s ANDA Product consequently does not infringe the ‘913 patent. Apotex subsequently alleged that the preliminary injunction was wrongfully entered and caused Apotex to suffer monetary losses. Apotex is also seeking an award of its attorney fees. The Company disputes Apotex’s allegations that it incurred monetary losses or that it is entitled to an award of attorney fees. The parties are currently briefing these issues to the District Court. PROCYSBI On February 2, 2022 and February 16, 2022, the Company received notice from Teva Pharmaceuticals, Inc. (“Teva”) that it had filed Abbreviated New Drug Applications (“ANDA”) with the FDA seeking approval of generic versions of PROCYSBI granules and capsules, respectively. The ANDAs contained Paragraph IV Patent Certifications alleging that the patents covering PROCYSBI granules and capsules are invalid and/or will not be infringed by Teva’s manufacture, use or sale of the medicines for which the ANDAs were submitted. On March 15, 2022, the Company filed suit against Teva in the United States District Court for the District of New Jersey for patent infringement, seeking to prevent Teva from selling its generic versions of PROCYSBI granules and capsules. RAVICTI On June 7, 2022, the Company received notice from Taro Pharmaceuticals Industries, Ltd. (“Taro”) that it had filed an ANDA with the FDA seeking approval of a generic version of RAVICTI. The ANDA contained Paragraph IV Patent Certification alleging that the patents covering RAVICTI are invalid and/or will not be infringed by Taro’s manufacture, use or sale of the medicine for which the ANDA was submitted. On July 20, 2022, the Company filed suit against Taro in the United States District Court for the District of New Jersey for patent infringement, seeking to prevent Taro from selling its generic version of RAVICTI. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 18 – SHAREHOLDERS’ EQUITY In September 2022, the Company’s board of directors authorized a share repurchase program pursuant to which the Company may repurchase up to $ 500.0 million of its ordinary shares. Under the program, the Company may repurchase ordinary shares from time to time on the open market or through privately negotiated transactions or structured repurchase transactions. During the year ended December 31, 2022, the Company executed open market share repurchases of 3.9 million ordinary shares under this repurchase program for total consideration of $ 250.0 million. All ordinary shares repurchased were subsequently retired. The timing and amount of future repurchases, if any, will depend on a variety of factors, including the price of the Company’s ordinary shares, alternative investment opportunities, the Company’s cash resources, restrictions under the Company’s debt agreements and the transaction agreement with Amgen, corporate and regulatory requirements and market conditions. The Company expects that any future repurchases of its ordinary shares under the program would be funded with existing cash and cash equivalents. During the year ended December 31, 2022 , the Company issued an aggregate of 3.8 million ordinary shares in connection with stock option exercises, the vesting of restricted stock units and performance stock units, and employee share purchase plan purchases. The Company received a total of $ 55.4 million in net proceeds in connection with such issuances. During the year ended December 31, 2022 , the Company made payments of $ 137.2 million for employee withholding taxes relating to share-based awards. During the year ended December 31, 2021 , the Company issued an aggregate of 6.0 million ordinary shares in connection with stock option exercises, the vesting of restricted stock units and performance stock units, and employee share purchase plan purchases. The Company received a total of $ 73.1 million in net proceeds in connection with such issuances. During the year ended December 31, 2021 , the Company made payments of $ 166.0 million for employee withholding taxes relating to share-based awards. |
Share-Based and Long-Term Incen
Share-Based and Long-Term Incentive Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based and Long-Term Incentive Plans | NOTE 19 – SHARE-BASED AND LONG-TERM INCENTIVE PLANS Employee Share Purchase Plan 2020 Employee Share Purchase Plan . On February 19, 2020, the Compensation Committee adopted, subject to shareholder approval, the 2020 Employee Share Purchase Plan (“2020 ESPP”), as successor to and continuation of the 2014 Employee Share Purchase Plan (the “2014 ESPP”), including increasing the number of ordinary shares available for issuance to the Company’s employees pursuant to the exercise of purchase rights under the Company’s purchase plans by an additional 2,500,000 ordinary shares. On April 30, 2020, the shareholders of the Company approved the 2020 ESPP. As of December 31, 2022 , an aggregate of 2,046,575 ordinary shares were authorized and available for future issuance under the 2020 ESPP. The 2014 ESPP terminated following its final purchase date in June 2021. The unpurchased shares that remained subject to the share reserve of the 2014 ESPP following its final purchase date were added to the 2,500,000 ordinary shares initially approved for the 2020 ESPP’s share reserve and are available for future issuance pursuant to purchase rights granted under the 2020 ESPP. Share-Based Compensation Plans 2011 Equity Incentive Plan . Upon the effectiveness of the Horizon Therapeutics Public Limited Company Amended and Restated 2014 Equity Incentive Plan (the “2014 EIP”), no additional stock awards were or will be made under the 2011 Equity Incentive Plan (the “2011 EIP”), although all outstanding stock awards granted under the 2011 EIP continue to be governed by the terms of the 2011 EIP. Amended and Restated 2014 Equity Incentive Plan and 2014 Non-Employee Equity Plan . On May 17, 2014, HPI’s board of directors adopted the 2014 EIP and the Horizon Therapeutics Public Limited Company 2014 Non-Employee Equity Plan (the “2014 Non-Employee Equity Plan”). At the Special Meeting, HPI’s stockholders approved the 2014 EIP and 2014 Non-Employee Equity Plan, which serve as successors to the 2011 EIP. Upon the effectiveness of the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan (the “2020 EIP”), no additional stock awards were or will be made under the 2014 EIP, although all outstanding stock awards granted under the 2014 EIP continue to be governed by the terms of the 2014 EIP. The 2014 Non-Employee Equity Plan provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other forms of stock awards that may be settled in cash, shares or other property to the non-employee directors and consultants of the Company (or a subsidiary company). The Company’s board of directors has authority to suspend or terminate the 2014 Non-Employee Equity Plan at any time. On February 20, 2019, the Compensation Committee approved, subject to shareholder approval, an amendment to the 2014 Non-Employee Equity Plan, increasing the number of ordinary shares that may be issued under the 2014 Non-Employee Equity Plan by 750,000 ordinary shares, subject to adjustment for certain changes in the Company’s capitalization. On May 2, 2019, the shareholders of the Company approved such amendment to the 2014 Non-Employee Equity Plan. Amended and Restated 2020 Equity Incentive Plan. On February 19, 2020, the Compensation Committee adopted, subject to shareholder approval, the 2020 EIP, as successor to and continuation of the 2014 EIP, including increasing the number of ordinary shares available for the grant of equity awards to the Company’s employees by an additional 6,900,000 shares. On April 30, 2020, the shareholders of the Company approved the 2020 EIP. On February 17, 2021, the Compensation Committee approved amending the 2020 EIP, subject to shareholder approval, including increasing the number of ordinary shares available for the grant of equity awards to the Company’s employees by an additional 7,000,000 shares. On April 29, 2021, the shareholders of the Company approved the amendment to the 2020 EIP. On February 23, 2022, the Compensation Committee approved further amending the 2020 EIP, subject to shareholder approval, to increase the aggregate number of ordinary shares available for the grant of equity awards to the Company’s employees by an additional 4,800,000 shares. On April 28, 2022, the shareholders of the Company approved the amendment to the 2020 EIP. Amended and Restated 2018 Equity Incentive Plan. In connection with the Viela acquisition on March 15, 2021, the Company assumed the Viela Bio Amended and Restated 2018 Equity Incentive Plan (“Viela 2018 EIP”). The Viela 2018 EIP was subsequently renamed the Horizon Therapeutics Public Limited Company Amended and Restated 2018 Equity Incentive Plan (“2018 EIP”) on April 28, 2021. The maximum aggregate number of ordinary shares that may be issued under the 2018 EIP following March 15, 2021 (the “Plan Assumption Date”) is 3,677,603 ordinary shares, which is the sum of the 1,318,053 ordinary shares subject to outstanding awards assumed by the Company on the Plan Assumption Date, and the 2,359,550 ordinary shares available for grant under the plan’s unused reserve as of the Plan Assumption Date. As of December 31, 2022, an aggregate of 18,974,953 ordinary shares were authorized and available for future grants under the 2020 EIP, an aggregate of 483,069 ordinary shares were authorized and available for future grants under the 2014 Non-Employee Equity Plan and an aggregate of 1,650,775 ordinary shares were authorized and available for future grants under the 2018 EIP. Stock Options There were no stock option grants in 2022 and 2021 ; however, the Company assumed 1.3 million outstanding employee and director stock options as a result of the Viela acquisition on March 15, 2021. The estimated fair value of the converted stock options was determined using a Hull-White model in a binomial lattice option pricing framework with the following weighted average assumptions: Stock price (closing stock price on March 14, 2021) $ 91.78 Weighted average fair value of converted stock options $ 26.05 to $ 87.84 Risk-free interest rate 0.04 % to 1.62 % Expected stock price volatility 50.06 % to 65.18 % Dividend yield — Term to expiration 0.25 years to 9.75 years The following table summarizes stock option activity during the year ended December 31, 2022: Weighted Average Weighted Contractual Term Aggregate Average Remaining Intrinsic Value Options Exercise Price (in years) (in thousands) Outstanding as of December 31, 2021 6,209,583 $ 23.91 3.95 $ 520,651 Exercised ( 1,328,694 ) 22.42 — — Forfeited ( 43,690 ) 53.90 — — Expired ( 6,967 ) 30.81 — — Outstanding as of December 31, 2022 4,830,232 24.04 2.91 $ 433,552 Exercisable as of December 31, 2022 4,709,528 $ 23.31 2.80 $ 426,145 Stock options typically have a contractual term of ten years from grant date. The following table summarizes the Company’s outstanding stock options at December 31, 2022: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Average Weighted Remaining Average Remaining Number of options Average Contractual Number Exercise Contractual Exercise Price Ranges outstanding Exercise Price Term (in years) Exercisable Price Term (in years) $ 2.01 - $ 4.00 2,350 $ 3.74 0.85 2,350 $ 3.74 0.85 $ 4.01 - $ 8.00 44,210 4.83 4.42 44,210 4.83 4.42 $ 8.01 - $ 12.00 33,711 8.78 2.23 32,141 8.79 2.04 $ 12.01 - $ 17.00 819,991 14.27 3.84 805,871 14.25 3.79 $ 17.01 - $ 22.00 467,094 17.98 3.56 467,094 17.98 3.56 $ 22.01 - $ 28.00 1,565,300 22.30 2.33 1,548,379 22.26 2.29 $ 28.01 - $ 36.00 1,719,794 28.60 2.35 1,719,794 28.60 2.35 $ 42.01 - $ 81.00 177,782 64.19 7.10 89,689 64.19 6.95 4,830,232 $ 24.04 2.91 4,709,528 $ 23.31 2.80 The total intrinsic value of the options exercised during the years ended December 31, 2022, 2021 and 2020 was $ 102.9 million, $ 160.1 million and $ 79.8 million, respectively. The total fair value of stock options vested during the years ended December 31, 2022, 2021 and 2020 was $ 14.5 million, $ 51.4 million and $ 3.5 million, respectively. Restricted Stock Units The following table summarizes restricted stock unit activity for the year ended December 31, 2022: Weighted Average Number of Grant-Date Fair Units Value Per Unit Outstanding as of December 31, 2021 4,412,681 $ 52.67 Granted 2,034,407 97.91 Vested ( 2,487,884 ) 45.08 Forfeited ( 492,932 ) 79.93 Outstanding as of December 31, 2022 3,466,272 $ 80.84 The grant-date fair value of restricted stock units is the closing price of the Company’s ordinary shares on the date of grant. During the years ended December 31, 2022, 2021 and 2020 , the Company granted 2,034,407 , 2,211,264 and 2,781,080 restricted stock units to acquire the Company’s ordinary shares to its employees and non-executive directors, respectively, with a weighted average grant date fair value of $ 97.91 , $ 78.35 and $ 39.01 , respectively. The restricted stock units vest annually, with a vesting period ranging from one to three years . The Company accounts for the restricted stock units as equity-settled awards in accordance with ASU No. 2017-09. The total fair value of restricted stock units vested during the years ended December 31, 2022, 2021 and 2020 was $ 112.2 million, $ 79.6 million and $ 54.6 million, respectively. Performance Stock Unit Awards The following table summarizes performance stock unit awards (“PSUs”) activity for the year ended December 31, 2022: Weighted Recorded Average Weighted Grant-Date Average Average Number Fair Value Illiquidity Fair Value of Units Per Unit Discount Per Unit Outstanding as of December 31, 2021 1,528,216 Granted 309,470 $ 138.41 4.65 % $ 131.98 Forfeited ( 53,233 ) 105.34 6.50 % 98.49 Vested ( 1,006,112 ) 35.47 6.04 % 33.32 Performance Based Adjustment (1) 455,243 49.75 7.83 % 45.85 Outstanding as of December 31, 2022 1,233,584 (1) Represents adjustment based on meeting total shareholder return (“TSR”) performance at 200 % for the PSUs that were awarded to key executive participants on January 4, 2019, meeting TSR performance at 200 % for the PSUs awarded to key executive participants on January 4, 2020 and performance criteria meeting at 200 % of R&D PSUs awarded to key executive participants on January 4, 2021. On January 4, 2022, the Company awarded PSUs to key executive participants (“2022 PSUs”). The 2022 PSUs are subject to both performance-based and service based vesting provisions. The 2022 PSUs utilize three long-term performance metrics, as follows: • 50 % of the 2022 PSUs that may vest (such portion of the PSU award, the “2022 Relative TSR PSUs”) are determined by reference to the Company’s TSR over the three-year period ending December 31, 2024, as measured relative to the TSR of each company included in the Nasdaq Biotechnology Index (“NBI”) during such three-year period. Generally, in order to vest in any portion of the 2022 Relative TSR PSUs, the participant must also remain in continuous service with the Company through the earlier of January 5, 2025 or the date immediately prior to a change in control. • 30 % of the 2022 PSUs that may vest (such portion of the PSU award, the “2022 Strategic PSUs”) are determined by reference to the Company’s achievement of certain performance objectives related to R&D and technical operations during the three-year period ending December 31, 2024. Generally, in order to vest in any portion of the 2022 Strategic PSUs, the participant must also remain in continuous service with the Company through the earlier of January 5, 2025 or the date immediately prior to a change in control. • 20 % of the 2022 PSUs that may vest (such portion of the PSU award, the “2022 Financial PSUs”) are determined by reference to the Company’s achievement of certain financial milestones. Half of the 2022 Financial PSUs that may vest will be determined by reference to the Company’s net sales of infused medicines during the two-year period from January 1, 2022 through December 31, 2023 and the other half of the 2022 Financial PSUs that may vest will be determined by reference to the Company’s internally-calculated adjusted EBITDA during the same period. Generally, in order to vest in any portion of the 2022 Financial PSUs, the participant must also remain in continuous service with the Company through the earlier of (i) January 5, 2024 (with respect to 2/3rds of the 2022 Financial PSUs) and January 5, 2025 (with respect to 1/3rd of the 2022 Financial PSUs) or (ii) the date immediately prior to a change in control. If a change in control occurs prior to the completion of the defined performance period, a portion of the 2022 PSUs will vest as measured through the date of the change in control which will be determined by the Compensation Committee. On January 4, 2021, the Company awarded PSUs to key executive participants (“2021 PSUs”). The 2021 PSUs utilize three long-term performance metrics: a component tied to relative TSR over a three-year period, a component tied to technical operations and manufacturing milestones for the Company over a three-year period, and a component tied to R&D and business development milestones for the Company over a two-year period, as follows: • 50 % of the 2021 PSUs that may vest (such portion of the PSU award, the “2021 Relative TSR PSUs”) are determined by reference to the Company’s TSR over the three-year period ending December 31, 2023, as measured relative to the TSR of each company included in the NBI during such three-year period. Generally, in order to vest in any portion of the 2021 Relative TSR PSUs, the participant must also remain in continuous service with the Company through the earlier of January 5, 2024 or the date immediately prior to a change in control. If a change in control occurs prior to December 31, 2023, a portion of the 2021 Relative TSR PSUs will vest upon the change in control based on the level of the Company’s relative TSR, as measured through the date of the change in control. • 25 % of the 2021 PSUs that may vest (such portion of the PSU award, the “2021 Tech Ops PSUs”) are determined by reference to the Company’s achievement of certain performance objectives related to technical operations and manufacturing during the three-year period ending December 31, 2023. Generally, in order to vest in any portion of the 2021 Tech Ops PSUs, the participant must also remain in continuous service with the Company through the earlier of January 5, 2024 or the date immediately prior to a change in control. • 25 % of the 2021 PSUs that may vest (such portion of the PSU award, the “2021 R&D PSUs”) are determined by reference to the Company’s achievement of certain performance objectives related to R&D and business development during the two-year period ending December 31, 2022. Generally, in order to vest in any portion of the 2021 R&D PSUs, the participant must also remain in continuous service with the Company through the earlier of (i) January 5, 2023 (with respect to 2/3rds of the 2021 R&D PSUs) and January 5, 2024 (with respect to 1/3rd of the 2021 R&D PSUs) or (ii) the date immediately prior to a change in control. During 2021, the Company’s board of directors approved modifications of certain outstanding awards of two senior executives, one of whom retired in January 2022 and the other whose employment was terminated in January 2022. The modifications provided for continued vesting of performance awards post termination of services that would have otherwise been forfeited. The modifications resulted in an incremental expense of $ 6.4 million accrued through the senior executives’ respective retirement and termination dates. On January 3, 2020, the Company awarded PSUs to key executive participants (“2020 PSUs”). The 2020 PSUs utilize two performance metrics: a component tied to relative TSR over a three-year period and a component tied to certain business performance milestones for the Company over one-year and two-year periods, as follows: • 30 % of the 2020 PSUs that may vest (such portion of the PSU award, the “2020 Relative TSR PSUs”) are determined by reference to the Company’s TSR over the three-year period ending December 31, 2022, as measured relative to the TSR of each company included in the NBI during such three-year period. Generally, in order to vest in any portion of the 2020 Relative TSR PSUs, the participant must also remain in continuous service with the Company through the earlier of January 1, 2023 or the date immediately prior to a change in control. • 70 % of the 2020 PSUs that may vest (such portion of the PSU award, the “2020 Net Sales PSUs”) are determined by reference to the Company’s net sales for certain orphan medicines during the one-year period that ended on December 31, 2020 or the two-year period that ended on December 31, 2021, as applicable. Generally, in order to vest in any portion of the 2020 Net Sales PSUs, the participant must also remain in continuous service with the Company through certain dates (each of which occur following the end of the applicable performance period). As a result of the impact of the COVID-19 pandemic on certain aspects of the Company’s business in 2020, the performance goals associated with certain of the Company’s performance-based equity awards no longer reflected the Company’s expectations, causing the awards to lose their incentive to employees. Accordingly, on July 28, 2020, the Compensation Committee approved a modification to the 2020 Net Sales PSUs awarded on January 3, 2020 that were to vest based on KRYSTEXXA 2020 net sales. Following the modification, those 2020 Net Sales PSUs related to KRYSTEXXA were earned based on net sales of KRYSTEXXA achieved by the end of a modified 18-month performance period that ended on June 30, 2021 instead of a 12-month performance period that ended on December 31, 2020. As a result, with respect to the 2020 Net Sales PSUs that were earned based on net sales of KRYSTEXXA, the first one-third vested on July 1, 2021, the second one-third vested on January 5, 2022 and the vesting of the remaining one-third is unchanged and vested on January 5, 2023. There were 12 participants impacted by the modification. The total compensation cost resulting from the modification was approximately $ 17.9 million and is being recognized over the remaining requisite service period. All PSUs outstanding on December 31, 2022 may vest in a range of between 0 % and 200 %, with the exception of certain modified PSUs granted in 2020 and based on net sales which were capped at 150 %. The Company accounts for all PSUs as equity-settled awards in accordance with ASC 718, Compensation-Stock Compensation . Because the value of the 2022 Relative TSR PSUs is dependent upon the attainment of a level of TSR, it requires the impact of the market condition to be considered when estimating the fair value on the grant date. As a result, the Monte Carlo model is applied and the most significant valuation assumptions used related to the 2022 Relative TSR PSUs during the year ended December 31, 2022, include: Valuation date stock price $ 105.97 Expected volatility 45.01 % Risk free rate 1.01 % The value of the 2022 Strategic PSUs and 2022 Financial PSUs is calculated at the end of each quarter based on the expected payout percentage based on estimated full-period performance against targets, and the Company adjusts the expense quarterly. On January 4, 2019, the Company awarded a company-wide grant of PSUs (the “TEPEZZA PSUs”). Vesting of the TEPEZZA PSUs was contingent upon receiving shareholder approval of amendments to the 2014 EIP, which approval was received on May 2, 2019. The TEPEZZA PSUs were generally eligible to vest contingent upon receiving approval of the TEPEZZA biologics license application from the FDA no later than September 30, 2020 and the employee’s continued service with the Company. In January 2020, the Company received TEPEZZA approval from the FDA and the Company started recognizing the expense related to the TEPEZZA PSUs on that date. For all non-executive committee participants, one half of the TEPEZZA PSUs vested on the FDA approval date and one-half vested on the one-year anniversary of the FDA approval date, subject to the employee’s continued service through the applicable vesting date. The remaining 68,459 TEPEZZA PSUs related to members of the executive committee vested on January 21, 2022. Share-Based Compensation Expense The following table summarizes share-based compensation expense included in the Company’s consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 (in thousands): For the Years Ended December 31, 2022 2021 2020 Cost of goods sold $ 8,913 $ 8,699 $ 7,203 Research and development 27,831 39,544 13,973 Selling, general and administrative 145,356 170,843 125,451 Total share-based compensation expense $ 182,100 $ 219,086 $ 146,627 During the years ended December 31, 2022 and 2021 , the Company recognized $ 62.6 million and $ 86.9 million of a tax benefit, respectively, related to share-based compensation resulting primarily from the fair value of equity awards in effect at the time of the exercise of stock options and vesting of restricted stock units and PSUs. As of December 31, 2022 , the Company estimated that pre-tax unrecognized compensation expense of $ 247.2 million for all unvested share-based awards, including stock options, restricted stock units and PSUs, will be recognized through the fourth quarter of 2025. The Company expects to satisfy the exercise of stock options and future distribution of shares for restricted stock units and PSUs by issuing new ordinary shares which have been reserved under the 2020 EIP and the 2018 EIP. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 20 – INCOME TAXES The Company’s income before expense (benefit) for income taxes by jurisdiction for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands): For the Years Ended December 31, 2022 2021 2020 Ireland $ 1,081,966 $ 177,063 $ 94,527 United States ( 129,482 ) 35,711 ( 13,716 ) Other foreign ( 425,548 ) 250,053 320,834 Income before expense (benefit) for income taxes $ 526,936 $ 462,827 $ 401,645 The components of the expense (benefit) for income taxes were as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands): For the Years Ended December 31, 2022 2021 2020 Current expense (benefit) provision Ireland $ 27,926 $ ( 5,368 ) $ 14,413 U.S. – Federal and State 18,195 44,382 18,418 Other foreign ( 96,694 ) ( 12,976 ) ( 4,321 ) Total current expense (benefit) provision ( 50,573 ) 26,038 28,510 Deferred benefit provision Ireland 106,804 22,801 ( 15,844 ) U.S. – Federal and State ( 50,354 ) ( 120,532 ) ( 824 ) Other foreign ( 423 ) 29 7 Total deferred expense (benefit) provision 56,027 ( 97,702 ) ( 16,661 ) Total expense (benefit) for income taxes $ 5,454 $ ( 71,664 ) $ 11,849 Total expense for income taxes was $ 5.5 million and $ 11.8 million for the years ended December 31, 2022 and 2020, respectively, and total benefit for income taxes was $ 71.7 million for the year ended December 31, 2021. The current tax benefit of $ 50.6 million for the year ended December 31, 2022 was primarily attributable to a tax benefit of $ 98.6 million related to deferred charges for taxes on higher intercompany inventory transfers, partially offset by an Irish corporation tax liability of $ 27.9 million and U.S. federal and state tax liabilities of $ 18.2 million arising on taxable income generated during the year ended December 31, 2022. The deferred tax expense of $ 56.0 million for the year ended December 31, 2022, was primarily attributable to a tax expense of $ 104.2 million recognized on the reversal of temporary differences between the book values and tax bases of certain intellectual property assets at the Irish statutory income tax rate, partially offset by a tax benefit of $ 50.4 million recognized in respect of movements in temporary differences between the book values and tax bases of certain assets at U.S. federal and state tax rates. A reconciliation between the Irish statutory income tax rate to the Company’s effective tax rate for 2022, 2021 and 2020 is as follows (in thousands): For the Years Ended December 31, 2022 2021 2020 Irish income tax at statutory rate (12.5%) $ 65,867 $ 57,853 $ 50,206 Foreign tax rate differential ( 54,685 ) ( 58,519 ) ( 52,300 ) Share-based compensation ( 53,129 ) ( 71,151 ) ( 23,793 ) Change in valuation allowances ( 18,945 ) 1,667 4,183 U.S. federal and state tax credits ( 12,461 ) ( 11,551 ) ( 13,809 ) Non-deductible in-process research and development costs — — 9,475 Write-off of U.S. deferred tax asset related to interest expense due to Anti-Hybrid Rules — — 15,250 Intercompany transfer and license of IP assets — 18,700 5,193 U.S. state income taxes 650 ( 6,798 ) 724 Uncertain tax positions 2,431 ( 5,150 ) 1,593 Other non-deductible expenses 4,423 4,880 1,440 Goodwill impairment 11,796 — — Change in U.S. state effective tax rate 27,533 ( 49,388 ) ( 1,737 ) Disqualified compensation expense 31,389 47,050 14,601 Other, net 585 743 823 Expense (benefit) for income taxes $ 5,454 $ ( 71,664 ) $ 11,849 Effective income tax rate 1.0 % ( 15.4 )% 3.0 % The overall effective income tax rate for 2022 of 1.0 % was a lower rate than the Irish statutory rate of 12.5 % primarily attributable to a tax benefit of $ 54.7 million recognized on the pre-tax income and losses generated in jurisdictions with statutory tax rates different than the Irish statutory tax rate, excess tax benefits recognized on share-based compensation of $ 53.1 million, a tax benefit of $ 18.9 million recognized due to the release of valuation allowances on certain state net operating losses and $ 12.5 million of U.S. federal and state tax credits generated during the year. These tax benefits are partially offset by tax expense of $ 31.4 million on non-deductible officers’ compensation, tax expense of $ 27.5 million recognized due to changes in the state tax rate expected to apply to the reversal of temporary differences between the book values and tax bases of certain assets and tax expense of $ 11.8 million attributable to an impairment of goodwill which is non-deductible for tax purposes. The overall effective income tax rate for 2021 of ( 15.4 )% was a lower rate than the Irish statutory rate of 12.5 % primarily attributable to the excess tax benefits recognized on share-based compensation of $ 71.2 million, a tax benefit of $ 49.4 million recognized due to a reduction in the state tax rate expected to apply to the reversal of temporary differences between the book values and tax bases of certain assets acquired through the Viela acquisition, a tax benefit of $ 58.5 million recognized on the pre-tax income and losses generated in jurisdictions with statutory tax rates different than the Irish statutory tax rate and $ 11.6 million of U.S. federal and state tax credits generated during the year. These tax benefits are partially offset by tax expense of $ 47.1 million on non-deductible officers’ compensation and a tax expense of $ 18.7 million generated from an intercompany transfer and license of intellectual property from a U.S. subsidiary to an Irish subsidiary. The overall effective income tax rate for 2020 of 3.0 % was a lower rate than the Irish statutory rate of 12.5 % primarily attributable to a tax benefit of $ 52.3 million recognized on the pre-tax income and losses generated in jurisdictions with statutory tax rates different than the Irish statutory tax rate, the excess tax benefits recognized on share-based compensation of $ 23.8 million and $ 13.8 million of U.S. federal and state tax credits generated during the year. These tax benefits are partially offset by tax expense of $ 15.2 million recorded following the publication by the United States Department of Treasury and the Internal Revenue Service of the Final Regulations on the Anti-Hybrid Rules to write off a deferred tax asset related to certain interest expense accrued to a foreign related party, a tax expense of $ 14.6 million on non-deductible officers’ compensation and tax expense of $ 9.5 million on non-deductible IPR&D expenses recorded in connection with the acquisition of Curzion. The change in the effective income tax rate in 2022 compared to that in 2021 was primarily due to changes in the state tax rate expected to apply to the reversal of temporary differences between the book values and tax bases of certain assets. The change in the effective income tax rate in 2021 compared to that in 2020 was primarily due to an increase in excess tax benefits recognized on share-based compensation and a tax benefit of $ 49.4 million recognized during the year ended December 31, 2021 due to a reduction in the state tax rate expected to apply to the reversal of temporary differences between the book values and tax bases of certain assets acquired through the Viela acquisition. These increases in benefit were partially offset by an increase in tax expense on non-deductible officers’ compensation. Significant components of the Company’s net deferred tax assets and liabilities, are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 34,299 $ 75,431 Accruals and reserves 80,849 37,175 Accrued compensation 43,567 60,827 Intercompany interest 39,977 34,777 U.S. federal and state credits 23,585 47,312 Other 4,105 6,790 Total deferred tax assets 226,382 262,312 Valuation allowance ( 18,726 ) ( 37,672 ) Deferred tax assets, net of valuation allowance $ 207,656 $ 224,640 Deferred tax liabilities: Intangible assets $ 90,533 $ 67,321 Property, plant and equipment 19,901 8,614 Interest rate swap 6,708 — Debt discount 717 1,062 Total deferred tax liabilities 117,859 76,997 Net deferred income tax asset $ ( 89,797 ) $ ( 147,643 ) No provision has been made for income taxes on undistributed earnings of subsidiaries because it is the Company’s intention to indefinitely reinvest outside of Ireland undistributed earnings of its subsidiaries. In the event of the distribution of those earnings to Ireland in the form of dividends, a sale of the subsidiaries, or certain other transactions, the Company may be liable for income taxes in Ireland. The cumulative unremitted earnings of the Company as of December 31, 2022, were approximately $ 5.0 billion, and the Company estimates that it would incur approximately $ 269.9 million of additional income tax on unremitted earnings were they to be remitted to Ireland. As of December 31, 2022, the Company had net operating loss carryforwards of approximately $ 9.6 million for U.S. federal, $ 25.7 million for various U.S. states and $ 0.2 million for non-U.S. losses. Net operating loss carryforwards for U.S. federal income tax purposes that were generated prior to January 1, 2018, have a twenty-year carryforward life and the earliest layers will begin to expire in 2031 . U.S. state net operating losses will start to expire at the end of 2023 for the earliest net operating loss layers to the extent there is not sufficient state taxable income to utilize those net operating loss carryovers. Irish net operating losses may be carried forward indefinitely and therefore have no expiration. Utilization of the U.S. net operating loss carryforwards may be subject to annual limitations as prescribed by federal and state statutory provisions. The imposition of the annual limitations may result in a portion of the net operating loss carryforwards expiring unused. Utilization of certain net operating loss and tax credit carryforwards in the United States is subject to an annual limitation due to ownership change limitations provided by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended. Certain net operating losses generated before an August 2, 2012 ownership change and federal net operating losses and federal tax credits acquired through the Viela acquisition are subject to an annual limitation. The U.S. federal net operating loss carryforward and U.S. federal tax credit carryforward limitation is cumulative such that any use of the carryforwards below the limitation in a particular tax year will result in a corresponding increase in the limitation for the subsequent tax year. At December 31, 2022, the Company had $ 11.7 million and $ 18.1 million of U.S. federal and state income tax credits, respectively, to reduce future tax liabilities. The federal income tax credits consisted primarily of R&D credits. The U.S. state income tax credits consisted primarily of California R&D credits and the Illinois Economic Development for a Growing Economy (“EDGE”) tax credits. The U.S. federal R&D credits have a twenty-year carryforward life and will begin to expire in 2038 . The California R&D credits have indefinite lives and therefore are not subject to expiration. The EDGE credits have a five-year carryforward life following the year of generation and will begin to expire at the end of 2023. A reconciliation of the beginning and ending amounts of valuation allowances for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands): Valuation allowances at December 31, 2019 $ ( 29,268 ) Increase for 2020 activity ( 8,841 ) Release of valuation allowances 4,124 Valuation allowances at December 31, 2020 $ ( 33,985 ) Increase for 2021 activity ( 5,181 ) Release of valuation allowances 1,494 Valuation allowances at December 31, 2021 $ ( 37,672 ) Increase for 2022 activity ( 95 ) Release of valuation allowances 19,041 Valuation allowances at December 31, 2022 $ ( 18,726 ) Deferred tax valuation allowances decreased by $ 18.9 million during the year ended December 31, 2022 and increased by $ 3.7 million and $ 4.7 million during the years ended December 31, 2021 and 2020, respectively. For the year ended December 31, 2022, the net decrease in valuation allowances resulted primarily from the release of valuation allowances on certain state net operating losses which are now expected to be utilized. The Company continues to carry its deferred tax asset established in Ireland, which was recognized at the end of 2019, pursuant to an intercompany transfer of intellectual property assets. The Company has evaluated the need for a valuation allowance with respect to this deferred tax asset, and as part of that analysis, the Company reviewed its projected earnings in the foreseeable future. Based upon all available evidence, it is more likely than not that the Company would be able to fully realize the tax benefit on the deferred tax asset resulting from the intercompany transfer of intellectual property assets. The changes in the Company’s uncertain income tax positions for the years ended December 31, 2022, 2021 and 2020, excluding interest and penalties, consisted of the following (in thousands): For the Years Ended December 31, 2022 2021 2020 Beginning balance – uncertain tax positions $ 28,447 $ 29,431 $ 27,428 Tax positions in the year: Additions 3,893 3,838 3,837 Acquired uncertain tax positions — 4,220 — Tax positions related to prior years: Additions — — — Settlements and lapses ( 1,931 ) ( 9,042 ) ( 1,834 ) Ending balance – uncertain tax positions $ 30,409 $ 28,447 $ 29,431 For the year ended December 31, 2022, the net increase in uncertain tax positions was primarily attributable to additional uncertain tax positions recognized on U.S. federal R&D credits generated during the year partially offset by lapses in statute for a portion of uncertain tax positions relating to U.S. federal orphan drug credits. In the Company’s consolidated balance sheet, uncertain tax positions (including interest and penalties) of $ 25.9 million were included in other long-term liabilities, and an additional $ 6.3 million was included in deferred tax assets. At December 31, 2022, penalties of $ 0.4 million and interest of $ 1.9 million are included in the balance of the uncertain tax positions and penalties of $ 0.3 million and interest of $ 1.4 million were included in the balance of uncertain tax positions at December 31, 2021. The Company classifies interest and penalties with respect to income tax liabilities as a component of income tax expense. The Company assessed that its liability for uncertain tax positions will not significantly change within the next twelve months. If these uncertain tax positions are released, the impact on the Company’s tax provision would be a benefit of $ 32.2 million, including interest and penalties. The Company files income tax returns in Ireland, in the United States for federal and various states, as well as in certain other jurisdictions. At December 31, 2022, open tax years in U.S. federal and certain state jurisdictions date back to 2007 due to the taxing authorities’ ability to adjust operating loss carryforwards. In Ireland, the statute of limitations expires five years from the end of the tax year or four years from the time a tax return is filed, whichever is later. Therefore, the earliest year open to examination is 2018 with the lapse of statute occurring in 2023. No changes in settled tax years have occurred to date. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | NOTE 21 – EMPLOYEE BENEFIT PLANS U.S. Retiree Medical Plan The Company implemented its retiree medical plan effective October 1, 2021, which provides certain medical benefits to eligible retirees in the United States. The following table summarizes the changes in benefit obligation for the years ended December 31, 2022 and 2021 for this plan (in thousands): For the Years Ended December 31, 2022 2021 Benefit obligation at beginning of year $ 16,906 $ — Prior service cost at initiation of plan — 15,625 Service cost 5,291 1,166 Interest cost 514 113 Actuarial (gain) loss ( 4,695 ) 16 Benefits paid net of participant contributions ( 11 ) ( 14 ) Benefit obligation at end of year $ 18,005 $ 16,906 As of December 31, 2022 and 2021 , the unfunded status for the retiree medical plan was $ 18.0 million and $ 16.9 million, respectively. The following table summarizes the amounts recognized in the consolidated balance sheets as of December 31, 2022 and 2021 for this plan (in thousands): As of December 31, 2022 2021 Accrued expenses and other current liabilities $ ( 236 ) $ ( 83 ) Other long-term liabilities ( 17,769 ) ( 16,823 ) Amounts recognized on the consolidated balance sheet $ ( 18,005 ) $ ( 16,906 ) The following table summarizes the amounts recognized in accumulated other comprehensive loss for the years ended December 31, 2022 and 2021 for this plan (in thousands): As of December 31, 2022 2021 Prior service cost $ 13,999 $ 15,300 Actuarial (gain) loss ( 4,679 ) 16 Accumulated other comprehensive loss before income taxes $ 9,320 $ 15,316 Expected Benefit Payments The following table summarizes total benefit payments, which reflect expected future service, expected to be paid to plan participants (in thousands): 2023 $ 236 2024 423 2025 638 2026 1,015 2027 1,479 2028 to 2031 13,827 Components of Net Periodic Benefit Cost and Amounts Recognized in Other Comprehensive (Income) Loss The following table summarizes net period benefit cost recognized and the amounts recognized in other comprehensive (income) loss for the years ended December 31, 2022 and 2021 (in thousands): For the Years Ended December 31, 2022 2021 Service cost $ 5,291 $ 1,166 Interest cost 514 113 Amortization of prior service cost 1,301 325 Net periodic benefit cost 7,106 1,604 Prior service cost — 15,625 Amortization of prior service cost ( 1,301 ) ( 325 ) Actuarial (gain) loss ( 4,695 ) 16 Total recognized in other comprehensive (income) loss ( 5,996 ) 15,316 Total recognized in net periodic benefit cost and other comprehensive (income) loss $ 1,110 $ 16,920 The components of net periodic benefit cost other than service cost are included in other (expense) income, net in the consolidated statements of comprehensive income. Weighted-Average Actuarial Assumptions and Health Care Cost Trend Rates The following table summarizes weighted-average assumptions and health care cost trend rates used to determine the benefit obligation as of December 31, 2022 and 2021: As of December 31, 2022 2021 Discount rate 5.16 % 2.89 % Health care cost trend rate assumed for next year 6.06 % 6.29 % Rate to which the cost trend rate is assumed to decline (the “Ultimate trend rate”) 4.44 % 4.44 % Year that the rate reaches the ultimate trend rate 2030 2030 The assumptions used in calculating the December 31, 2022 measurement date benefit obligation will be used in the calculation of net periodic benefit cost in 2023. The following table summarizes weighted-average assumptions and health care cost trend rates used to determine the net periodic benefit costs for the years ended December 31, 2022 and 2021: For the Years Ended December 31, 2022 2021 Discount rate 2.89 % 2.89 % Health care cost trend rate assumed for next year 6.29 % 6.29 % Ultimate trend rate 4.44 % 4.44 % Year that the rate reaches the ultimate trend rate 2030 2030 Other Employee Benefit Plans The Company sponsors a defined contribution 401(k) retirement savings plan covering all of its U.S. employees, whereby an eligible employee may elect to contribute a portion of his or her salary on a pre-tax basis, subject to applicable federal limitations. The Company is not required to make any discretionary matching of employee contributions. The Company makes a matching contribution equal to 100 % of each employee’s elective contribution to the plan of up to 3 % of the employee’s eligible pay, and 50 % for the next 2 % of the employee’s eligible pay. The full amount of this employer contribution is immediately vested in the plan. For the years ended December 31, 2022, 2021 and 2020 , the Company recorded defined contribution expense of $ 21.6 million, $ 16.8 million and $ 12.0 million, respectively. The Company’s wholly owned Irish subsidiary sponsors a defined contribution plan covering all of its employees in Ireland. For the years ended December 31, 2022, 2021 and 2020 , the Company recognized expenses of $ 1.5 million, $ 1.1 million and $ 0.8 million, respectively, under this plan. The Company has a non-qualified deferred compensation plan for executives. The deferred compensation plan obligations are payable in cash upon retirement, termination of employment and/or certain other times in a lump-sum distribution or in installments, as elected by the participant in accordance with the plan. As of December 31, 2022 and 2021 , the deferred compensation plan liabilities totaled $ 28.2 million and $ 26.5 million, respectively, and are included in “other long-term liabilities” in the consolidated balance sheet. The Company held funds of approximately $ 28.2 million and $ 26.5 million in an irrevocable grantor's rabbi trust as of December 31, 2022 and 2021, respectively, related to this plan. Rabbi trust assets are classified as trading marketable securities and are included in “other current assets” in the consolidated balance sheets. Unrealized gains and losses on these marketable securities are included in “other (expense) income, net” in the consolidated statements of comprehensive income. For the years ended December 31, 2022, 2021 and 2020 , the Company recognized expenses of $ 3.0 million, $ 2.3 million and $ 1.1 million, respectively, under this plan. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS For Each of the Three Fiscal Years Ended December 31, 2022, 2021 and 2020: Balance at Additions charged to Deductions Balance at Valuation and Qualifying Accounts beginning costs and from end of (in thousands) of period Acquisitions expenses reserves period Year ended December 31, 2022: Allowance for returns 33,882 — 31,326 ( 36,861 ) 28,347 Allowance for prompt pay discounts 3,788 — 32,239 ( 32,961 ) 3,066 Year ended December 31, 2021: Allowance for returns 40,918 — 17,573 ( 24,609 ) 33,882 Allowance for prompt pay discounts 5,180 162 41,426 ( 42,980 ) 3,788 Year ended December 31, 2020: Allowance for returns 45,082 — 16,446 ( 20,610 ) 40,918 Allowance for prompt pay discounts 7,189 — 45,886 ( 47,895 ) 5,180 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Segment Information | Segment Information Effective in the fourth quarter of 2022, management realigned the Company’s reportable segments to reflect changes in the manner in which the chief operating decision maker (“CODM”) assesses financial information for decision-making purposes. The Company transitioned its two reportable segments, the inflammation segment and the orphan segment, to one reportable segment for the year ended December 31, 2022. All prior year amounts have been reclassified to conform to the Company’s current reporting structure. Refer to Note 11 for further details. The Company’s accounting policy for segment reporting is described below. The Company determined that it operates in one reportable segment, which focuses on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory diseases. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the CODM. The Company’s chief executive officer has been identified as its CODM |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The reporting currency of the Company and its subsidiaries is the U.S. dollar. The U.S. dollar is the functional currency for the Company’s Ireland and United States-based businesses and the majority of its subsidiaries. The Company has foreign subsidiaries that have the Euro and the Canadian Dollar as their functional currency. Foreign currency-denominated assets and liabilities of these subsidiaries are translated into U.S. dollars based on exchange rates prevailing at the end of the period, revenues and expenses are translated at average exchange rates prevailing during the corresponding period, and shareholders’ equity accounts are translated at historical exchange rates as of the date of any equity transaction. The effects of foreign exchange gains and losses arising from the translation of assets and liabilities of those entities where the functional currency is not the U.S. dollar are included as a component of accumulated other comprehensive income (loss) (“AOCI/L”). Gains and losses resulting from foreign currency transactions are reflected within the Company’s results of operations. |
Revenue Recognition | Revenue Recognition In the United States, the Company sells its medicines primarily to wholesale distributors and specialty pharmacy providers. In other countries, the Company sells its medicines primarily to wholesale distributors and other third-party distribution partners. These customers subsequently resell the Company’s medicines to health care providers and patients. In addition, the Company enters into arrangements with health care providers and payers that provide for government-mandated or privately negotiated discounts and allowances related to the Company’s medicines. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company’s contracts have a single performance obligation to transfer medicines. Accordingly, revenues from medicine sales are recognized when the customer obtains control of the Company’s medicines, which occurs at a point in time, typically upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring medicines and is generally based upon a list or fixed price less allowances for medicine returns, rebates and discounts. The Company sells its medicines to wholesale pharmaceutical distributors and pharmacies under agreements with payment terms typically less than 90 days. Discounts, rebates, returns and certain other adjustments are accounted for as variable consideration. |
Contractual Allowances | Medicine Sales Discounts and Allowances The nature of the Company’s contracts gives rise to variable consideration because of allowances for medicine returns, rebates and discounts. Allowances for medicine returns, rebates and discounts are recorded at the time of sale to wholesale pharmaceutical distributors and pharmacies. The Company applies significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company will be required to make adjustments to these allowances in the future. The Company’s adjustments to gross sales are discussed further below. Commercial Rebates The Company participates in certain commercial rebate programs. Under these rebate programs, the Company pays a rebate to the commercial entity or third-party administrator of the program. The Company calculates accrued commercial rebate estimates using the expected value method. The Company accrues estimated rebates based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients and estimated levels of inventory in the distribution channel and records the rebate as a reduction of revenue. Accrued commercial rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Distribution Service Fees The Company includes distribution service fees paid to its wholesalers for distribution and inventory management services as a reduction to revenue. The Company calculates accrued distribution service fee estimates using the most likely amount method. The Company accrues estimated distribution fees based on contractually determined amounts, typically as a percentage of revenue. Accrued distribution service fees are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Co-pay and Other Patient Assistance Programs The Company offers discount card and other programs to patients under which the patient receives a discount on his or her prescription. In certain circumstances when a patient’s prescription is rejected by a managed care vendor, the Company will pay for the full cost of the prescription. The Company reimburses pharmacies for this discount through third-party vendors. The Company reduces gross sales by the amount of actual co-pay and other patient assistance in the period based on invoices received. The Company also records an accrual to reduce gross sales for estimated co-pay and other patient assistance on units sold to distributors that have not yet been prescribed/dispensed to a patient. The Company calculates accrued co-pay and other patient assistance costs using the expected value method. The estimate is based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients, average assistance paid based on reporting from the third-party vendors and estimated levels of inventory in the distribution channel. Accrued co-pay and other patient assistance costs are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Sales Returns Consistent with industry practice, the Company maintains a return policy that allows customers to return certain medicines within a specified period prior to and subsequent to the medicine expiration date. Generally, medicines may be returned for a period beginning six months prior to its expiration date and up to one year after its expiration date. The right of return expires on the earlier of one year after the medicine expiration date or the time that the medicine is dispensed to the patient. The majority of medicine returns result from medicine dating, which falls within the range set by the Company’s policy, and are settled through the issuance of a credit to the customer. The Company calculates sales returns using the expected value method. The estimate of the provision for returns is based upon the Company’s historical experience with actual returns. The return period is known to the Company based on the shelf life of medicines at the time of shipment. The Company records sales returns in “accrued expenses and other current liabilities” and as a reduction of revenue. Prompt Pay Discounts As an incentive for prompt payment, the Company offers a 2 % cash discount to most customers. The Company calculates accrued prompt pay discounts using the most likely amount method. The Company expects that all eligible customers will comply with the contractual terms to earn the discount. The Company records the discount as an allowance against “accounts receivable, net” and a reduction of revenue. Government Rebates The Company participates in certain government rebate programs such as Medicare Coverage Gap and Medicaid. The Company calculates accrued government rebate estimates using the expected value method. A significant portion of these accruals relates to the Company’s Medicaid rebates. The Company accrues estimated rebates based on estimated percentages of medicine prescribed to qualified patients, estimated rebate percentages and estimated levels of inventory in the distribution channel that will be prescribed to qualified patients and records the rebates as a reduction of revenue. Accrued government rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Chargebacks The Company provides discounts to government qualified entities with whom the Company has contracted. These entities purchase medicines from the wholesale pharmaceutical distributors at a discounted price and the wholesale pharmaceutical distributors then charge back to the Company the difference between the current retail price and the contracted price that the entities paid for the medicines. The Company calculates accrued chargeback estimates using the expected value method. The Company accrues estimated chargebacks based on contract prices, sell-through sales data obtained from third-party information and estimated levels of inventory in the distribution channel and records the chargeback as a reduction of revenue. Accrued chargebacks are included in “accrued trade discounts and rebates” on the consolidated balance sheet. |
Allowance for Credit Losses | Allowance for Credit Losses The Company’s medicines are sold to wholesale pharmaceutical distributors and pharmacies. The Company monitors its accounts receivable balances to determine the impact, if any, of such factors as changes in customer concentration, credit risk and the realizability of its accounts receivable, and records an allowance for credit losses when applicable. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out convention. Inventories consist of raw materials, work-in-process and finished goods. The Company has entered into manufacturing and supply agreements for the manufacture or purchase of raw materials and production supplies. The Company’s inventories include the direct purchase cost of materials and supplies and manufacturing overhead costs. The Company reviews its inventory balance and purchase obligations to assess if it has obsolete or excess inventory and records a charge to “cost of goods sold” when applicable. Inventories acquired in business combinations are recorded at their estimated fair values. “Step-up” represents the write-up of inventory from the lower of cost or net realizable value (the historical book value as previously recorded on the acquired company’s balance sheet) to fair market value at the acquisition date. Inventory step-up expense is recorded in the consolidated statement of comprehensive income based on actual sales, or usage, using the first-in, first-out convention. Inventories exclude medicine sample inventory, which is included in other current assets and is expensed as a component of “selling, general and administrative” expense when shipped to sales representatives. |
Cost of Goods Sold | Cost of Goods Sold The Company recognizes cost of goods sold in connection with its sales of each of its distributed medicines. Cost of goods sold includes all costs directly related to the acquisition of the Company’s medicines from its third-party manufacturers, including freight charges and other direct expenses such as insurance and supply chain costs. Cost of goods sold also includes amortization of intellectual property as described in the intangible assets accounting policy below, inventory step-up expense, share-based compensation, royalty payments to third parties and loss on inventory purchase commitments. |
Pre-clinical Studies and Clinical Trial Accruals | Pre-clinical Studies and Clinical Trial Accruals The Company’s pre-clinical studies and clinical trials have historically been conducted by third-party contract research organizations and other vendors. Pre-clinical study and clinical trial expenses are based on the services received from these contract research organizations and vendors and are charged to R&D expense as incurred. Payments depend on factors such as the milestones accomplished, successful enrollment of certain numbers of patients and site initiation. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts the accrual accordingly. |
Net Income Per Share | Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Diluted net income per share reflects the potential dilution beyond shares for basic net income per share that could occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares, or resulted in the issuance of ordinary shares that would have shared in the Company’s earnings. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents. Cash and cash equivalents primarily consist of cash balances and money market funds. The Company generally invests excess cash in money market funds and other financial instruments with short-term durations, based upon operating requirements. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of balances in interest-bearing money market accounts required by a vendor for the Company’s sponsored employee business credit card program and collateral for a letter of credit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other current liabilities, approximate their fair values due to their short maturities. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities All derivative instruments are recognized as either assets or liabilities at fair value on the consolidated balance sheets and are classified as current or non-current based on the scheduled maturity of the instrument. For derivatives designated as hedges, the Company assesses at inception and quarterly thereafter whether the hedging derivatives are highly effective in offsetting changes in the fair value or cash flows of the hedged item. The effective portions of changes in the fair value of a derivative designated as a cash flow hedge are reported in AOCI/L and are subsequently recognized in net income consistent with the underlying hedged item. If it is determined that a derivative is no longer highly effective as a hedge, the Company discontinues hedge accounting prospectively. If a hedged forecasted transaction becomes probable of not occurring, any gains or losses are reclassified from AOCI/L to net income. Derivatives that are not designated as hedges are adjusted to fair value through current net income. |
Investments | Investments Investments consist primarily of equity securities, bank time deposits, money market funds and U.S. federal government securities. Investments in publicly traded equity securities are reported at fair value determined using quoted market prices in active markets. Changes in the fair value of these investments are included in other (expense) income, net in the consolidated statement of comprehensive income. |
Equity Method Investments | Equity Method Investments Investments in companies over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the share of earnings or losses reported in other (expense) income, net. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and investments. The Company’s investment policy permits investments in time deposits, U.S. federal government and federal agency securities, corporate bonds or commercial paper, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding the Company’s cash, cash equivalents and investments to the extent recorded on the balance sheet. The purchase cost of TEPEZZA drug substance, TEPEZZA drug product with the Company’s second drug product manufacturer, Patheon Pharmaceuticals Inc. (“Patheon”) (the contract development and manufacturing services organization of Thermo Fisher Scientific), and ACTIMMUNE inventory are principally denominated in Euros and are subject to foreign currency risk. In addition, the Company is obligated to pay certain milestones and a royalty on sales of TEPEZZA to F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together referred to as “Roche”) in Swiss Francs, which obligations are subject to foreign currency risk . The Company also incurs certain operating expenses in currencies other than the U.S. dollar in relation to its Irish operations and foreign subsidiaries. Therefore, the Company is subject to volatility in cash flows due to fluctuations in foreign currency exchange rates, particularly changes in the Euro and the Swiss Franc. In addition, the Company enters into forward currency contracts to hedge its foreign currency risk exposure. Historically, the Company’s accounts receivable balances have been highly concentrated with a select number of customers consisting primarily of large wholesale pharmaceutical distributors who, in turn, sell the medicines to pharmacies, hospitals and other customers. As of each of December 31, 2022 and 2021 , the Company’s top four customers accounted for approximately 94 % of the Company’s total outstanding accounts receivable balances. Given the size and creditworthiness of the customers, the Company has not experienced and does not expect to experience material credit-related losses with such customers. The Company depends on single-source suppliers and manufacturers for certain of its medicines, medicine candidates and their active pharmaceutical ingredients. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with the guidance in Accounting Standards Codification Topic 805 , Business Combinations (“ASC 805”) under which acquired assets and liabilities are measured at their respective estimated fair values as of the acquisition date. The Company may be required, as in the case of intangible assets, to determine the fair value associated with these amounts by estimating the fair value using an income approach under the discounted cash flow method, which may include revenue projections and other assumptions made by the Company to determine the fair value. |
Provision for Income Taxes | Provision for Income Taxes The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Significant judgment is required in determining whether it is probable that sufficient future taxable income will be available against which a deferred tax asset can be utilized. In determining future taxable income, the Company is required to make assumptions including the amount of taxable income in the various jurisdictions in which the Company operates. These assumptions require significant judgment about forecasts of future taxable income. Actual operating results in future years could render the Company’s current assumption of recoverability of deferred tax assets inaccurate. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the period that the change is enacted. From time to time, the Company executes intercompany transactions in response to changes in operations, regulations, tax laws, funding needs and other circumstances. These transactions require the interpretation and application of tax laws in the applicable jurisdiction to support the tax treatment taken. The valuations which support the tax treatment of the transactions require significant estimates and assumptions within discounted cash flow models. The Company also accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on an income tax return. Deferred tax assets and deferred tax liabilities are netted by each tax-paying entity within each jurisdiction on the Company’s consolidated balance sheets. |
Property, Plant and Equipment | Property, Plant and Equipment Land is stated at cost. Property, plant and equipment, other than land, are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets for financial reporting purposes and an accelerated method for income tax reporting purposes. Upon retirement or sale of an asset, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations. Repair and maintenance costs are charged to expenses as incurred and improvements are capitalized. Leasehold improvements are amortized on a straight-line basis over the term of the applicable lease, or the useful life of the assets, whichever is shorter. Depreciation and amortization periods for the Company’s property, plant and equipment are as follows: Buildings 40 years Land improvements 10 years Machinery and equipment 5 to 7 years Furniture and fixtures 3 to 10 years Computer equipment 3 years Software 3 years Trade show equipment 3 years The Company capitalizes software development costs associated with internal use software, including external direct costs of materials and services and payroll costs for employees devoting time to a software project. Costs incurred during the preliminary project stage, as well as costs for maintenance and training, are expensed as incurred. Software includes internal-use software acquired and modified to meet the Company’s internal requirements. Amortization commences when the software is ready for its intended use. |
Intangible Assets | Intangible Assets Definite-lived intangible assets are amortized over their estimated useful lives. The Company reviews its intangible assets when events or circumstances may indicate that the carrying value of these assets is not recoverable and exceeds their fair value. The Company measures fair value based on the estimated future discounted cash flows associated with these assets in addition to other assumptions and projections that the Company deems to be reasonable and supportable. The estimated useful lives, from the date of acquisition, for all identified intangible assets that are subject to amortization are between five and thirteen years . Indefinite-lived intangible assets consist of capitalized IPR&D. IPR&D assets represent capitalized incomplete research and development projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition date fair values and are tested for impairment, until completion or abandonment of R&D efforts associated with the projects. An IPR&D asset is considered abandoned when R&D efforts associated with the asset have ceased, and there are no plans to sell or license the asset or derive value from the asset. At that point, the asset is considered to be impaired and is written off. Upon successful completion of each project, the Company will make a determination about the then remaining useful life of the intangible asset and begin amortization. The Company tests its indefinite-lived intangibles, including IPR&D assets, for impairment annually during the fourth quarter and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment loss, if any, is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability. The Company tests goodwill for impairment annually during the fourth quarter and whenever indicators of impairment exist by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed. If the Company concludes that goodwill is impaired, it will record an impairment charge in its consolidated statement of comprehensive income. |
R&D Expenses | R&D Expenses R&D expenses include, but are not limited to, payroll and other personnel expenses, consultant expenses, expenses incurred under agreements with contract research organizations to conduct clinical trials and expenses incurred to manufacture clinical trial materials. When milestone payments are due to third parties under R&D agreements assumed as part of business acquisitions, prior to regulatory approval, the payment obligations are recorded as R&D expenses when the milestone results are achieved. R&D expenses were $ 438.0 million, $ 345.3 million and $ 129.0 million for the years ended December 31, 2022, 2021 and 2020 , respectively. |
Acquired IPR&D and Milestones Expenses | Acquired IPR&D and Milestones Expenses The initial costs of rights to IPR&D projects acquired in an asset acquisition are expensed as acquired IPR&D unless the project has an alternative future use. The Company also enters into collaborative agreements with third parties to develop and commercialize medicine candidates. Collaborative activities may include joint R&D and commercialization of new medicines. The Company generally receives certain licensing rights under these arrangements. Upfront payments associated with collaborative arrangements during the development stage are recorded as acquired IPR&D and milestones expenses in the consolidated statement of comprehensive income. Subsequent payments made to the partner in connection with milestones during the development stage are recorded as acquired IPR&D and milestones expenses in the consolidated statement of comprehensive income when the milestone is achieved. Acquired IPR&D and milestones expenses were $ 56.3 million, $ 86.7 million and $ 80.4 million for the years ended December 31, 2022, 2021 and 2020 , respectively. |
Advertising Expenses | Advertising Expenses The Company expenses the costs of advertising as incurred. Advertising expenses were $ 270.5 million, $ 288.8 million, and $ 114.4 million for the years ended December 31, 2022, 2021 and 2020 , respectively. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with debt financings have been capitalized to “Long-term debt, net” in the Company’s consolidated balance sheets as deferred financing costs, and are charged to interest expense using the effective interest method over the terms of the related debt agreements. These costs include document preparation costs, commissions, fees and expenses of investment bankers and underwriters, and accounting and legal fees. |
Comprehensive Income | Comprehensive Income Comprehensive income is composed of net income and other comprehensive income (loss) (“OCI/L”). OCI/L includes certain changes in shareholders’ equity that are excluded from net income, which consist of interest rate swap contracts designated as cash flow hedges, foreign currency translation adjustments and pension and other post-employment benefit plan remeasurements. The Company reports the effect of significant reclassifications out of accumulated OCI/L on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. |
Share-Based Compensation | Share-Based Compensation The Company accounts for employee share-based compensation by measuring and recognizing compensation expense for all share-based payments based on estimated grant date fair values. The Company uses the straight-line method to allocate compensation cost to reporting periods over each awardee’s requisite service period, which is generally the vesting period. Forfeitures are estimated based on historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. |
Post-employment Benefits | Post-employment Benefits The Company records annual expenses relating to its defined benefit U.S. retiree medical plan based on calculations which utilize various actuarial assumptions, including discount rates, health care cost trend rates, turnover rates, and retirement rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. Prior service costs and credits from plan amendments, including initiation of a plan, are deferred in AOCI/L, net of tax and amortized at an equal amount in each remaining year of service until the full eligibility date of employees active as of the amendment date. Actuarial gains and losses are deferred in AOCI/L, net of tax and amortized over the remaining service attribution periods of the employees under the corridor method. |
Royalties | Royalties The Company records royalty expense based on each periods’ net sales as part of cost of goods sold. |
Leases | Leases The Company’s leases primarily relate to operating leases of rented office properties. At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. At inception of a lease, the Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. The right-of-use lease asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use lease asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred. All right-of-use lease assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s secured incremental borrowing rate for the same term as the underlying lease. The Company identified and assessed the following significant assumptions in recognizing the right-of-use lease assets and corresponding liabilities. Expected lease term – The expected lease term includes both contractual lease periods and, when applicable, cancelable option periods. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Incremental borrowing rate – As the Company’s leases do not provide an implicit rate, the Company obtained the incremental borrowing rate (“IBR”) based on the remaining term of each lease. The IBR is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected not to recognize right-of-use lease assets and lease liabilities for short-term leases that have a term of 12 months or less. The Company reports right-of-use lease assets within non-current “Other long-term assets” in its consolidated balance sheet. The Company reports the current portion of lease liabilities within “Accrued expenses and other current liabilities” and long-term lease liabilities within “Other long-term liabilities” in its consolidated balance sheet. |
Contingencies | Contingencies From time to time, the Company may become involved in claims and other legal matters arising in the ordinary course of business. The Company records accruals for loss contingencies to the extent that it concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in “selling, general and administrative” expenses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, the Company adopts new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies. In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), which provides expedients and exceptions for accounting treatment of contracts which are affected by the anticipated discontinuation of the London Inter-Bank Offered Rate (“LIBOR”) and other rates resulting from rate reform that are entered into on or before December 31, 2022. In December 2022, the FASB issued ASU 2022-06 which defers the sunset date of the guidance included in Topic 848 from December 31, 2022 to December 31, 2024. The Company does not expect the planned discontinuation of LIBOR to have a material impact on interest payments incurred under the Credit Agreement (as defined below). Refer to Note 13 for further details. The discontinuation of LIBOR is expected to occur as of June 30, 2023. In the second quarter of 2022, the Company elected to apply the optional expedients for the assessment of hedge effectiveness for cash flow hedges affected by reference rate reform. Recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification (“ASC”)), the American Institute of Certified Public Accountants and the Securities and Exchange Commission did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Depreciation and Amortization Periods for Property, Plant and Equipment | Depreciation and amortization periods for the Company’s property, plant and equipment are as follows: Buildings 40 years Land improvements 10 years Machinery and equipment 5 to 7 years Furniture and fixtures 3 to 10 years Computer equipment 3 years Software 3 years Trade show equipment 3 years |
Net Income per Share (Tables)
Net Income per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income per Share | The following table presents basic and diluted net income per share for the years ended December 31, 2022, 2021 and 2020 (in thousands, except share and per share data): For the Years Ended December 31, 2022 2021 2020 Basic net income per share calculation: Numerator - net income $ 521,482 $ 534,491 $ 389,796 Denominator - weighted average of ordinary shares outstanding 229,108,881 225,551,410 203,967,246 Basic net income per share $ 2.28 $ 2.37 $ 1.91 For the Years Ended December 31, 2022 2021 2020 Diluted net income per share calculation: Numerator - net income $ 521,482 $ 534,491 $ 389,796 Denominator - weighted average of ordinary shares outstanding 235,239,651 235,680,483 215,308,768 Diluted net income per share $ 2.22 $ 2.27 $ 1.81 |
Schedule of Outstanding Securities Excluded from Computation of Diluted Income (Loss) Per Ordinary Share | The outstanding securities listed in the table below were excluded from the computation of diluted net income per ordinary share for the years ended December 31, 2022, 2021 and 2020 due to being anti-dilutive: For the Years Ended December 31, 2022 2021 2020 Stock options 288,943 397,576 44,670 Restricted stock units 2,707,169 1,557,405 2,398,710 Performance stock units 356,618 791,747 790,949 Employee share purchase plan shares 604,563 295,050 18,618 2.50 % Exchangeable Senior Notes due 2022 — — 6,862,376 3,957,293 3,041,778 10,115,323 |
Acquisitions, Divestitures an_2
Acquisitions, Divestitures and Other Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EirGen Pharma Limited [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes fair values of assets acquired as of the acquisition date (in thousands): Construction in process $ 22,736 Buildings 21,550 Furniture and fixtures 1,089 Definite-lived intangible assets 21,794 Other 775 Total consideration $ 67,944 |
Viela Bio [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final values assigned to the assets acquired and the liabilities assumed by the Company along with the resulting goodwill before and after the measurement period adjustments (in thousands): Before Adjustments After Deferred tax liabilities, net $ ( 457,928 ) $ 6,589 $ ( 451,339 ) Accrued expenses and other current liabilities ( 73,401 ) ( 335 ) ( 73,736 ) Other long-term liabilities ( 22,631 ) — ( 22,631 ) Accounts payable ( 4,768 ) — ( 4,768 ) Accrued trade discounts and rebates ( 1,492 ) ( 373 ) ( 1,865 ) Marketable securities 400 — 400 Property, plant and equipment 1,747 — 1,747 Other long-term assets 3,253 1,613 4,866 Accounts receivable 8,053 ( 267 ) 7,786 Prepaid expenses and other current assets 16,444 152 16,596 Inventories 149,348 2,300 151,648 Cash and cash equivalents 342,347 — 342,347 In-process research and development 910,000 — 910,000 Developed technology 1,460,000 — 1,460,000 (Liabilities assumed) and assets acquired 2,331,372 9,679 2,341,051 Goodwill 662,719 ( 9,679 ) 653,040 Fair value of consideration paid $ 2,994,091 $ — $ 2,994,091 |
Schedule of Total Consideration for the Acquisitions | The total consideration for the acquisition was approximately $ 3.0 billion, including cash acquired of $ 342.3 million, and was composed of the following (in thousands): Equity value ( 54,988,820 shares at $ 53.00 per share) $ 2,914,407 Net settlements on the exercise of stock options 78,554 Consideration for exchange of Viela stock options 1,130 Total consideration $ 2,994,091 |
Gain (Loss) on Sale of Assets | The following table presents certain pro forma combined results of the Company and Viela for the years ended December 31, 2021 and 2020 as if the acquisition of Viela had occurred on January 1, 2020 (in thousands): For the Year Ended December 31, 2021 2020 As reported Pro forma adjustments Pro forma As reported Pro forma adjustments Pro forma Net sales $ 3,226,410 $ 10,588 $ 3,236,998 $ 2,200,429 $ 11,652 $ 2,212,081 Net income 534,491 ( 30,804 ) 503,687 389,796 ( 291,730 ) 98,066 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Raw materials $ 44,230 $ 43,366 Work-in-process 25,232 101,719 Finished goods 100,097 80,645 Inventories, net $ 169,559 $ 225,730 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Deferred charge for taxes on intercompany profit $ 164,771 $ 66,175 Advance payments for inventory 156,824 160,103 Rabbi trust assets 28,227 26,519 Prepaid income taxes and income tax receivable 9,835 36,388 Other prepaid expenses and other current assets 89,692 67,921 Prepaid expenses and other current assets $ 449,349 $ 357,106 Deferred charge for taxes on intercompany profit increased $ 98.6 million, from $ 66.2 million during the year ended December 31, 2021 to $ 164.8 million during the year ended December 31, 2022 due to an increase in tax benefit related to deferred charges for taxes on higher intercompany inventory transfers. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Buildings $ 173,560 $ 174,209 Construction in process 88,825 28,210 Land and land improvements 44,323 40,468 Leasehold improvements 24,428 23,801 Machinery and equipment 22,865 18,390 Furniture and fixtures 20,318 19,318 Software 13,332 13,388 Other 11,966 10,418 399,617 328,202 Less accumulated depreciation ( 59,108 ) ( 35,904 ) Property, plant and equipment, net $ 340,509 $ 292,298 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill for Reportable Segments | The table below presents goodwill for the Company as of December 31, 2022 (in thousands): Total Balance at December 31, 2021 $ 1,066,709 Goodwill impairment during the year ( 56,171 ) Balance at December 31, 2022 $ 1,010,538 |
Amortizable Intangible Assets | Intangible assets as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Cost Basis Accumulated Net Book Cost Basis Accumulated Net Book Developed technology (1) $ 4,650,292 $ ( 2,005,327 ) $ 2,644,965 $ 4,579,171 $ ( 1,642,427 ) $ 2,936,744 In-process research and development (1) 810,000 — 810,000 880,000 — 880,000 Other intangibles 29,894 ( 10,082 ) 19,812 29,894 ( 6,520 ) 23,374 Total intangible assets $ 5,490,186 $ ( 2,015,409 ) $ 3,474,777 $ 5,489,065 $ ( 1,648,947 ) $ 3,840,118 (1) In April 2022, the European Commission issued a legally binding decision based on the favorable recommendation of the CHMP of the EMA to grant a MA for UPLIZNA for the treatment of adult patients with NMOSD in the EU. As a result, the Company transferred $ 70.0 million of IPR&D to developed technology in the second quarter of 2022. As of December 31, 2022, the remaining IPR&D relating to the Viela acquisition was $ 810.0 million. |
Estimated Future Amortization Expense | As of December 31, 2022 , estimated future amortization expense was as follows (in thousands): 2023 $ 359,377 2024 359,377 2025 359,377 2026 304,114 2027 253,637 Thereafter 1,028,895 Total $ 2,664,777 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Payroll-related expenses $ 121,066 $ 147,439 Accrued royalties 106,126 108,215 R&D and manufacturing programs 66,725 54,076 Consulting and professional services 28,915 33,334 Allowances for returns 28,347 33,881 Accrued interest 15,130 14,989 Accrued upfront and milestone payments 15,000 35,100 Refund liability (1) 12,218 16,711 Advertising and marketing 12,030 16,930 Pricing review liability — 21,075 Accrued other 52,000 41,265 Accrued expenses and other current liabilities $ 457,557 $ 523,015 (1) The refund liability represents the amount of consideration that the Company may need to refund to MTPC if it does not sell the product that was shipped to MTPC. The refund liability is remeasured at each reporting date to reflect changes in the estimate of variable consideration, with a corresponding adjustment to revenue. Amounts expected to be settled within the 12 months following the balance sheet date are classified as current liabilities in the accompanying balance sheets. Amounts not expected to be settled within the 12 months following the consolidated balance sheet date are classified as long-term liabilities. The following represents the changes to the refund liability for the year ended December 31, 2022 (in thousands): Refund liability at December 31, 2021 $ 16,711 Shipments during the year ended December 31, 2022 14,892 Remeasurement of refund liability recognized as revenue ( 11,194 ) Refund liability at December 31, 2022 $ 20,409 Less: current portion 12,218 Refund liability, net of current portion $ 8,191 |
Accrued Trade Discounts and R_2
Accrued Trade Discounts and Rebates (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Payroll-related expenses $ 121,066 $ 147,439 Accrued royalties 106,126 108,215 R&D and manufacturing programs 66,725 54,076 Consulting and professional services 28,915 33,334 Allowances for returns 28,347 33,881 Accrued interest 15,130 14,989 Accrued upfront and milestone payments 15,000 35,100 Refund liability (1) 12,218 16,711 Advertising and marketing 12,030 16,930 Pricing review liability — 21,075 Accrued other 52,000 41,265 Accrued expenses and other current liabilities $ 457,557 $ 523,015 (1) The refund liability represents the amount of consideration that the Company may need to refund to MTPC if it does not sell the product that was shipped to MTPC. The refund liability is remeasured at each reporting date to reflect changes in the estimate of variable consideration, with a corresponding adjustment to revenue. Amounts expected to be settled within the 12 months following the balance sheet date are classified as current liabilities in the accompanying balance sheets. Amounts not expected to be settled within the 12 months following the consolidated balance sheet date are classified as long-term liabilities. The following represents the changes to the refund liability for the year ended December 31, 2022 (in thousands): Refund liability at December 31, 2021 $ 16,711 Shipments during the year ended December 31, 2022 14,892 Remeasurement of refund liability recognized as revenue ( 11,194 ) Refund liability at December 31, 2022 $ 20,409 Less: current portion 12,218 Refund liability, net of current portion $ 8,191 |
Accrued Trade Discounts and Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued trade discounts and rebates as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Accrued government rebates and chargebacks $ 235,216 $ 222,632 Accrued commercial rebates and wholesaler fees 39,965 48,761 Accrued co-pay and other patient assistance 44,599 46,038 Accrued trade discounts and rebates $ 319,780 $ 317,431 Invoiced commercial rebates and wholesaler fees, 77,350 — Total customer-related accruals and allowances $ 397,130 $ 317,431 |
Customer-related Accruals and Allowances [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Customer-Related Accruals and Allowances | The following table summarizes changes in the Company’s customer-related accruals and allowances during the years ended December 31, 2022 and 2021 (in thousands): Government Rebates and Chargebacks Commercial Rebates and Wholesaler Fees Co-Pay and Other Patient Assistance Total Balance at December 31, 2020 $ 172,893 $ 84,098 $ 96,924 $ 353,915 Current provisions relating to sales during the year ended December 31, 2021 756,222 282,005 604,209 1,642,436 Adjustments relating to prior-year sales ( 21,077 ) ( 2,921 ) ( 4,516 ) ( 28,514 ) Payments relating to sales during the year ended ( 538,086 ) ( 233,314 ) ( 558,182 ) ( 1,329,582 ) Payments relating to prior-year sales ( 148,731 ) ( 81,177 ) ( 92,408 ) ( 322,316 ) Viela acquisition on March 15, 2021 1,411 70 11 1,492 Balance at December 31, 2021 $ 222,632 $ 48,761 $ 46,038 $ 317,431 Current provisions relating to sales during the year ended December 31, 2022 823,299 195,937 345,430 1,364,666 Adjustments relating to prior-year sales ( 30,405 ) 2,118 ( 3,497 ) ( 31,784 ) Payments relating to sales during the year ended ( 529,311 ) ( 153,462 ) ( 290,028 ) ( 972,801 ) Payments relating to prior-year sales ( 190,657 ) ( 47,195 ) ( 42,530 ) ( 280,382 ) Balance at December 31, 2022 $ 295,558 $ 46,159 $ 55,413 $ 397,130 |
Segment and Other Information (
Segment and Other Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by Medicine | The following table reflects net sales by medicine for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 TEPEZZA $ 1,965,711 $ 1,661,299 $ 820,008 KRYSTEXXA 716,167 565,452 405,849 RAVICTI 325,652 291,945 261,615 PROCYSBI 209,990 189,965 170,102 UPLIZNA (1) 154,622 60,805 — ACTIMMUNE 126,080 117,164 118,834 PENNSAID 2% 73,774 191,621 178,011 RAYOS 41,882 56,851 71,811 BUPHENYL 7,332 7,860 10,549 DUEXIS 4,901 74,023 125,331 VIMOVO 1,851 8,397 37,621 QUINSAIR 1,082 1,028 698 Total net sales $ 3,629,044 $ 3,226,410 $ 2,200,429 (1) UPLIZNA revenue is affected each reporting period by the changes in the estimate of variable consideration included in the remeasurement of the refund liability for shipments to MTPC. During the years ended December 31, 2022 and 2021, the Company recognized $ 11.2 million and $ 4.1 million, respectively, of revenue as a result of the changes in this estimate. The amount of variable consideration recognized is dependent on MTPC’s sales over which the Company has no direct control. |
Schedule of Gross Sales to Customers Included in Reportable Segments and All Other Customers as a Group | The following table presents the amount and percentage of gross sales to customers that represented more than 10 % of the Company’s gross sales included in its reporting segment, and all other customers as a group for the years ended December 31, 2022, 2021 and 2020 (in thousands, except percentages): Year Ended December 31, 2022 2021 2020 Amount % of Gross Sales Amount % of Gross Sales Amount % of Gross Sales Customer A $ 1,361,445 27 % $ 1,300,020 26 % $ 959,066 24 % Customer B 1,148,355 23 % 1,412,007 29 % 1,298,128 32 % Customer C 1,103,785 22 % 917,535 19 % 772,724 19 % Customer D 954,733 19 % 839,863 17 % 521,425 13 % Other customers 453,959 9 % 434,204 9 % 488,088 12 % Gross sales $ 5,022,277 100 % $ 4,903,629 100 % $ 4,039,431 100 % |
Summary of Net Sales Attributed to Geographic Sources | Geographic revenues are determined based on the country in which the Company’s customers are located. The following table presents a summary of net sales attributed to geographic sources for the years ended December 31, 2022, 2021 and 2020 (in thousands, except percentages): Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Amount % of Total Amount % of Total Amount % of Total United States $ 3,589,510 99 % $ 3,210,020 100 % $ 2,191,111 100 % Rest of world 39,534 1 % 16,390 * 9,318 * $ 3,629,044 $ 3,226,410 $ 2,200,429 *Less than 1% |
Summary of Total Long-Lived Assets by Location | The following table presents total tangible long-lived assets by location as of the years ended December 31, 2022, 2021 and 2020 (in thousands): As of December 31, 2022 2021 2020 United States $ 249,997 $ 239,440 $ 214,563 Ireland 189,926 128,498 8,726 Other 77 74 154 Total long-lived assets (1) $ 440,000 $ 368,012 $ 223,443 (1) Long-lived assets consist of property, plant and equipment and right-of-use lease assets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 2,151,500 $ — $ — $ 2,151,500 Interest rate swap contracts — 30,348 — 30,348 Equity securities (1) 6,997 — — 6,997 Foreign currency contracts — 181 — 181 Other current assets 28,227 — — 28,227 Total assets at fair value $ 2,186,724 $ 30,529 $ — $ 2,217,253 Liabilities: Other long-term liabilities ( 28,227 ) — — ( 28,227 ) Total liabilities at fair value $ ( 28,227 ) $ — $ — $ ( 28,227 ) December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,367,500 $ — $ — $ 1,367,500 Equity securities (1) 13,185 — — 13,185 Bank time deposits — 11,867 — 11,867 Other current assets 26,519 — — 26,519 Total assets at fair value $ 1,407,204 $ 11,867 $ — $ 1,419,071 Liabilities: Other long-term liabilities ( 26,519 ) — — ( 26,519 ) Total liabilities at fair value $ ( 26,519 ) $ — $ — $ ( 26,519 ) (1) The Company held investments in equity securities with readily determinable fair values of $ 7.0 million and $ 13.2 million as of December 31, 2022 and 2021, respectively, which are included in other long-term assets in the consolidated balance sheets. For the years ended December 31, 2022 and 2021 , the Company recognized net unrealized (losses) gains of $ 6.2 million and $ 1.3 million, respectively, in the other (expense) income, net line item of the Company’s consolidated statement of comprehensive income, due to the change in fair value of these securities. There were no sales of equity securities for the years ended December 31, 2022 and 2021 . |
Debt Agreements (Tables)
Debt Agreements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Outstanding Debt Balances | The Company’s outstanding debt balances as of December 31, 2022 and 2021 consisted of the following (in thousands): As of December 31, 2022 2021 Term Loan Facility due 2028 $ 1,572,000 $ 1,588,000 Term Loan Facility due 2026 418,026 418,026 Senior Notes due 2027 600,000 600,000 Total face value 2,590,026 2,606,026 Debt discount ( 9,627 ) ( 12,164 ) Deferred financing fees ( 17,562 ) ( 22,629 ) Total long-term debt 2,562,837 2,571,233 Less: current maturities 16,000 16,000 Long-term debt, net of current maturities $ 2,546,837 $ 2,555,233 |
Schedule of Maturities of Long-term Debt | Scheduled maturities with respect to the Company’s long-term debt are as follows (in thousands): 2023 $ ( 16,000 ) 2024 ( 16,000 ) 2025 ( 16,000 ) 2026 ( 434,026 ) 2027 ( 616,000 ) Thereafter ( 1,492,000 ) Total $ ( 2,590,026 ) |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summery of Amounts and Locations of Derivative Instruments on Condensed Consolidated Balance Sheet | The following table summarizes the amounts and locations of the Company’s derivative instruments on the consolidated balance sheet as of December 31, 2022 (in thousands): Fair value - Fair value - Balance sheet location December 31, 2022 Balance sheet location December 31, 2022 Interest rate swap contracts Designated as cash flow hedges Prepaid expenses and other current assets $ 15,520 Accrued expenses and other current liabilities $ — Designated as cash flow hedges Other long-term assets 14,828 Other long-term liabilities — Foreign currency forward contracts Not designated as hedges Prepaid expenses and other current assets 181 Accrued expenses and other current liabilities — Total derivatives $ 30,529 $ — |
Summery of Pre-tax Amount and Locations of Derivative Instrument Net Gains (Losses) Recognized in the Condensed Consolidated Statement of Comprehensive Income | The following table summarizes the pre-tax amount and locations of derivative instrument net gains (losses) recognized in the consolidated statement of comprehensive income for the year ended December 31, 2022 (in thousands): Location For the year ended Interest rate swap contracts designated as cash flow hedges Interest expense, net $ 250 Foreign currency forward contracts not designated as cash flow hedges Foreign exchange loss ( 9,196 ) |
Summery of Pre-tax Amounts of Gains From Derivative Instruments Recognized in Other Comprehensive Income (Loss) | The following table presents the pre-tax amounts of gains from derivative instruments recognized in other comprehensive income (loss) for the year ended December 31, 2022 (in thousands): For the year ended Interest rate swap contracts designated as cash flow hedges $ 30,348 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Office Space Lease Agreements in Place for Real Properties | As of December 31, 2022, the Company had the following office space lease agreements in place for real properties: Location Approximate Square Feet Lease Expiry Date Dublin, Ireland 80,000 July 1, 2032 to May 4, 2041 Lake Forest, Illinois 160,000 March 31, 2031 South San Francisco, California 40,000 December 31, 2031 Rockville, Maryland 42,000 August 31, 2024 to May 31, 2026 Chicago, Illinois 9,200 December 31, 2028 Washington, D.C. 6,000 September 30, 2024 Mannheim, Germany 4,800 December 31, 2023 |
Schedule of Lease Liabilities Recorded on the Balance Sheet | The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities recorded on the Company’s consolidated balance sheet as of December 31, 2022 (in thousands): 2023 $ 13,066 2024 14,107 2025 13,581 2026 13,210 2027 13,368 Thereafter 90,210 Total lease payments 157,542 Imputed interest ( 35,459 ) Total lease liabilities $ 122,083 |
Share-Based and Long-Term Inc_2
Share-Based and Long-Term Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Estimated Fair Value of Converted Stock Options Using Hull-White Model in Binomial Lattice Option Pricing Framework | The estimated fair value of the converted stock options was determined using a Hull-White model in a binomial lattice option pricing framework with the following weighted average assumptions: Stock price (closing stock price on March 14, 2021) $ 91.78 Weighted average fair value of converted stock options $ 26.05 to $ 87.84 Risk-free interest rate 0.04 % to 1.62 % Expected stock price volatility 50.06 % to 65.18 % Dividend yield — Term to expiration 0.25 years to 9.75 years |
Summary of Stock Option Activity | The following table summarizes stock option activity during the year ended December 31, 2022: Weighted Average Weighted Contractual Term Aggregate Average Remaining Intrinsic Value Options Exercise Price (in years) (in thousands) Outstanding as of December 31, 2021 6,209,583 $ 23.91 3.95 $ 520,651 Exercised ( 1,328,694 ) 22.42 — — Forfeited ( 43,690 ) 53.90 — — Expired ( 6,967 ) 30.81 — — Outstanding as of December 31, 2022 4,830,232 24.04 2.91 $ 433,552 Exercisable as of December 31, 2022 4,709,528 $ 23.31 2.80 $ 426,145 |
Summary of Outstanding Stock Options | The following table summarizes the Company’s outstanding stock options at December 31, 2022: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Average Weighted Remaining Average Remaining Number of options Average Contractual Number Exercise Contractual Exercise Price Ranges outstanding Exercise Price Term (in years) Exercisable Price Term (in years) $ 2.01 - $ 4.00 2,350 $ 3.74 0.85 2,350 $ 3.74 0.85 $ 4.01 - $ 8.00 44,210 4.83 4.42 44,210 4.83 4.42 $ 8.01 - $ 12.00 33,711 8.78 2.23 32,141 8.79 2.04 $ 12.01 - $ 17.00 819,991 14.27 3.84 805,871 14.25 3.79 $ 17.01 - $ 22.00 467,094 17.98 3.56 467,094 17.98 3.56 $ 22.01 - $ 28.00 1,565,300 22.30 2.33 1,548,379 22.26 2.29 $ 28.01 - $ 36.00 1,719,794 28.60 2.35 1,719,794 28.60 2.35 $ 42.01 - $ 81.00 177,782 64.19 7.10 89,689 64.19 6.95 4,830,232 $ 24.04 2.91 4,709,528 $ 23.31 2.80 |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the year ended December 31, 2022: Weighted Average Number of Grant-Date Fair Units Value Per Unit Outstanding as of December 31, 2021 4,412,681 $ 52.67 Granted 2,034,407 97.91 Vested ( 2,487,884 ) 45.08 Forfeited ( 492,932 ) 79.93 Outstanding as of December 31, 2022 3,466,272 $ 80.84 |
Summary of Performance Stock Unit Awards (PSUs) Activity | The following table summarizes performance stock unit awards (“PSUs”) activity for the year ended December 31, 2022: Weighted Recorded Average Weighted Grant-Date Average Average Number Fair Value Illiquidity Fair Value of Units Per Unit Discount Per Unit Outstanding as of December 31, 2021 1,528,216 Granted 309,470 $ 138.41 4.65 % $ 131.98 Forfeited ( 53,233 ) 105.34 6.50 % 98.49 Vested ( 1,006,112 ) 35.47 6.04 % 33.32 Performance Based Adjustment (1) 455,243 49.75 7.83 % 45.85 Outstanding as of December 31, 2022 1,233,584 (1) Represents adjustment based on meeting total shareholder return (“TSR”) performance at 200 % for the PSUs that were awarded to key executive participants on January 4, 2019, meeting TSR performance at 200 % for the PSUs awarded to key executive participants on January 4, 2020 and performance criteria meeting at 200 % of R&D PSUs awarded to key executive participants on January 4, 2021. |
Summary of Significant Valuation Assumptions Related to 2022 Relative TSR PSUs | All PSUs outstanding on December 31, 2022 may vest in a range of between 0 % and 200 %, with the exception of certain modified PSUs granted in 2020 and based on net sales which were capped at 150 %. The Company accounts for all PSUs as equity-settled awards in accordance with ASC 718, Compensation-Stock Compensation . Because the value of the 2022 Relative TSR PSUs is dependent upon the attainment of a level of TSR, it requires the impact of the market condition to be considered when estimating the fair value on the grant date. As a result, the Monte Carlo model is applied and the most significant valuation assumptions used related to the 2022 Relative TSR PSUs during the year ended December 31, 2022, include: Valuation date stock price $ 105.97 Expected volatility 45.01 % Risk free rate 1.01 % |
Summary of Share-Based Compensation Expense | The following table summarizes share-based compensation expense included in the Company’s consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 (in thousands): For the Years Ended December 31, 2022 2021 2020 Cost of goods sold $ 8,913 $ 8,699 $ 7,203 Research and development 27,831 39,544 13,973 Selling, general and administrative 145,356 170,843 125,451 Total share-based compensation expense $ 182,100 $ 219,086 $ 146,627 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Company's Income Before Expense (Benefit) for Income Taxes | The Company’s income before expense (benefit) for income taxes by jurisdiction for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands): For the Years Ended December 31, 2022 2021 2020 Ireland $ 1,081,966 $ 177,063 $ 94,527 United States ( 129,482 ) 35,711 ( 13,716 ) Other foreign ( 425,548 ) 250,053 320,834 Income before expense (benefit) for income taxes $ 526,936 $ 462,827 $ 401,645 |
Components of Expense (Benefit) for Income Taxes | The components of the expense (benefit) for income taxes were as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands): For the Years Ended December 31, 2022 2021 2020 Current expense (benefit) provision Ireland $ 27,926 $ ( 5,368 ) $ 14,413 U.S. – Federal and State 18,195 44,382 18,418 Other foreign ( 96,694 ) ( 12,976 ) ( 4,321 ) Total current expense (benefit) provision ( 50,573 ) 26,038 28,510 Deferred benefit provision Ireland 106,804 22,801 ( 15,844 ) U.S. – Federal and State ( 50,354 ) ( 120,532 ) ( 824 ) Other foreign ( 423 ) 29 7 Total deferred expense (benefit) provision 56,027 ( 97,702 ) ( 16,661 ) Total expense (benefit) for income taxes $ 5,454 $ ( 71,664 ) $ 11,849 |
Reconciliation Between Irish Statutory Rate and U.S Federal Statutory Income Tax Rate | A reconciliation between the Irish statutory income tax rate to the Company’s effective tax rate for 2022, 2021 and 2020 is as follows (in thousands): For the Years Ended December 31, 2022 2021 2020 Irish income tax at statutory rate (12.5%) $ 65,867 $ 57,853 $ 50,206 Foreign tax rate differential ( 54,685 ) ( 58,519 ) ( 52,300 ) Share-based compensation ( 53,129 ) ( 71,151 ) ( 23,793 ) Change in valuation allowances ( 18,945 ) 1,667 4,183 U.S. federal and state tax credits ( 12,461 ) ( 11,551 ) ( 13,809 ) Non-deductible in-process research and development costs — — 9,475 Write-off of U.S. deferred tax asset related to interest expense due to Anti-Hybrid Rules — — 15,250 Intercompany transfer and license of IP assets — 18,700 5,193 U.S. state income taxes 650 ( 6,798 ) 724 Uncertain tax positions 2,431 ( 5,150 ) 1,593 Other non-deductible expenses 4,423 4,880 1,440 Goodwill impairment 11,796 — — Change in U.S. state effective tax rate 27,533 ( 49,388 ) ( 1,737 ) Disqualified compensation expense 31,389 47,050 14,601 Other, net 585 743 823 Expense (benefit) for income taxes $ 5,454 $ ( 71,664 ) $ 11,849 Effective income tax rate 1.0 % ( 15.4 )% 3.0 % |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities, are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 34,299 $ 75,431 Accruals and reserves 80,849 37,175 Accrued compensation 43,567 60,827 Intercompany interest 39,977 34,777 U.S. federal and state credits 23,585 47,312 Other 4,105 6,790 Total deferred tax assets 226,382 262,312 Valuation allowance ( 18,726 ) ( 37,672 ) Deferred tax assets, net of valuation allowance $ 207,656 $ 224,640 Deferred tax liabilities: Intangible assets $ 90,533 $ 67,321 Property, plant and equipment 19,901 8,614 Interest rate swap 6,708 — Debt discount 717 1,062 Total deferred tax liabilities 117,859 76,997 Net deferred income tax asset $ ( 89,797 ) $ ( 147,643 ) |
Reconciliation of Beginning and Ending Amounts of Valuation Allowance | A reconciliation of the beginning and ending amounts of valuation allowances for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands): Valuation allowances at December 31, 2019 $ ( 29,268 ) Increase for 2020 activity ( 8,841 ) Release of valuation allowances 4,124 Valuation allowances at December 31, 2020 $ ( 33,985 ) Increase for 2021 activity ( 5,181 ) Release of valuation allowances 1,494 Valuation allowances at December 31, 2021 $ ( 37,672 ) Increase for 2022 activity ( 95 ) Release of valuation allowances 19,041 Valuation allowances at December 31, 2022 $ ( 18,726 ) |
Changes in Uncertain Income Tax Positions | The changes in the Company’s uncertain income tax positions for the years ended December 31, 2022, 2021 and 2020, excluding interest and penalties, consisted of the following (in thousands): For the Years Ended December 31, 2022 2021 2020 Beginning balance – uncertain tax positions $ 28,447 $ 29,431 $ 27,428 Tax positions in the year: Additions 3,893 3,838 3,837 Acquired uncertain tax positions — 4,220 — Tax positions related to prior years: Additions — — — Settlements and lapses ( 1,931 ) ( 9,042 ) ( 1,834 ) Ending balance – uncertain tax positions $ 30,409 $ 28,447 $ 29,431 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Summary of Changes in Benefit Obligation | The following table summarizes the changes in benefit obligation for the years ended December 31, 2022 and 2021 for this plan (in thousands): For the Years Ended December 31, 2022 2021 Benefit obligation at beginning of year $ 16,906 $ — Prior service cost at initiation of plan — 15,625 Service cost 5,291 1,166 Interest cost 514 113 Actuarial (gain) loss ( 4,695 ) 16 Benefits paid net of participant contributions ( 11 ) ( 14 ) Benefit obligation at end of year $ 18,005 $ 16,906 |
Summary of Amounts Recognized in Consolidated Balance Sheets | The following table summarizes the amounts recognized in the consolidated balance sheets as of December 31, 2022 and 2021 for this plan (in thousands): As of December 31, 2022 2021 Accrued expenses and other current liabilities $ ( 236 ) $ ( 83 ) Other long-term liabilities ( 17,769 ) ( 16,823 ) Amounts recognized on the consolidated balance sheet $ ( 18,005 ) $ ( 16,906 ) |
Summary of Amounts Recognized in Accumulated Other Comprehensive Loss | The following table summarizes the amounts recognized in accumulated other comprehensive loss for the years ended December 31, 2022 and 2021 for this plan (in thousands): As of December 31, 2022 2021 Prior service cost $ 13,999 $ 15,300 Actuarial (gain) loss ( 4,679 ) 16 Accumulated other comprehensive loss before income taxes $ 9,320 $ 15,316 |
Summary of Total Benefit Payments, Which Reflect Expected Future Service, Expected to Be Paid to Plan Participants | The following table summarizes total benefit payments, which reflect expected future service, expected to be paid to plan participants (in thousands): 2023 $ 236 2024 423 2025 638 2026 1,015 2027 1,479 2028 to 2031 13,827 |
Summary of Net Period Benefit Cost Recognized and Amounts Recognized in Other Comprehensive (Income) Loss | The following table summarizes net period benefit cost recognized and the amounts recognized in other comprehensive (income) loss for the years ended December 31, 2022 and 2021 (in thousands): For the Years Ended December 31, 2022 2021 Service cost $ 5,291 $ 1,166 Interest cost 514 113 Amortization of prior service cost 1,301 325 Net periodic benefit cost 7,106 1,604 Prior service cost — 15,625 Amortization of prior service cost ( 1,301 ) ( 325 ) Actuarial (gain) loss ( 4,695 ) 16 Total recognized in other comprehensive (income) loss ( 5,996 ) 15,316 Total recognized in net periodic benefit cost and other comprehensive (income) loss $ 1,110 $ 16,920 |
Summary of Weighted-Average Assumptions and Health Care Cost Trend Rates Used to Determine Benefit Obligation | The following table summarizes weighted-average assumptions and health care cost trend rates used to determine the benefit obligation as of December 31, 2022 and 2021: As of December 31, 2022 2021 Discount rate 5.16 % 2.89 % Health care cost trend rate assumed for next year 6.06 % 6.29 % Rate to which the cost trend rate is assumed to decline (the “Ultimate trend rate”) 4.44 % 4.44 % Year that the rate reaches the ultimate trend rate 2030 2030 |
Summary of Weighted-Average Assumptions and Health Care Cost Trend Rates Used to Determine Net Periodic Benefit Costs | The following table summarizes weighted-average assumptions and health care cost trend rates used to determine the net periodic benefit costs for the years ended December 31, 2022 and 2021: For the Years Ended December 31, 2022 2021 Discount rate 2.89 % 2.89 % Health care cost trend rate assumed for next year 6.29 % 6.29 % Ultimate trend rate 4.44 % 4.44 % Year that the rate reaches the ultimate trend rate 2030 2030 |
Basis of Presentation and Bus_2
Basis of Presentation and Business Overview - Additional Information (Detail) - $ / shares | Dec. 12, 2022 | Mar. 14, 2021 |
Basis Of Presentation [Line Items] | ||
Share price | $ 91.78 | |
Ordinary Shares [Member] | ||
Basis Of Presentation [Line Items] | ||
Share price | $ 116.50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | |||
Dec. 30, 2022 Segment | Dec. 31, 2022 USD ($) Customer Segment | Dec. 31, 2021 USD ($) Customer | Dec. 31, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of reportable segments | Segment | 2 | 1 | ||
Cash discount to incentive for prompt payment | 2% | |||
Research and development expenses | $ 437,962 | $ 345,318 | $ 128,999 | |
Advertising expenses | 270,500 | 288,800 | 114,400 | |
Lease liabilities | 122,083 | |||
Right-of-use assets | $ 99,500 | 75,700 | ||
Lessee, operating lease, existence of option to extend | true | |||
Lessee, operating lease, existence of option to terminate | true | |||
Research and Development Expense [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Business acquisition, costs | $ 56,300 | $ 86,700 | $ 80,400 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of major customers for accounts receivable | Customer | 4 | 4 | ||
Four Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of concentration risk | 94% | 94% | ||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents maturity period | 3 months | |||
Useful life of intangible assets | 13 years | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Depreciation and Amortization Periods for Property, Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 40 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 7 years |
Land Improvements [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 10 years |
Computer Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Software [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Trade Show Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Net Income per Share - Basic an
Net Income per Share - Basic and Diluted Net Income per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basic net income per share calculation: | |||
Numerator - net income | $ 521,482 | $ 534,491 | $ 389,796 |
Denominator - weighted average of ordinary shares outstanding | 229,108,881 | 225,551,410 | 203,967,246 |
Basic net income per share | $ 2.28 | $ 2.37 | $ 1.91 |
Diluted net income per share calculation: | |||
Numerator - net income | $ 521,482 | $ 534,491 | $ 389,796 |
Denominator - weighted average of ordinary shares outstanding | 235,239,651 | 235,680,483 | 215,308,768 |
Diluted net income per share | $ 2.22 | $ 2.27 | $ 1.81 |
Net Income per Share - Schedule
Net Income per Share - Schedule of Outstanding Securities Excluded from Computation of Diluted Income per Ordinary Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 3,957,293 | 3,041,778 | 10,115,323 |
Employee Share Purchase Plans Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 604,563 | 295,050 | 18,618 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 288,943 | 397,576 | 44,670 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 2,707,169 | 1,557,405 | 2,398,710 |
Performance Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 356,618 | 791,747 | 790,949 |
2.50% Exchangeable Senior Notes due 2022 [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 6,862,376 |
Net Income per Share - Schedu_2
Net Income per Share - Schedule of Outstanding Securities Excluded from Computation of Diluted Income per Ordinary Share ( Parenthetical) (Detail) - Exchangeable Senior Notes [Member] | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Interest rate | 2.50% | 2.50% | 2.50% |
Maturity year of debt instrument | 2022 | 2022 | 2022 |
Net Income per Share - Addition
Net Income per Share - Additional Information (Detail) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Earnings Per Share [Line Items] | |||
Exchange price | $ 28.66 | ||
Exchangeable Senior Notes [Member] | |||
Earnings Per Share [Line Items] | |||
Interest rate | 2.50% | 2.50% | 2.50% |
Acquisitions, Divestitures an_3
Acquisitions, Divestitures and Other Arrangements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 15, 2021 USD ($) shares | Mar. 15, 2021 USD ($) $ / shares | Apr. 01, 2020 USD ($) | Jan. 02, 2020 USD ($) | May 08, 2017 USD ($) | Jul. 31, 2021 USD ($) | Apr. 30, 2020 USD ($) | Jul. 31, 2019 USD ($) | May 31, 2017 USD ($) | Dec. 31, 2022 USD ($) $ / shares $ / SFr $ / € | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / SFr | Mar. 31, 2020 USD ($) $ / SFr | Mar. 31, 2020 CHF (SFr) | Dec. 31, 2022 USD ($) $ / shares $ / SFr $ / € | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2021 USD ($) $ / SFr | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CHF (SFr) | Dec. 31, 2022 CHF (SFr) $ / SFr $ / € | Jun. 30, 2020 USD ($) | Jul. 16, 2019 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||||||||||
Total consideration | $ 399,617,000 | $ 328,202,000 | $ 399,617,000 | $ 328,202,000 | ||||||||||||||||||
Upfront cash payments | 64,026,000 | 76,596,000 | $ 169,852,000 | |||||||||||||||||||
Outstanding principal amount | 2,590,026,000 | 2,606,026,000 | 2,590,026,000 | 2,606,026,000 | $ 625,000,000 | |||||||||||||||||
Net loss | 2,000,000 | 4,883,000 | ||||||||||||||||||||
Milestone and royalty payments | $ 55,000,000 | |||||||||||||||||||||
Developed technology and other intangible assets, net | $ 2,664,777,000 | $ 2,960,118,000 | 2,664,777,000 | $ 2,960,118,000 | ||||||||||||||||||
Development Funding [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone incurred | 17,500,000 | |||||||||||||||||||||
Roche [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone incurred | $ 5,200,000 | SFr 5,000,000 | $ 46,500,000 | SFr 43,000,000 | ||||||||||||||||||
Currency exchange rate | 10,823 | 1.0382 | 10,823 | 10,823 | ||||||||||||||||||
Roche [Member] | U.S. Food and Drug Administration (FDA) Approval [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone incurred | $ 5,200,000 | SFr 5,000,000 | ||||||||||||||||||||
Currency exchange rate | $ / SFr | 1.0382 | 1.0382 | ||||||||||||||||||||
S R One And Lundbeckfond | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Developed technology and other intangible assets, net | $ 110,000,000 | |||||||||||||||||||||
Research and Development [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business acquisition, costs | $ 56,300,000 | $ 86,700,000 | 80,400,000 | |||||||||||||||||||
UPLIZNA [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Inventory, raw materials | $ 10,100,000 | $ 2,300,000 | 10,100,000 | 2,300,000 | ||||||||||||||||||
Inventory, work in Process, gross | 119,000,000 | 1,900,000 | 119,000,000 | 1,900,000 | ||||||||||||||||||
Inventories, net | 149,300,000 | 151,600,000 | 149,300,000 | 151,600,000 | ||||||||||||||||||
Inventory, finished goods, gross | $ 20,200,000 | 400,000 | 20,200,000 | 400,000 | ||||||||||||||||||
Inventory step-up expense | 91,700,000 | 27,600,000 | ||||||||||||||||||||
TEPEZZA [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Developed technology and other intangible assets, net | 120,800,000 | |||||||||||||||||||||
TEPEZZA [Member] | Roche [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone incurred | 53,800,000 | SFr 50,000,000 | ||||||||||||||||||||
T E P E Z Z A Developed Technology | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone incurred | $ 46,500,000 | SFr 43,000,000 | ||||||||||||||||||||
Currency exchange rate | $ / SFr | 1.0823 | 1.0823 | 1.0823 | |||||||||||||||||||
Viela Bio [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business Acquisition, Date of Acquisition Agreement | Mar. 15, 2021 | |||||||||||||||||||||
Share price | $ / shares | $ 53 | $ 53 | ||||||||||||||||||||
Outstanding principal amount | $ 1,600,000,000 | |||||||||||||||||||||
Total consideration for acquisition | $ 2,994,091,000 | |||||||||||||||||||||
Cash acquired from acquisition | $ 342,300,000 | |||||||||||||||||||||
Acquisition-related costs | 28,600,000 | |||||||||||||||||||||
Net reduction in goodwill | $ 9,700,000 | |||||||||||||||||||||
Acquisition-date fair value at a discount rate | 11.50% | 11.50% | ||||||||||||||||||||
Finite-lived intangible assets, remaining amortization period | 14 years | 14 years | ||||||||||||||||||||
Acquisition-date fair value at a discount rate | 23.80% | 23.80% | ||||||||||||||||||||
Deferred tax liability | $ 451,300,000 | $ 451,300,000 | ||||||||||||||||||||
Viela Bio [Member] | Acquisition Related Costs [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Net income, Pro forma | $ (86,600,000) | |||||||||||||||||||||
Viela Bio [Member] | Research and Development [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Acquisition-date fair value at a discount rate | 12.50% | 12.50% | ||||||||||||||||||||
Viela Bio [Member] | UPLIZNA [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Net sales minimum limit for royal payment | $ 500,000,000 | |||||||||||||||||||||
Curzion Pharmaceuticals Inc [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Upfront cash payment | 45,000,000 | |||||||||||||||||||||
Additional payment to be made upon attainment of development milestones | $ 15,000,000 | |||||||||||||||||||||
Upfront cash payments | $ 45,000,000 | |||||||||||||||||||||
RAVICTI And BUPHENYL [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone Payment | 5,400,000 | |||||||||||||||||||||
Net loss | 4,900,000 | |||||||||||||||||||||
River Vision [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Cash acquired from acquisition | $ 6,300,000 | |||||||||||||||||||||
Milestone Payment | $ 325,000,000 | 325,000,000 | $ 325,000,000 | |||||||||||||||||||
Percentage of equity interests acquired | 100% | |||||||||||||||||||||
Business acquisition agreement date | May 08, 2017 | |||||||||||||||||||||
Upfront cash payments | $ 150,300,000 | |||||||||||||||||||||
Percentage of net sales in earn-out payment | 3% | 3% | ||||||||||||||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | |||||||||||||||||||||
River Vision [Member] | U.S. Food and Drug Administration (FDA) Approval [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone Payment | 100,000,000 | $ 100,000,000 | 100,000,000 | |||||||||||||||||||
River Vision [Member] | Roche [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone Payment | SFr | SFr 103,000,000 | |||||||||||||||||||||
River Vision [Member] | S R One And Lundbeckfond | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Percentage of net sales in earn-out payment | 3% | 0.893% | ||||||||||||||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | $ 300,000,000 | ||||||||||||||||||||
Milestone incurred | 67,000,000 | |||||||||||||||||||||
River Vision [Member] | Teprotumumab [Member] | Net Sales Thresholds [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone Payment | $ 225,000,000 | 225,000,000 | 225,000,000 | |||||||||||||||||||
River Vision [Member] | TEPEZZA [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone incurred | 67,000,000 | |||||||||||||||||||||
Alpine [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Upfront cash payments | $ 25,000,000 | 15,000,000 | ||||||||||||||||||||
Payment for acquisition of IPR&D asset | 28,100,000 | |||||||||||||||||||||
Maximum amount eligible to receive per program | $ 381,000,000 | |||||||||||||||||||||
Total future success-based payments related to development, regulatory and commercial milestones | $ 1,520,000,000 | |||||||||||||||||||||
Alpine [Member] | Upfront Payment [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business acquisition, costs | 25,000,000 | |||||||||||||||||||||
Alpine [Member] | Premium Paid for Common Stock [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business acquisition, costs | 3,100,000 | |||||||||||||||||||||
Alpine [Member] | Other Long-Term Assets [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business acquisition, asset | 11,900,000 | 11,900,000 | ||||||||||||||||||||
Alpine [Member] | Private Placement [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Purchase of common stock shares | shares | 951,980 | |||||||||||||||||||||
Alpine [Member] | Research and Development [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business acquisition, costs | $ 28,100,000 | |||||||||||||||||||||
Arrowhead Pharmaceuticals [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Potential additional contingent consideration payment | $ 660,000,000 | |||||||||||||||||||||
Upfront cash payments | 40,000,000 | |||||||||||||||||||||
Upfront cash payment | $ 40,000,000 | |||||||||||||||||||||
Arrowhead Pharmaceuticals [Member] | Development Funding [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone incurred | $ 15,000,000 | |||||||||||||||||||||
Halozymes [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Potential additional contingent consideration payment | $ 160,000,000 | |||||||||||||||||||||
Upfront cash payments | 30,000,000 | |||||||||||||||||||||
Upfront cash payment | $ 30,000,000 | |||||||||||||||||||||
Xeris Pharmaceuticals, Inc [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone incurred | 6,000,000 | |||||||||||||||||||||
Xeris Pharmaceuticals, Inc [Member] | Upfront Payment [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business acquisition, costs | 2,750,000 | |||||||||||||||||||||
Q32 Bio Inc Collaboration and Option Agreement [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone incurred | 645,000,000 | |||||||||||||||||||||
Q32 Bio Inc Collaboration and Option Agreement [Member] | Upfront Payment [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business acquisition, costs | 15,000,000 | |||||||||||||||||||||
Q32 Bio Inc Collaboration and Option Agreement [Member] | Additional Staged Development Funding [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Milestone incurred | $ 22,500,000 | |||||||||||||||||||||
Ordinary Shares [Member] | Viela Bio [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Share price | $ / shares | $ 53 | |||||||||||||||||||||
EirGen Pharma Limited [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Total consideration | 67,900,000 | |||||||||||||||||||||
Upfront cash payments | 64,800,000 | |||||||||||||||||||||
Additional transaction cost | $ 3,100,000 | |||||||||||||||||||||
Finite-lived intangible assets, remaining amortization period | 16 years |
Acquisitions, Divestitures an_4
Acquisitions, Divestitures and Other Arrangements - Summary of Fair Values of Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total consideration | $ 399,617 | $ 328,202 | |
Construction in Process [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total consideration | 88,825 | 28,210 | |
Buildings [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total consideration | 173,560 | 174,209 | |
Furniture and Fixtures [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total consideration | $ 20,318 | $ 19,318 | |
EirGen Pharma Limited [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total consideration | $ 67,944 | ||
EirGen Pharma Limited [Member] | Construction in Process [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total consideration | 22,736 | ||
EirGen Pharma Limited [Member] | Buildings [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total consideration | 21,550 | ||
EirGen Pharma Limited [Member] | Furniture and Fixtures [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total consideration | 1,089 | ||
EirGen Pharma Limited [Member] | Other [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total consideration | 775 | ||
EirGen Pharma Limited [Member] | Definite-Lived Intangible Assets [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total consideration | $ 21,794 |
Acquisitions, Divestitures an_5
Acquisitions, Divestitures and Other Arrangements - Schedule of Total Consideration for the Acquisitions (Detail) - Viela Bio [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Equity value (54,988,820 shares at $53.00 per share) | $ 2,914,407 |
Net settlements on the exercise of stock options | 78,554 |
Consideration for exchange of Viela stock options | 1,130 |
Total consideration | $ 2,994,091 |
Acquisitions, Divestitures an_6
Acquisitions, Divestitures and Other Arrangements - Schedule of Total Consideration for the Acquisitions ((Parenthetical) (Detail) - Viela Bio [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Equity value, shares | shares | 54,988,820 |
Share price | $ / shares | $ 53 |
Acquisitions, Divestitures an_7
Acquisitions, Divestitures and Other Arrangements - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Goodwill | $ 1,010,538 | $ 1,066,709 |
Viela Bio [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Deferred tax liabilities, net | (451,300) | |
Viela Bio [Member] | Before [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Deferred tax liabilities, net | (457,928) | |
Accrued expenses and other current liabilities | (73,401) | |
Other long-term liabilities | (22,631) | |
Accounts payable | (4,768) | |
Accrued trade discounts and rebates | (1,492) | |
Marketable securities | 400 | |
Property, plant and equipment | 1,747 | |
Other assets | 3,253 | |
Accounts receivable | 8,053 | |
Prepaid expenses and other current assets | 16,444 | |
Inventories | 149,348 | |
Cash and cash equivalents | 342,347 | |
In-process research and development | 910,000 | |
Developed technology | 1,460,000 | |
(Liabilities assumed) and assets acquired | 2,331,372 | |
Goodwill | 662,719 | |
Fair value of consideration paid | 2,994,091 | |
Viela Bio [Member] | Adjustments [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Deferred tax liabilities, net | 6,589 | |
Accrued expenses and other current liabilities | (335) | |
Accrued trade discounts and rebates | (373) | |
Other assets | 1,613 | |
Accounts receivable | (267) | |
Prepaid expenses and other current assets | 152 | |
Inventories | 2,300 | |
(Liabilities assumed) and assets acquired | 9,679 | |
Goodwill | (9,679) | |
Viela Bio [Member] | After [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Deferred tax liabilities, net | (451,339) | |
Accrued expenses and other current liabilities | (73,736) | |
Other long-term liabilities | (22,631) | |
Accounts payable | (4,768) | |
Accrued trade discounts and rebates | (1,865) | |
Marketable securities | 400 | |
Property, plant and equipment | 1,747 | |
Other assets | 4,866 | |
Accounts receivable | 7,786 | |
Prepaid expenses and other current assets | 16,596 | |
Inventories | 151,648 | |
Cash and cash equivalents | 342,347 | |
In-process research and development | 910,000 | |
Developed technology | 1,460,000 | |
(Liabilities assumed) and assets acquired | 2,341,051 | |
Goodwill | 653,040 | |
Fair value of consideration paid | $ 2,994,091 |
Acquisitions, Divestitures an_8
Acquisitions, Divestitures and Other Arrangements - Summary Of Pro Forma Combined Results (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net sales | $ 3,629,044 | $ 3,226,410 | $ 2,200,429 |
Net income | 2,000 | 4,883 | |
As reported [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net sales | 3,226,410 | 2,200,429 | |
Net income | 534,491 | 389,796 | |
Pro forma adjustments [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net sales | 10,588 | 11,652 | |
Net income | (30,804) | (291,730) | |
Pro forma [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net sales | 3,236,998 | 2,212,081 | |
Net income | $ 503,687 | $ 98,066 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 44,230 | $ 43,366 |
Work-in-process | 25,232 | 101,719 |
Finished goods | 100,097 | 80,645 |
Inventories, net | $ 169,559 | $ 225,730 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory [Line Items] | ||
Inventories, net | $ 169,559 | $ 225,730 |
Inventory, raw materials | 44,230 | 43,366 |
Inventory, work in Process, gross | 25,232 | 101,719 |
Inventory, finished goods, gross | 100,097 | 80,645 |
Viela Bio [Member] | ||
Inventory [Line Items] | ||
Inventories, net | 151,600 | |
Inventory, raw materials | 10,100 | |
Inventory, work in Process, gross | 120,900 | |
Inventory, finished goods, gross | 20,600 | |
UPLIZNA [Member] | ||
Inventory [Line Items] | ||
Inventory set-up expense | $ 91,700 | $ 27,600 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred charge for taxes on intercompany profit | $ 164,771 | $ 66,175 |
Advance payments for inventory | 156,824 | 160,103 |
Rabbi trust assets | 28,227 | 26,519 |
Prepaid income taxes and income tax receivable | 9,835 | 36,388 |
Other prepaid expenses and other current assets | 89,692 | 67,921 |
Prepaid expenses and other current assets | $ 449,349 | $ 357,106 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Increase in deferred tax charge on intra company profits | $ 98,600 | |
Deferred charge for taxes on intercompany profit | $ 164,771 | $ 66,175 |
Property, Plant and Equipment -
Property, Plant and Equipment - Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 399,617 | $ 328,202 |
Less accumulated depreciation | (59,108) | (35,904) |
Property, plant and equipment, net | 340,509 | 292,298 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 173,560 | 174,209 |
Construction in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 88,825 | 28,210 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 44,323 | 40,468 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 24,428 | 23,801 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 22,865 | 18,390 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,318 | 19,318 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,332 | 13,388 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 11,966 | $ 10,418 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 23.9 | $ 17.5 | $ 24.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill for Reportable Segments (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Line Items] | |
Goodwill beginning balance | $ 1,066,709 |
Goodwill impairment during the year | (56,171) |
Goodwill ending balance | $ 1,010,538 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 15, 2021 | Jun. 30, 2022 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 1,010,538 | $ 1,066,709 | ||||
Impairment of goodwill | 56,171 | |||||
Amortization expense of developed technology | 366,500 | $ 336,300 | $ 255,100 | |||
UPLIZNA [Member] | Developed Technology [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Capitalized payments of intangible assets | $ 1,460,000 | |||||
EirGen Pharma Limited [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Capitalized payments of intangible assets | $ 21,800 | |||||
Finite-lived intangible assets, remaining amortization period | 16 years | |||||
Viela Acquisition [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Capitalized payments of intangible assets | $ 810,000 | |||||
Inflammation Reporting Unit | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment of goodwill | $ 56,200 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 5,490,186 | $ 5,489,065 |
Accumulated Amortization | (2,015,409) | (1,648,947) |
Net Book Value | 3,474,777 | 3,840,118 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 4,650,292 | 4,579,171 |
Accumulated Amortization | (2,005,327) | (1,642,427) |
Net Book Value | 2,644,965 | 2,936,744 |
In Process Research and Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 810,000 | 880,000 |
Net Book Value | 810,000 | 880,000 |
Other Intangibles [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 29,894 | 29,894 |
Accumulated Amortization | (10,082) | (6,520) |
Net Book Value | $ 19,812 | $ 23,374 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortizable Intangible Assets - (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 15, 2021 | Jun. 30, 2022 | Dec. 31, 2022 | |
Viela Acquisition | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 810 | ||
UPLIZNA [Member] | Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 1,460 | ||
Total consideration for acquisition | $ 70 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 359,377 | |
2024 | 359,377 | |
2025 | 359,377 | |
2026 | 304,114 | |
2027 | 253,637 | |
Thereafter | 1,028,895 | |
Total | $ 2,664,777 | $ 2,960,118 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Payroll-related expenses | $ 121,066 | $ 147,439 |
Accrued royalties | 106,126 | 108,215 |
R&D and manufacturing programs | 66,725 | 54,076 |
Consulting and professional services | 28,915 | 33,334 |
Allowances for returns | 28,347 | 33,881 |
Accrued interest | 15,130 | 14,989 |
Accrued upfront and milestone payments | 15,000 | 35,100 |
Refund liability | 12,218 | 16,711 |
Advertising and marketing | 12,030 | 16,930 |
Pricing review liability | 21,075 | |
Accrued other | 52,000 | 41,265 |
Accrued expenses and other current liabilities | $ 457,557 | $ 523,015 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Schedule of Changes to Refund Liability (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Payables and Accruals [Abstract] | |
Refund liability | $ 16,711 |
Shipments during the year ended December 31, 2022 | 14,892 |
Remeasurement of refund liability recognized as revenue | (11,194) |
Refund liability | 20,409 |
Less: current portion | 12,218 |
Refund liability, net of current portion | $ 8,191 |
Accrued Trade Discounts and R_3
Accrued Trade Discounts and Rebates - Schedule of Accrued Trade Discounts and Rebates (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Government Rebates and Chargebacks [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | $ 235,216 | $ 222,632 | |
Accrued Commercial Rebates and Wholesaler Fees [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 39,965 | 48,761 | |
Accrued Co-Pay and Other Patient Assistance [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 44,599 | 46,038 | |
Accrued Trade Discounts and Rebates [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 319,780 | 317,431 | |
Invoiced Commercial Rebates and Wholesaler Fees, Co-Pay and Other Patient Assistance, and Government Rebates and Chargebacks in Accounts Payable [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 77,350 | ||
Customer-related Accruals and Allowances [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | $ 397,130 | $ 317,431 | $ 353,915 |
Accrued Trade Discounts and R_4
Accrued Trade Discounts and Rebates - Schedule of Customer-Related Accruals and Allowances (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Government Rebates and Chargebacks [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | $ 222,632 | $ 172,893 |
Current provisions relating to sales | 823,299 | 756,222 |
Adjustments relating to prior-year sales | (30,405) | (21,077) |
Payments relating to sales | (529,311) | (538,086) |
Payments relating to prior-year sales | (190,657) | (148,731) |
Ending Balance | 295,558 | 222,632 |
Government Rebates and Chargebacks [Member] | Viela [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Viela acquisition | 1,411 | |
Commercial Rebates and Wholesaler Fees [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | 48,761 | 84,098 |
Current provisions relating to sales | 195,937 | 282,005 |
Adjustments relating to prior-year sales | 2,118 | (2,921) |
Payments relating to sales | (153,462) | (233,314) |
Payments relating to prior-year sales | (47,195) | (81,177) |
Ending Balance | 46,159 | 48,761 |
Commercial Rebates and Wholesaler Fees [Member] | Viela [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Viela acquisition | 70 | |
Co-Pay and Other Patient Assistance [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | 46,038 | 96,924 |
Current provisions relating to sales | 345,430 | 604,209 |
Adjustments relating to prior-year sales | (3,497) | (4,516) |
Payments relating to sales | (290,028) | (558,182) |
Payments relating to prior-year sales | (42,530) | (92,408) |
Ending Balance | 55,413 | 46,038 |
Co-Pay and Other Patient Assistance [Member] | Viela [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Viela acquisition | 11 | |
Customer-related Accruals and Allowances [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | 317,431 | 353,915 |
Current provisions relating to sales | 1,364,666 | 1,642,436 |
Adjustments relating to prior-year sales | (31,784) | (28,514) |
Payments relating to sales | (972,801) | (1,329,582) |
Payments relating to prior-year sales | (280,382) | (322,316) |
Ending Balance | $ 397,130 | 317,431 |
Customer-related Accruals and Allowances [Member] | Viela [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Viela acquisition | $ 1,492 |
Segment and Other Information -
Segment and Other Information - Additional Information (Detail) - Segment | 12 Months Ended | |||
Dec. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 2 | 1 | ||
Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated receivable/sales percentage to major customers | 100% | 100% | 100% | |
Customer Concentration Risk [Member] | Sales Revenue [Member] | Minimum [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated receivable/sales percentage to major customers | 10% |
Segment and Other Information_2
Segment and Other Information - Summary of Net Sales by Medicine (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total net sales | $ 3,629,044 | $ 3,226,410 | $ 2,200,429 |
TEPEZZA [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 1,965,711 | 1,661,299 | 820,008 |
KRYSTEXXA [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 716,167 | 565,452 | 405,849 |
RAVICTI [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 325,652 | 291,945 | 261,615 |
PROCYSBI [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 209,990 | 189,965 | 170,102 |
UPLIZNA [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 154,622 | 60,805 | |
ACTIMMUNE [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 126,080 | 117,164 | 118,834 |
PENNSAID 2% [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 73,774 | 191,621 | 178,011 |
RAYOS [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 41,882 | 56,851 | 71,811 |
BUPHENYL [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 7,332 | 7,860 | 10,549 |
DUEXIS [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 4,901 | 74,023 | 125,331 |
VIMOVO [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 1,851 | 8,397 | 37,621 |
QUINSAIR [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 1,082 | $ 1,028 | $ 698 |
Segment and Other Information_3
Segment and Other Information - Summary of Net Sales by Medicine (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
UPLIZNA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 11.2 | $ 4.1 |
Segment and Other Information_4
Segment and Other Information - Schedule of Gross Sales to Customers Included in Reportable Segments and All Other Customers as a Group (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 5,022,277 | $ 4,903,629 | $ 4,039,431 |
Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage of concentration risk | 100% | 100% | 100% |
Customer A [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 1,361,445 | $ 1,300,020 | $ 959,066 |
Customer A [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage of concentration risk | 27% | 26% | 24% |
Customer B [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 1,148,355 | $ 1,412,007 | $ 1,298,128 |
Customer B [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage of concentration risk | 23% | 29% | 32% |
Customer C [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 1,103,785 | $ 917,535 | $ 772,724 |
Customer C [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage of concentration risk | 22% | 19% | 19% |
Customer D [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 954,733 | $ 839,863 | $ 521,425 |
Customer D [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage of concentration risk | 19% | 17% | 13% |
Other Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 453,959 | $ 434,204 | $ 488,088 |
Other Customers [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage of concentration risk | 9% | 9% | 12% |
Segment and Other Information_5
Segment and Other Information - Summary of Net Sales Attributed to Geographic Sources (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total net sales | $ 3,629,044 | $ 3,226,410 | $ 2,200,429 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 3,589,510 | $ 3,210,020 | $ 2,191,111 |
United States [Member] | Geographic Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Net Sales, Percentage | 99% | 100% | 100% |
Rest of World [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 39,534 | $ 16,390 | $ 9,318 |
Rest of World [Member] | Geographic Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Net Sales, Percentage | 1% |
Segment and Other Information_6
Segment and Other Information - Summary of Total Long-Lived Assets by Location (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total long-lived assets | [1] | $ 440,000 | $ 368,012 | $ 223,443 |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total long-lived assets | 249,997 | 239,440 | 214,563 | |
Ireland [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total long-lived assets | 189,926 | 128,498 | 8,726 | |
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total long-lived assets | $ 77 | $ 74 | $ 154 | |
[1] Long-lived assets consist of property, plant and equipment and right-of-use lease assets. |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities at Fair Value on Recurring Basis (Detail) - Fair Value Measurements, Recurring Basis [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 2,217,253 | $ 1,419,071 |
Total liabilities at fair value | (28,227) | (26,519) |
Interest Rate Swap Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 30,348 | |
Foreign Exchange Forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 181 | |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 2,151,500 | 1,367,500 |
Bank Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 11,867 | |
Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 6,997 | 13,185 |
Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 28,227 | 26,519 |
Other Long-term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | (28,227) | (26,519) |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 2,186,724 | 1,407,204 |
Total liabilities at fair value | (28,227) | (26,519) |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 2,151,500 | 1,367,500 |
Level 1 [Member] | Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 6,997 | 13,185 |
Level 1 [Member] | Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 28,227 | 26,519 |
Level 1 [Member] | Other Long-term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | (28,227) | (26,519) |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 30,529 | 11,867 |
Level 2 [Member] | Interest Rate Swap Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 30,348 | |
Level 2 [Member] | Foreign Exchange Forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 181 | |
Level 2 [Member] | Bank Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 11,867 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and Liabilities at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Sales of equity securities | $ 0 | $ 0 |
Other Long-Term Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in equity securities held in fair value | 7,000,000 | 13,200,000 |
Other (Expense) Income, Net [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net unrealized (losses) gains on equity securities | $ 6,200,000 | $ 1,300,000 |
Debt Agreements - Outstanding D
Debt Agreements - Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 16, 2019 |
Debt Instrument [Line Items] | |||
Total face value | $ 2,590,026 | $ 2,606,026 | $ 625,000 |
Debt discount | (9,627) | (12,164) | |
Deferred financing fees | (17,562) | (22,629) | |
Total long-term debt | 2,562,837 | 2,571,233 | |
Less: current maturities | 16,000 | 16,000 | |
Long-term debt, net of current maturities | 2,546,837 | 2,555,233 | |
Term Loan Facility due 2028 [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 1,572,000 | 1,588,000 | |
Term Loan Facility due 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 418,026 | 418,026 | |
Senior Notes due 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | $ 600,000 | $ 600,000 |
Debt Agreements - Scheduled Mat
Debt Agreements - Scheduled Maturities of Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 16, 2019 |
Debt Disclosure [Abstract] | |||
2023 | $ (16,000) | ||
2024 | (16,000) | ||
2025 | (16,000) | ||
2026 | (434,026) | ||
2027 | (616,000) | ||
Thereafter | (1,492,000) | ||
Total | $ (2,590,026) | $ (2,606,026) | $ (625,000) |
Debt Agreements - Term Loan Fac
Debt Agreements - Term Loan Facility and Revolving Credit Facility - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||
Mar. 15, 2021 | Dec. 18, 2019 | Mar. 11, 2019 | Dec. 31, 2022 | Apr. 25, 2022 | Dec. 31, 2021 | Jul. 16, 2019 | |
Debt Instrument [Line Items] | |||||||
Outstanding principal amount | $ 2,590,026,000 | $ 2,606,026,000 | $ 625,000,000 | ||||
Derivative, Notional Amount | 800,000,000 | $ 800,000,000 | |||||
2028 Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal amount | $ 1,572,000,000 | 1,588,000,000 | |||||
Debt instrument, variable interest rate | 6.19% | ||||||
Debt instrument, effective interest rate | 6.42% | ||||||
2026 Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal amount | $ 418,026,000 | $ 418,026,000 | |||||
LIBOR floor rate | 0% | ||||||
Debt instrument variable rate | 2.25% | ||||||
Interest rate description | The 2026 Term Loans were incurred as a separate new class of term loans under the Credit Agreement with substantially the same terms as the previously outstanding senior secured term loans incurred on May 22, 2019 (the “Refinanced Loans”) to effectuate a repricing of the Refinanced Loans. The Borrower used the proceeds of the 2026 Term Loans to repay the Refinanced Loans, which totaled approximately $418.0 million. The 2026 Term Loans bear interest at a rate, at the Borrower’s option, equal to LIBOR plus 2.25% per annum (subject to a 0.00% LIBOR floor) or the adjusted base rate plus 1.25% per annum, with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00. | ||||||
Maturity date of debt instrument | May 22, 2026 | ||||||
Debt instrument, variable interest rate | 6.44% | ||||||
Debt instrument, effective interest rate | 6.72% | ||||||
2026 Term Loans [Member] | Scenario, Plan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate | 2% | ||||||
2026 Term Loans [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument leverage ratio | 2% | ||||||
2026 Term Loans [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument leverage ratio | 1% | ||||||
2026 Term Loans [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate | 1.25% | ||||||
2026 Term Loans [Member] | Base Rate [Member] | Scenario, Plan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate | 1% | ||||||
Refinancing Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility borrowing capacity | $ 418,000,000 | ||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
LIBOR floor rate | 0.50% | ||||||
Debt instrument variable rate | 2% | ||||||
Interest rate description | The 2028 Term Loans were incurred as a separate class of term loans under the Credit Agreement with substantially the same terms of the 2026 Term Loans. The Borrower used the proceeds of the 2028 Term Loans to fund a portion of the consideration payable in the acquisition of Viela. The 2028 Term Loans bear interest at a rate, at Borrower’s option, equal to LIBOR, plus 2.00% per annum (subject to a 0.50% LIBOR floor) or the adjusted base rate plus 1.00% per annum, with a step-down to LIBOR plus 1.75% per annum or the adjusted base rate plus 0.75% per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00. The adjusted base rate is defined as the greatest of (a) LIBOR (using one-month interest period) plus 1.00%, (b) the prime rate, (c) the federal funds rate plus 0.50%, and (d) 1.00%. | ||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | Scenario, Plan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate | 1.75% | ||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument leverage ratio | 2% | ||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument leverage ratio | 1% | ||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate | 1% | ||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | Scenario, Plan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate | 0.75% | ||||||
2026 Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
LIBOR floor rate | 0% | ||||||
Interest rate description | he loans under the Revolving Credit Facility bear interest, at the Borrower’s option, at a rate equal to either LIBOR plus an applicable margin of 2.25% per annum (subject to a LIBOR floor of 0.00%), or the adjusted base rate plus 1.25% per annum, with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00. | ||||||
Minimum percentage of total commitments | 25% | ||||||
2026 Term Loans [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Leverage ratio less than applicable margin | 1% | ||||||
2026 Term Loans [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Leverage ratio less than applicable margin | 2% | ||||||
2026 Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate | 2.25% | ||||||
2026 Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | Scenario, Plan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate | 2% | ||||||
2026 Term Loans [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate | 1.25% | ||||||
2026 Term Loans [Member] | Base Rate [Member] | Scenario, Plan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument variable rate | 1% | ||||||
Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from debt issuances, percentage on excess cash flow | 50% | ||||||
Proceeds from debt issuances, reduction percentage on excess cash flow | 25% | ||||||
Proceeds from debt issuances, percentage on first lien leverage ratio | 0% | ||||||
Credit agreement, description | The Borrower is permitted to make voluntary prepayments of the loans under the Credit Agreement at any time without payment of a premium. The Borrower is required to make mandatory prepayments of loans under the Credit Agreement (without payment of a premium) with (a) net cash proceeds from certain non-ordinary course asset sales (subject to reinvestment rights and other exceptions), (b) casualty proceeds and condemnation awards (subject to reinvestment rights and other exceptions), (c) net cash proceeds from issuances of debt (other than certain permitted debt), and (d) 50% of the Company’s excess cash flow (subject to a decrease to 25% or 0% if the Company’s first lien leverage ratio is less than 2.25:1 or 1.75:1, respectively). The 2028 Term Loans will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount thereof, with any remaining balance payable on March 15, 2028, the final maturity date of the 2028 Term Loans. The principal amount of the 2026 Term Loans is due and payable on May 22, 2026, the final maturity date of the 2026 Term Loans. | ||||||
Credit Agreement [Member] | Horizon Pharma Subsidiaries [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Cut off percentage for defining limited liability subsidiaries, portion of capital stock held maximum | 65% | ||||||
Credit Agreement [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
First lien leverage ratio | 175% | ||||||
Credit Agreement [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
First lien leverage ratio | 225% | ||||||
Horizon Therapeutics USA, Inc. [Member] | 2028 Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal amount | $ 1,600,000,000 | ||||||
Horizon Therapeutics USA, Inc. [Member] | 2026 Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility borrowing capacity | $ 418,000,000 | ||||||
Horizon Therapeutics USA, Inc. [Member] | New Incremental Revolving Commitments [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 200,000,000 | ||||||
Line of credit facility additional borrowing capacity | $ 275,000,000 | ||||||
Line of credit facility termination period | 2024-03 | ||||||
Horizon Therapeutics USA, Inc. [Member] | Letter of Credit Sub-facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility additional borrowing capacity | $ 50,000,000 | ||||||
Hyperion Therapeutics, Inc. [Member] | 2028 Term Loans [Member] | Underwritten Public Offering | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, fair value | $ 1,570,000,000 | ||||||
Hyperion Therapeutics, Inc. [Member] | 2026 Term Loans [Member] | Underwritten Public Offering | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, fair value | $ 417,500,000 |
Debt Agreements - 2027 Senior N
Debt Agreements - 2027 Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 16, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Senior notes | $ 2,546,837 | $ 2,555,233 | |
Outstanding principal amount | $ 625,000 | $ 2,590,026 | $ 2,606,026 |
Senior Secured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding principal amount | $ 100,000 | ||
2027 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.50% | 5.50% | |
Cash on hand | $ 65,000 | ||
Debt instrument, frequency of periodic payment | semiannually | ||
Debt instrument redemption description | Some or all of the 2027 Senior Notes may be redeemed at any time at specified redemption prices, plus accrued and unpaid interest to the redemption date. In addition, the 2027 Senior Notes may be redeemed in whole but not in part at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, if on the next date on which any amount would be payable in respect of the 2027 Senior Notes, HTUSA or any guarantor is or would be required to pay additional amounts as a result of certain tax related events. | ||
Debt instrument, effective interest rate | 5.76% | ||
Debt instrument, fair value | $ 616,500 | ||
2023 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.625% | ||
Outstanding principal amount | $ 225,000 | ||
2024 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 8.75% | ||
Outstanding principal amount | $ 300,000 | ||
Horizon Pharma USA Inc [Member] | 2027 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 600,000 | ||
Interest rate | 5.50% | ||
Maturity date of debt instrument | Aug. 01, 2027 | ||
Debt instrument redemption description | If the Company undergoes a change of control, HTUSA will be required to make an offer to purchase all of the 2027 Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the repurchase date, subject to certain exceptions. If the Company or certain of its subsidiaries engages in certain asset sales, HTUSA will be required under certain circumstances to make an offer to purchase the 2027 Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date | ||
Redemption price percentage of principal amount of debt instrument on change of control | 101% |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Detail) € in Millions, SFr in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 CHF (SFr) | Apr. 25, 2022 USD ($) | |
Derivative [Line Items] | ||||
Derivative notional amount | $ 800,000,000 | $ 800,000,000 | ||
Amount excluded from assessment of effectiveness for cash flow hedges | $ 0 | |||
Terms of cash flow hedge | net for interest rate swap cash flow hedges within the next 12 months | net for interest rate swap cash flow hedges within the next 12 months | net for interest rate swap cash flow hedges within the next 12 months | |
Interest Rate Swap Contracts [Member] | Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Derivative notional amount | $ 800,000,000 | |||
Net gains on pretax expected to reclassify in to interest expenses | $ 15,500,000 | |||
Interest Rate Swap Contracts [Member] | Cash Flow Hedging [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Derivative [Line Items] | ||||
Debt instrument variable rate | 2.80% | 2.80% | 2.80% | |
Foreign Currency Contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative foreign currency forward contracts to sell | $ 10,600,000 | |||
Derivative foreign currency forward contracts to purchase | € 5 | SFr 5 | ||
Derivative currency settlement date | less than one month | less than one month | less than one month | |
Derivative liability, subject to master netting arrangement, asset offset | $ 0 | |||
Derivative asset, subject to master netting arrangement, liability offset | $ 0 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summery of Amounts and Locations of Derivative Instruments on Condensed Consolidated Balance Sheet (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Derivatives, Fair Value [Line Items] | |
Derivative Instruments in Hedges, Assets, at Fair Value | $ 30,529 |
Prepaid Expenses and Other Current Assets [Member] | |
Derivatives, Fair Value [Line Items] | |
Fair value-Derivatives in asset position, Designated as cash flow hedges | 15,520 |
Fair value-Derivatives in asset position, Not designated as hedges | 181 |
Other Noncurrent Assets [Member] | |
Derivatives, Fair Value [Line Items] | |
Fair value-Derivatives in asset position, Designated as cash flow hedges | $ 14,828 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Summery of Pre-tax Amount and Locations of Derivative Instrument Net Gains (Losses) Recognized in the Condensed Consolidated Statement of Comprehensive Income (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Interest Rate Swap Contracts [Member] | Interest Expense, Net [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Gain (loss) on derivative instruments, net, pretax | $ 250 |
Foreign Currency Contracts [Member] | Foreign Exchange Gain (Loss) [Member] | Not Designated as Hedging Instrument [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Gain (loss) on derivative instruments, net, pretax | $ (9,196) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Summery of Pre-tax Amounts of Gains From Derivative Instruments Recognized in Other Comprehensive Income (Loss) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Interest Rate Swap Contracts [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Gain on Derivative Instruments, Pretax | $ 30,348 |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Office Space Lease Agreements in Place for Real Properties (Detail) - ft² | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2022 | Nov. 30, 2021 | |
Dublin Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 80,000 | ||
Dublin Office [Member] | Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease Expiry Date | Jul. 01, 2032 | ||
Dublin Office [Member] | Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease Expiry Date | May 04, 2041 | ||
Lake Forest Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 160,000 | ||
Lease Expiry Date | Mar. 31, 2031 | Mar. 31, 2031 | |
South San Francisco Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 40,000 | ||
Lease Expiry Date | Dec. 31, 2031 | ||
Rockville Maryland Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 42,000 | 192,000 | |
Rockville Maryland Office [Member] | Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease Expiry Date | Aug. 31, 2024 | ||
Rockville Maryland Office [Member] | Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease Expiry Date | May 31, 2026 | ||
Chicago Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 9,200 | ||
Lease Expiry Date | Dec. 31, 2028 | ||
Washington, D.C. Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 6,000 | ||
Lease Expiry Date | Sep. 30, 2024 | ||
Mannheim Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 4,800 | ||
Lease Expiry Date | Dec. 31, 2023 |
Lease Obligations - Additional
Lease Obligations - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | Nov. 30, 2021 ft² | |
Lessee Lease Description [Line Items] | ||||
Option to extend | true | |||
Right-of-use assets | $ 99.5 | $ 75.7 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets | ||
Lease liability, current | $ 7.8 | $ 3.6 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | ||
Lease liability, noncurrent | $ 114.3 | $ 93.8 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities | ||
Rent expense | $ 12.6 | $ 9.6 | ||
Weighted-average discount rate | 4.40% | |||
Weighted-average remaining lease term | 13 years 3 months 21 days | |||
Rockville Maryland Office [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Approximate square feet of office space | ft² | 42,000 | 192,000 | ||
South San Francisco Office [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Approximate square feet of office space | ft² | 40,000 | |||
Lease expiry date | Dec. 31, 2031 | |||
Lake Forest Office [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Approximate square feet of office space | ft² | 160,000 | |||
Lease expiry date | Mar. 31, 2031 | Mar. 31, 2031 | ||
Impairment charge | $ 12.4 | |||
Sublease agreement entered date | 2022-01 |
Lease Obligations - Schedule _2
Lease Obligations - Schedule of Lease Liabilities Recorded on the Balance Sheet (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
Lease liabilities, 2023 | $ 13,066 |
Lease liabilities, 2024 | 14,107 |
Lease liabilities, 2025 | 13,581 |
Lease liabilities, 2026 | 13,210 |
Lease liabilities, 2027 | 13,368 |
Lease liabilities, Thereafter | 90,210 |
Lease liabilities,Total lease payments | 157,542 |
Lease liabilities, Imputed interest | (35,459) |
Lease liabilities | $ 122,083 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 15, 2021 USD ($) shares | Jun. 18, 2021 USD ($) | Mar. 15, 2021 USD ($) | Apr. 01, 2020 USD ($) | Jan. 01, 2019 USD ($) | May 08, 2017 USD ($) | Apr. 30, 2020 | May 31, 2017 USD ($) | Dec. 31, 2022 USD ($) $ / € | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / SFr | Mar. 31, 2020 USD ($) $ / SFr | Mar. 31, 2020 CHF (SFr) | Dec. 31, 2022 USD ($) $ / € | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) $ / SFr | Dec. 31, 2021 CHF (SFr) $ / SFr | Dec. 31, 2020 USD ($) | Dec. 31, 2022 CHF (SFr) $ / € | |
Loss Contingencies [Line Items] | ||||||||||||||||||||
Amount committed in investment | $ 36,200,000 | |||||||||||||||||||
Net cash payments for investment | 2,000,000 | |||||||||||||||||||
Other Long-Term Assets [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Amount committed in investment | 27,000,000 | |||||||||||||||||||
Cost of Goods Sold [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Royalty and earnout expense | 338,500,000 | $ 289,700,000 | $ 169,300,000 | |||||||||||||||||
Other Income (Expense), Net [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Investment income | 2,000,000 | 700,000 | ||||||||||||||||||
TEPEZZA [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Upfront cash payment | 30,000,000 | |||||||||||||||||||
Maximum payment to be made upon attainment of milestones | $ 160,000,000 | |||||||||||||||||||
River Vision [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Milestone Payment | $ 325,000,000 | $ 325,000,000 | $ 325,000,000 | |||||||||||||||||
Percentage of net sales in earn-out payment | 3% | 3% | 3% | |||||||||||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | |||||||||||||||||||
Upfront cash payments | $ 150,300,000 | |||||||||||||||||||
River Vision [Member] | FDA Approval [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Milestone Payment | 100,000,000 | |||||||||||||||||||
River Vision [Member] | U.S. Food and Drug Administration (FDA) Approval [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Milestone Payment | 100,000,000 | $ 100,000,000 | 100,000,000 | |||||||||||||||||
Alpine [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Upfront cash payments | $ 25,000,000 | $ 15,000,000 | ||||||||||||||||||
Maximum amount eligible to receive per program | $ 381,000,000 | |||||||||||||||||||
Total future success-based payments related to development, regulatory and commercial milestones | $ 1,520,000,000 | |||||||||||||||||||
Alpine [Member] | Upfront Payment [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Business acquisition, costs | $ 25,000,000 | |||||||||||||||||||
Alpine [Member] | Private Placement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Purchase of common stock shares | shares | 951,980 | |||||||||||||||||||
Curzion Pharmaceuticals Inc [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Upfront cash payments | $ 45,000,000 | |||||||||||||||||||
Additional payment to be made upon attainment of milestones | $ 15,000,000 | |||||||||||||||||||
Xeris Pharmaceuticals, Inc [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Milestone incurred | 6,000,000 | |||||||||||||||||||
Milestone payment receive upon earlier exercise of option. | 6,000 | |||||||||||||||||||
Xeris Pharmaceuticals, Inc [Member] | Upfront Payment [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Business acquisition, costs | 2,750,000 | |||||||||||||||||||
Q32 Bio Inc [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Milestone incurred | 645,000,000 | |||||||||||||||||||
Q32 Bio Inc [Member] | Upfront Payment [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Business acquisition, costs | 15,000,000 | |||||||||||||||||||
Q32 Bio Inc [Member] | Milestone-based Development Funding [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Business acquisition, costs | 17,500,000 | |||||||||||||||||||
Maximum [Member] | Q32 Bio Inc [Member] | Additional Milestone-based Development Funding [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Business acquisition, costs | 22,500,000 | |||||||||||||||||||
Teprotumumab [Member] | River Vision [Member] | Net Sales Thresholds [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Milestone Payment | $ 225,000,000 | 225,000,000 | 225,000,000 | |||||||||||||||||
PROCYSBI Developed Technology [Member] | Amended and Restated License Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Minimum annual royalty obligations | 100,000 | 100,000 | ||||||||||||||||||
Aggregate development milestone payments amount for orphan indication | 300,000 | |||||||||||||||||||
Aggregate regulatory milestone payments amount for orphan indication | 1,800,000 | |||||||||||||||||||
Aggregate development milestone payments amount for non-orphan indication | 800,000 | |||||||||||||||||||
Aggregate regulatory milestone payments amount for non-orphan indication | 3,500,000 | |||||||||||||||||||
UPLIZNA [Member] | Viela Bio [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Net sales minimum limit for royal payment | $ 500,000,000 | |||||||||||||||||||
UPLIZNA [Member] | Maximum [Member] | Viela Bio [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Milestone incurred | $ 30,000,000 | |||||||||||||||||||
BUPHENYL, DUEXIS, PENNSAID 2%, PROCYSBI, QUINSAIR, RAVICTI, RAYOS, UPLIZNA and VIMOVO [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Purchase and other commitments outstanding purchase orders | $ 17,400,000 | 17,400,000 | ||||||||||||||||||
AGC Biologics A/S [Member] | PROCYSBI API [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Minimum binding purchase commitment | $ 77,600,000 | € 72,800,000 | ||||||||||||||||||
Currency exchange rate | $ / € | 10,660 | 10,660 | 10,660 | |||||||||||||||||
Patheon Pharmaceuticals Inc. [Member] | TEPEZZA Drug Product [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Minimum binding purchase commitment | $ 7,400,000 | € 7,000 | ||||||||||||||||||
Currency exchange rate | $ / € | 10,660 | 10,660 | 10,660 | |||||||||||||||||
Catalent [Member] | TEPEZZA Drug Product [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Minimum binding purchase commitment | $ 6,000,000 | |||||||||||||||||||
Bio-Technology General (Israel) Ltd [Member] | KRYSTEXXA Developed Technology [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Minimum binding purchase commitment | $ 1,800,000 | |||||||||||||||||||
Bio-Technology General (Israel) Ltd [Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Purchase obligation percentage | 80% | 80% | 80% | |||||||||||||||||
Boehringer Ingelheim [Member] | ACTIMMUNE Developed Technology [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Minimum binding purchase commitment | $ 6,300,000 | € 5,900,000 | ||||||||||||||||||
Currency exchange rate | $ / € | 10,660 | 10,660 | 10,660 | |||||||||||||||||
S R One And Lundbeckfond | River Vision [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of net sales in earn-out payment | 3% | 0.893% | 0.893% | |||||||||||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | $ 300,000,000 | ||||||||||||||||||
Percentage of right to receive payments | 35.66% | |||||||||||||||||||
Percentage of remaining net obligations payments | 70.25% | |||||||||||||||||||
Milestone incurred | $ 67,000,000 | |||||||||||||||||||
Roche [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Currency exchange rate | 10,823 | 1.0382 | 10,823 | 10,823 | ||||||||||||||||
Milestone incurred | $ 5,200,000 | SFr 5,000,000 | $ 46,500,000 | SFr 43,000,000 | ||||||||||||||||
Roche [Member] | U.S. Food and Drug Administration (FDA) Approval [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Currency exchange rate | $ / SFr | 1.0382 | 1.0382 | 1.0382 | |||||||||||||||||
Milestone incurred | $ 5,200,000 | SFr 5,000,000 | ||||||||||||||||||
Roche [Member] | TEPEZZA [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Currency exchange rate | $ / SFr | 11,228 | 11,228 | 11,228 | |||||||||||||||||
Milestone incurred | $ 56,100,000 | SFr 50,000,000 | ||||||||||||||||||
Roche [Member] | River Vision [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Milestone Payment | SFr | SFr 103,000,000 | |||||||||||||||||||
Roche [Member] | Minimum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of net sales in earn-out payment | 9% | 9% | 9% | |||||||||||||||||
Roche [Member] | Maximum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of net sales in earn-out payment | 12% | 12% | 12% | |||||||||||||||||
Duke [Member] | Minimum [Member] | License Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of royalty on net sales revenue | 5% | 5% | 5% | |||||||||||||||||
Duke [Member] | Maximum [Member] | License Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of royalty on net sales revenue | 15% | 15% | 15% | |||||||||||||||||
Duke [Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | License Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of royalty on net sales revenue | 5% | 5% | 5% | |||||||||||||||||
Duke [Member] | KRYSTEXXA Developed Technology [Member] | Maximum [Member] | License Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of royalty on net sales revenue | 15% | 15% | 15% | |||||||||||||||||
MVP [ Member] | Minimum [Member] | License Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of royalty on net sales revenue | 5% | 5% | 5% | |||||||||||||||||
MVP [ Member] | Maximum [Member] | License Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of royalty on net sales revenue | 15% | 15% | 15% | |||||||||||||||||
MVP [ Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | License Agreement [Member] | Non-US [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of royalty on net sales revenue | 5% | 5% | 5% | |||||||||||||||||
MVP [ Member] | KRYSTEXXA Developed Technology [Member] | Maximum [Member] | License Agreement [Member] | Non-US [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Percentage of royalty on net sales revenue | 15% | 15% | 15% | |||||||||||||||||
Vectura [Member] | RAYOS [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Minimum annual royalty obligations | $ 8,000,000 | |||||||||||||||||||
Royalty commitments expiration date | Dec. 31, 2022 | |||||||||||||||||||
TEPEZZA And KRYSTEXXA [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Advertising commitments | $ 71,300,000 | |||||||||||||||||||
HZN457 [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Upfront cash payment | $ 40,000,000 | |||||||||||||||||||
Development milestone recognized | $ 15,000 | |||||||||||||||||||
HZN457 [Member] | Maximum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Maximum payment to be made upon attainment of milestones | $ 660,000,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary Sale Of Stock [Line Items] | |||
Total consideration | $ 250,078 | ||
Payments for employee withholding taxes related to share-based payment | $ 137,247 | $ 165,964 | $ 66,505 |
Shares issued during period in connection with stock option exercises, vesting of restricted stock units and employee share purchase plan purchases | 3.8 | 6 | |
Proceeds from stock option exercises and vesting of restricted stock units and employee share purchase plan purchases | $ 55,400 | $ 73,100 | |
Net proceeds from the issuance of ordinary shares | $ 919,786 | ||
Open Market Share Repurchases [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Number of ordinary share repurchases | 3.9 | ||
Total consideration | $ 250,000 | ||
Maximum [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Share repurchase, authorized amount | 500,000 | ||
Employee Stock Purchase Plans [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Payments for employee withholding taxes related to share-based payment | $ 137,200 | $ 166,000 |
Share-Based and Long-Term Inc_3
Share-Based and Long-Term Incentive Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||
Mar. 15, 2021 | Mar. 14, 2021 | Feb. 17, 2021 | Feb. 19, 2020 | Feb. 20, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Increase to number of ordinary shares authorized | 4,800,000 | |||||||
Common stock shares reserved for future issuance | 2,046,575 | |||||||
Stock option granted | 0 | 0 | ||||||
Share-based payment award options, outstanding | 4,830,232 | 6,209,583 | ||||||
Stock options contractual term | 10 years | |||||||
Total intrinsic value of options exercised | $ 102.9 | $ 160.1 | $ 79.8 | |||||
Total fair value of stock options vested | 14.5 | 51.4 | 3.5 | |||||
Total compensation cost | 17.9 | |||||||
Tax benefit (detriment) recognized from stock-based compensation expense | 62.6 | 86.9 | ||||||
Pre-tax unrecognized compensation expense for all unvested share-based awards | 247.2 | |||||||
Senior Executives [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Incremental expense | $ 6.4 | |||||||
Restricted Stock Units [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted shares granted to purchase common stock | 2,034,407 | |||||||
Weighted Average Grant Date Fair Value | $ 97.91 | |||||||
Total fair value of restricted stock units vested | $ 112.2 | $ 79.6 | $ 54.6 | |||||
Restricted Stock Units [Member] | Employees and Nonexecutive Directors [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted shares granted to purchase common stock | 2,034,407 | 2,211,264 | 2,781,080 | |||||
Weighted Average Grant Date Fair Value | $ 97.91 | $ 78.35 | $ 39.01 | |||||
Performance Stock Unit Awards [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted shares granted to purchase common stock | 309,470 | |||||||
Weighted Average Grant Date Fair Value | $ 138.41 | |||||||
Percentage of outstanding PSU award vesting amount range | 150% | |||||||
Performance Stock Unit Awards [Member] | TEPEZZA [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
PSUs outstanding | 68,459 | |||||||
Performance Stock Unit Awards [Member] | Relative TSR PSUs [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 50% | 50% | 30% | |||||
Vesting period | 3 years | 3 years | ||||||
Performance Stock Unit Awards [Member] | Strategic PSUs [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 30% | |||||||
Performance Stock Unit Awards [Member] | Financial PSUs [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 20% | |||||||
Performance Stock Unit Awards [Member] | Tech Ops PSUs [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 25% | |||||||
Vesting period | 3 years | |||||||
Performance Stock Unit Awards [Member] | Net Sales PSUs [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 70% | |||||||
Vesting period | 2 years | 1 year | ||||||
Performance Stock Unit Awards [Member] | R&D PSUs [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 25% | |||||||
Vesting period | 2 years | |||||||
Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Weighted average fair value of options granted to purchase common stock | $ 87.84 | |||||||
Restricted stock units, vesting period | 3 years | |||||||
Maximum [Member] | Performance Stock Unit Awards [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 200% | |||||||
Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Weighted average fair value of options granted to purchase common stock | $ 26.05 | |||||||
Restricted stock units, vesting period | 1 year | |||||||
Minimum [Member] | Performance Stock Unit Awards [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of outstanding PSU award vesting amount range | 0% | |||||||
Viela Bio [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based payment award options, outstanding | 1,300,000 | |||||||
2014 ESPP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Increase to number of ordinary shares authorized | 2,500,000 | |||||||
2020 ESPP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Ordinary shares, initial share reserve | 2,500,000 | |||||||
2014 EIP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Increase to number of ordinary shares authorized | 6,900,000 | |||||||
2014 Non-Employee Equity Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Increase to number of ordinary shares authorized | 750,000 | |||||||
2020 EIP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Increase to number of ordinary shares authorized | 7,000,000 | |||||||
Common stock shares available for grant | 18,974,953 | |||||||
2018 EIP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares available for grant | 1,650,775 | |||||||
2018 EIP [Member] | Viela [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Purchase of common stock shares | 1,318,053 | |||||||
Common stock shares available for grant | 2,359,550 | |||||||
2018 EIP [Member] | Viela [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares authorized | 3,677,603 | |||||||
2014 Non-Employee Equity Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock shares available for grant | 483,069 |
Share-Based and Long-Term Inc_4
Share-Based and Long-Term Incentive Plans - Estimated Fair Value of Converted Stock Options Using Hull-White Model in Binomial Lattice Option Pricing Framework (Detail) | Mar. 14, 2021 $ / shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock price (closing stock price on March 14, 2021) | $ 91.78 |
Risk-free interest rate, minimum | 0.04% |
Risk-free interest rate, maximum | 1.62% |
Expected stock price volatility, minimum | 50.06% |
Expected stock price volatility, maximum | 65.18% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average fair value of converted stock options | $ 26.05 |
Term to expiration | 3 months |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average fair value of converted stock options | $ 87.84 |
Term to expiration | 9 years 9 months |
Share-Based and Long-Term Inc_5
Share-Based and Long-Term Incentive Plans - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Options, Outstanding Beginning Balance | 6,209,583 | |
Options, Exercised | (1,328,694) | |
Options, Forfeited | (43,690) | |
Options, Expired | (6,967) | |
Options, Outstanding Ending Balance | 4,830,232 | 6,209,583 |
Options, Exercisable as of December 31, 2022 | 4,709,528 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 23.91 | |
Weighted Average Exercise Price, Exercised | 22.42 | |
Weighted Average Exercise Price, Forfeited | 53.90 | |
Weighted Average Exercise Price, Expired | 30.81 | |
Weighted Average Exercise Price, Outstanding Ending Balance | 24.04 | $ 23.91 |
Weighted Average Exercise Price, Exercisable as of December 31, 2022 | $ 23.31 | |
Weighted Average Contractual Term Remaining (in years) | 2 years 10 months 28 days | 3 years 11 months 12 days |
Weighted Average Contractual Term Remaining (in years) Exercisable as of December 31, 2022 | 2 years 9 months 18 days | |
Aggregate Intrinsic Value | $ 433,552 | $ 520,651 |
Aggregate Intrinsic Value, Exercisable as of December 31, 2022 | $ 426,145 |
Share-Based and Long-Term Inc_6
Share-Based and Long-Term Incentive Plans - Summary of Outstanding Stock Options (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of options outstanding | 4,830,232 | |
Options Outstanding, Weighted Average Exercise Price | $ 24.04 | $ 23.91 |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 2 years 10 months 28 days | |
Options Exercisable, Number Exercisable | 4,709,528 | |
Options Exercisable, Weighted Average Exercisable | $ 23.31 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 2 years 9 months 18 days | |
Exercise Price Ranges, $2.01 - $4.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 2.01 | |
Range of Exercise Prices, Upper Range | $ 4 | |
Options Outstanding, Number of options outstanding | 2,350 | |
Options Outstanding, Weighted Average Exercise Price | $ 3.74 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 10 months 6 days | |
Options Exercisable, Number Exercisable | 2,350 | |
Options Exercisable, Weighted Average Exercisable | $ 3.74 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 10 months 6 days | |
Exercise Price Ranges, $4.01 - $8.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 4.01 | |
Range of Exercise Prices, Upper Range | $ 8 | |
Options Outstanding, Number of options outstanding | 44,210 | |
Options Outstanding, Weighted Average Exercise Price | $ 4.83 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 4 years 5 months 1 day | |
Options Exercisable, Number Exercisable | 44,210 | |
Options Exercisable, Weighted Average Exercisable | $ 4.83 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 4 years 5 months 1 day | |
Exercise Price Ranges, $8.01 - $12.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 8.01 | |
Range of Exercise Prices, Upper Range | $ 12 | |
Options Outstanding, Number of options outstanding | 33,711 | |
Options Outstanding, Weighted Average Exercise Price | $ 8.78 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 2 years 2 months 23 days | |
Options Exercisable, Number Exercisable | 32,141 | |
Options Exercisable, Weighted Average Exercisable | $ 8.79 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 2 years 14 days | |
Exercise Price Ranges, $12.01 - $17.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 12.01 | |
Range of Exercise Prices, Upper Range | $ 17 | |
Options Outstanding, Number of options outstanding | 819,991 | |
Options Outstanding, Weighted Average Exercise Price | $ 14.27 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 3 years 10 months 2 days | |
Options Exercisable, Number Exercisable | 805,871 | |
Options Exercisable, Weighted Average Exercisable | $ 14.25 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 3 years 9 months 14 days | |
Exercise Price Ranges, $17.01 - $22.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 17.01 | |
Range of Exercise Prices, Upper Range | $ 22 | |
Options Outstanding, Number of options outstanding | 467,094 | |
Options Outstanding, Weighted Average Exercise Price | $ 17.98 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 3 years 6 months 21 days | |
Options Exercisable, Number Exercisable | 467,094 | |
Options Exercisable, Weighted Average Exercisable | $ 17.98 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 3 years 6 months 21 days | |
Exercise Price Ranges, $22.01 - $28.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 22.01 | |
Range of Exercise Prices, Upper Range | $ 28 | |
Options Outstanding, Number of options outstanding | 1,565,300 | |
Options Outstanding, Weighted Average Exercise Price | $ 22.30 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 2 years 3 months 29 days | |
Options Exercisable, Number Exercisable | 1,548,379 | |
Options Exercisable, Weighted Average Exercisable | $ 22.26 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 2 years 3 months 14 days | |
Exercise Price Ranges, $28.01 - $36.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 28.01 | |
Range of Exercise Prices, Upper Range | $ 36 | |
Options Outstanding, Number of options outstanding | 1,719,794 | |
Options Outstanding, Weighted Average Exercise Price | $ 28.60 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 2 years 4 months 6 days | |
Options Exercisable, Number Exercisable | 1,719,794 | |
Options Exercisable, Weighted Average Exercisable | $ 28.60 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 2 years 4 months 6 days | |
Exercise Price Ranges, $42.01 - $81.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 42.01 | |
Range of Exercise Prices, Upper Range | $ 81 | |
Options Outstanding, Number of options outstanding | 177,782 | |
Options Outstanding, Weighted Average Exercise Price | $ 64.19 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 7 years 1 month 6 days | |
Options Exercisable, Number Exercisable | 89,689 | |
Options Exercisable, Weighted Average Exercisable | $ 64.19 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 6 years 11 months 12 days |
Share-Based and Long-Term Inc_7
Share-Based and Long-Term Incentive Plans - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Outstanding Beginning Balance | shares | 4,412,681 |
Number of Units, Granted | shares | 2,034,407 |
Number of Units, Vested | shares | (2,487,884) |
Number of Units, Forfeited | shares | (492,932) |
Number of Units, Outstanding Ending Balance | shares | 3,466,272 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Beginning Balance | $ / shares | $ 52.67 |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ / shares | 97.91 |
Weighted Average Grant-Date Fair Value Per Unit, Vested | $ / shares | 45.08 |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | $ / shares | 79.93 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Ending Balance | $ / shares | $ 80.84 |
Share-Based and Long-Term Inc_8
Share-Based and Long-Term Incentive Plans - Summary of Performance Stock Unit Awards Activity (Detail) - Performance Stock Unit Awards [Member] | 12 Months Ended | |
Dec. 31, 2022 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Outstanding Beginning Balance | shares | 1,528,216 | |
Number of Units, Granted | shares | 309,470 | |
Number of Units, Forfeited | shares | (53,233) | |
Number of Units, Vested | shares | (1,006,112) | |
Number of Units, Performance Based Adjustment | shares | 455,243 | [1] |
Number of Units, Outstanding Ending Balance | shares | 1,233,584 | |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ 138.41 | |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | 105.34 | |
Weighted Average Grant-Date Fair Value Per Unit, Vested | 35.47 | |
Weighted Average Grant-Date Fair Value Per Unit, Performance Based Adjustment | $ 49.75 | [1] |
Average Illiquidity discount, Granted | 4.65% | |
Average Illiquidity discount, Forfeited | 6.50% | |
Average Illiquidity discount, Vested | 6.04% | |
Average Illiquidity discount, Performance Based Adjustment | 7.83% | [1] |
Recorded Weighted Average Fair Value Per Unit, Granted | $ 131.98 | |
Recorded Weighted Average Fair Value Per Unit, Forfeited | 98.49 | |
Recorded Weighted Average Fair Value Per Unit, Vested | 33.32 | |
Recorded Weighted Average Fair Value Per Unit, Performance Based Adjustment | $ 45.85 | [1] |
[1] Represents adjustment based on meeting total shareholder return (“TSR”) performance at 200 % for the PSUs that were awarded to key executive participants on January 4, 2019, meeting TSR performance at 200 % for the PSUs awarded to key executive participants on January 4, 2020 and performance criteria meeting at 200 % of R&D PSUs awarded to key executive participants on January 4, 2021. |
Share-Based and Long-Term Inc_9
Share-Based and Long-Term Incentive Plans - Summary of Performance Stock Unit Awards Activity - (Parenthetical) (Detail) | Jan. 04, 2021 | Jan. 04, 2020 | Jan. 04, 2019 |
Performance Stock Unit Awards [Member] | Key Executive PSUs [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of net sales performance criteria met | 200% | 200% | 200% |
Share-Based and Long-Term In_10
Share-Based and Long-Term Incentive Plans - Summary of Significant Valuation Assumptions Related to 2022 Relative TSR PSUs (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Mar. 14, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price (closing stock price on March 14, 2021) | $ 91.78 | |
Performance Stock Unit Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price (closing stock price on March 14, 2021) | $ 105.97 | |
Expected volatility | 45.01% | |
Risk free rate | 1.01% |
Share-Based and Long-Term In_11
Share-Based and Long-Term Incentive Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 182,100 | $ 219,086 | $ 146,627 |
Cost of Goods Sold [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | 8,913 | 8,699 | 7,203 |
Research and Development [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | 27,831 | 39,544 | 13,973 |
Selling, General and Administrative [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 145,356 | $ 170,843 | $ 125,451 |
Income Taxes - Company's Income
Income Taxes - Company's Income Before Expense (Benefit) for Income Taxes by Jurisdiction (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
United States | $ (129,482) | $ 35,711 | $ (13,716) |
Income before expense (benefit) for income taxes | 526,936 | 462,827 | 401,645 |
Other Foreign [Member] | |||
Income Tax Contingency [Line Items] | |||
Income (loss) before (benefit) expense for income taxes, Foreign | (425,548) | 250,053 | 320,834 |
Ireland [Member] | |||
Income Tax Contingency [Line Items] | |||
Income (loss) before (benefit) expense for income taxes, Foreign | $ 1,081,966 | $ 177,063 | $ 94,527 |
Income Taxes - Components of Ex
Income Taxes - Components of Expense (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense (benefit) provision | |||
Total current expense (benefit) provision | $ (50,573) | $ 26,038 | $ 28,510 |
Deferred benefit provision | |||
Deferred (benefit) provision | 56,027 | (97,702) | (16,661) |
Expense (benefit) for income taxes | 5,454 | (71,664) | 11,849 |
U.S. - Federal and State [Member] | |||
Current expense (benefit) provision | |||
Total current expense (benefit) provision | 18,195 | 44,382 | 18,418 |
Deferred benefit provision | |||
Deferred (benefit) provision | (50,354) | (120,532) | (824) |
Other Foreign [Member] | |||
Current expense (benefit) provision | |||
Total current expense (benefit) provision | (96,694) | (12,976) | (4,321) |
Deferred benefit provision | |||
Deferred (benefit) provision | (423) | 29 | 7 |
Ireland [Member] | |||
Current expense (benefit) provision | |||
Total current expense (benefit) provision | 27,926 | (5,368) | 14,413 |
Deferred benefit provision | |||
Deferred (benefit) provision | $ 106,804 | $ 22,801 | $ (15,844) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||
(Benefit) expense for income taxes | $ 5,454,000 | $ (71,664,000) | $ 11,849,000 |
Total current expense (benefit) provision | (50,573,000) | 26,038,000 | 28,510,000 |
Deferred (benefit) provision | 56,027,000 | $ (97,702,000) | $ (16,661,000) |
Tax benefit recognized due to reduction in state tax rate | 18,900,000 | ||
Tax benefit related to deferred charges for taxes on intercompany inventory transfers | $ 98,600 | ||
Effective income tax rate | 1% | (15.40%) | 3% |
Effective income tax statutory income tax rate | 12.50% | 12.50% | 12.50% |
Tax benefit recognized from jurisdictions with statutory rate | $ 54,700,000 | $ 58,500,000 | $ 52,300,000 |
Intercompany transfer and license of IP assets | 18,700,000 | 5,193,000 | |
Tax expense on increases in net valuation allowances | (18,945,000) | 1,667,000 | 4,183,000 |
Tax benefits partially set off by tax expense | 15,200,000 | ||
Tax expense on non-deductible share-based compensation expenses | 31,400,000 | 47,100,000 | 14,600,000 |
Tax expense on change in state tax rate | 27,500,000 | ||
Tax expense on impairment of goodwill | 11,800,000 | ||
U.S. federal and state tax credits | 12,461,000 | 11,551,000 | 13,809,000 |
Tax benefit of recognized due to reduction in state tax rate | (49,400,000) | ||
Estimates income tax unremitted earnings | 269,900,000 | ||
Increase (decrease) in the deferred tax valuation allowance | (18,900,000) | 3,700,000 | 4,700,000 |
Uncertain tax positions, interest and penalties included in long-term liabilities | 25,900,000 | ||
Uncertain tax positions, interest and penalties included in deferred tax assets | 6,300,000 | ||
Uncertain tax position, interest | 1,900,000 | 1,400,000 | |
Uncertain tax position, penalties | 400,000 | 300,000 | |
Income tax penalties and interest expense | 32,200,000 | ||
Income tax reconciliation tax benefit of assets | 50,400,000 | ||
Tax expense recognised on reversal of difference between book value and tax base of intellectual property assets | 104,200,000 | ||
Ireland [Member] | |||
Income Taxes [Line Items] | |||
Total current expense (benefit) provision | 27,926,000 | (5,368,000) | 14,413,000 |
Deferred (benefit) provision | 106,804,000 | 22,801,000 | (15,844,000) |
Provision for income tax on undistributed earnings of subsidiaries | 0 | ||
Cumulative unremitted earnings | 5,000,000,000 | ||
U.S. Federal Tax [Member] | |||
Income Taxes [Line Items] | |||
Share based compensation, tax credits | 53,100,000 | 71,200,000 | 23,800,000 |
U.S. State Tax [Member] | |||
Income Taxes [Line Items] | |||
Share based compensation, tax credits | 49,400,000 | 13,800,000 | |
Net operating loss carryforwards | $ 25,700,000 | ||
Operating loss carryforward, expiration year | 2023 | ||
U.S. State Tax [Member] | Research Tax Credit Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Income tax credit carryforwards | $ 18,100,000 | ||
Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 9,600,000 | ||
Operating loss carryforward, expiration year | 2031 | ||
Federal [Member] | Research Tax Credit Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforward, expiration year | 2038 | ||
Income tax credit carryforwards | $ 11,700,000 | ||
Operating loss carryforwards limitations on use | The U.S. federal R&D credits have a twenty-year carryforward life and will begin to expire in 2038. The California R&D credits have indefinite lives and therefore are not subject to expiration. The EDGE credits have a five-year carryforward life following the year of generation and will begin to expire at the end of 2023. | ||
Foreign [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 200,000 | ||
U.S. - Federal and State [Member] | |||
Income Taxes [Line Items] | |||
Total current expense (benefit) provision | 18,195,000 | 44,382,000 | 18,418,000 |
Deferred (benefit) provision | (50,354,000) | $ (120,532,000) | (824,000) |
Share based compensation, tax credits | 12,500,000 | ||
Tax liabilities attributable to different corporations | $ 18,200,000 | ||
River Vision [Member] | |||
Income Taxes [Line Items] | |||
Tax expense on increases in net valuation allowances | $ 9,500,000 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Irish Statutory Income Tax Rate and U.S Federal Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Irish income tax at statutory rate (12.5%) | $ 65,867 | $ 57,853 | $ 50,206 |
Foreign tax rate differential | (54,685) | (58,519) | (52,300) |
Share-based compensation | (53,129) | (71,151) | (23,793) |
Change in valuation allowances | (18,945) | 1,667 | 4,183 |
U.S. federal and state tax credits | (12,461) | (11,551) | (13,809) |
Non-deductible in-process research and development costs | 9,475 | ||
Write-off of U.S. deferred tax asset related to interest expense due to Anti-Hybrid Rules | 15,250 | ||
Intercompany transfer and license of IP assets | 18,700 | 5,193 | |
U.S. state income taxes | 650 | (6,798) | 724 |
Uncertain tax positions | 2,431 | (5,150) | 1,593 |
Other non-deductible expenses | 4,423 | 4,880 | 1,440 |
Goodwill impairment | 11,796 | ||
Change in U.S. state effective tax rate | 27,533 | (49,388) | (1,737) |
Disqualified compensation expense | 31,389 | 47,050 | 14,601 |
Other, net | 585 | 743 | 823 |
Expense (benefit) for income taxes | $ 5,454 | $ (71,664) | $ 11,849 |
Effective income tax rate | 1% | (15.40%) | 3% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 34,299 | $ 75,431 | ||
Accruals and reserves | 80,849 | 37,175 | ||
Accrued compensation | 43,567 | 60,827 | ||
Intercompany interest | 39,977 | 34,777 | ||
U.S. federal and state credits | 23,585 | 47,312 | ||
Other | 4,105 | 6,790 | ||
Total deferred tax assets | 226,382 | 262,312 | ||
Valuation allowance | (18,726) | (37,672) | $ (33,985) | $ (29,268) |
Deferred tax assets, net of valuation allowance | 207,656 | 224,640 | ||
Deferred tax liabilities: | ||||
Intangible assets | 90,533 | 67,321 | ||
Property, plant and equipment | 19,901 | 8,614 | ||
Interest rate swap | 6,708 | |||
Debt discount | 717 | 1,062 | ||
Total deferred tax liabilities | 117,859 | 76,997 | ||
Net deferred income tax asset | $ (89,797) | $ (147,643) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amounts of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning Balance | $ (37,672) | $ (33,985) | $ (29,268) |
Increase for year activity | (95) | (5,181) | (8,841) |
Release of valuation allowances | 19,041 | 1,494 | 4,124 |
Ending Balance | $ (18,726) | $ (37,672) | $ (33,985) |
Income Taxes - Changes in Uncer
Income Taxes - Changes in Uncertain Income Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance – uncertain tax positions | $ 28,447 | $ 29,431 | $ 27,428 |
Tax positions in the year, Additions | 3,893 | 3,838 | 3,837 |
Tax positions in the year, Acquired uncertain tax positions | 4,220 | ||
Tax positions related to prior years, Settlements and lapses | (1,931) | (9,042) | (1,834) |
Ending balance – uncertain tax positions | $ 30,409 | $ 28,447 | $ 29,431 |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Changes in Benefit Obligation (Detail) - U.S. Retiree Medical Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Benefit obligation at beginning of year | $ 16,906 | |
Prior service cost at initiation of plan | $ 15,625 | |
Service cost | 5,291 | 1,166 |
Interest cost | $ 514 | $ 113 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax |
Actuarial (gain) loss | $ (4,695) | $ 16 |
Benefits paid net of participant contributions | (11) | (14) |
Benefit obligation at end of year | $ 18,005 | $ 16,906 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
U.S. Retiree Medical Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unfunded status for the retiree medical plan | $ 18,000 | $ 16,900 | |
Deferred compensation plan assets funds held | 18,005 | 16,906 | |
Other Employee Benefit Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan expenses | $ 21,600 | 16,800 | $ 12,000 |
Percent of matching contribution by company | 100% | ||
Maximum percent of employee's elective contribution to plan | 3% | ||
Percent of employee's eligible pay | 2% | ||
Defined benefit plan expenses | $ 1,500 | 1,100 | 800 |
Deferred compensation plan liabilities | 28,200 | 26,500 | |
Deferred compensation plan assets funds held | 28,200 | 26,500 | |
Non-qualified deferred compensation plan expenses recognized | $ 3,000 | $ 2,300 | $ 1,100 |
Other Employee Benefit Plans [Member] | Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percent of matching contribution by company | 50% |
Employee Benefit Plans - Summ_2
Employee Benefit Plans - Summary of Amounts Recognized in Consolidated Balance Sheets (Detail) - U.S. Retiree Medical Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Amounts Recognized In Balance Sheet [Line Items] | ||
Accrued expenses and other current liabilities | $ (236) | $ (83) |
Other long-term liabilities | (17,769) | (16,823) |
Amounts recognized on the consolidated balance sheet | $ (18,005) | $ (16,906) |
Employee Benefit Plans - Summ_3
Employee Benefit Plans - Summary of Amounts Recognized in Accumulated Other Comprehensive Loss (Detail) - U.S. Retiree Medical Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Accumulated Other Comprehensive Income Before Tax [Line Items] | ||
Prior service cost | $ 13,999 | $ 15,300 |
Actuarial (gain) loss | (4,679) | 16 |
Accumulated other comprehensive loss before income taxes | $ 9,320 | $ 15,316 |
Employee Benefit Plans - Summ_4
Employee Benefit Plans - Summary of Total Benefit Payments, Which Reflect Expected Future Service, Expected to Be Paid to Plan Participants (Detail) - U.S. Retiree Medical Plan [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | $ 236 |
2024 | 423 |
2025 | 638 |
2026 | 1,015 |
2027 | 1,479 |
2028 to 2031 | $ 13,827 |
Employee Benefit Plans - Summ_5
Employee Benefit Plans - Summary of Net Period Benefit Cost Recognized and Amounts Recognized in Other Comprehensive (Income) Loss (Detail) - U.S. Retiree Medical Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 5,291 | $ 1,166 |
Interest cost | 514 | 113 |
Amortization of prior service cost | 1,301 | 325 |
Net periodic benefit cost | 7,106 | 1,604 |
Prior service cost | 15,625 | |
Amortization of prior service cost | (1,301) | (325) |
Actuarial (gain) loss | (4,695) | 16 |
Total recognized in other comprehensive (income) loss | (5,996) | 15,316 |
Total recognized in net periodic benefit cost and other comprehensive (income) loss | $ 1,110 | $ 16,920 |
Employee Benefit Plans - Summ_6
Employee Benefit Plans - Summary of Weighted-Average Assumptions and Health Care Cost Trend Rates Used to Determine Benefit Obligation (Detail) - U.S. Retiree Medical Plan [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 5.16% | 2.89% |
Health care cost trend rate assumed for next year | 6.06% | 6.29% |
Rate to which the cost trend rate is assumed to decline (the "Ultimate trend rate") | 4.44% | 4.44% |
Year that the rate reaches the ultimate trend rate | 2030 | 2030 |
Employee Benefit Plans - Summ_7
Employee Benefit Plans - Summary of Weighted-Average Assumptions and Health Care Cost Trend Rates Used to Determine Net Periodic Benefit Costs (Detail) - U.S. Retiree Medical Plan [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net periodic benefit cost | ||
Discount rate | 2.89% | 2.89% |
Health care cost trend rate assumed for next year | 6.29% | 6.29% |
Ultimate trend rate | 4.44% | 4.44% |
Year that the rate reaches the ultimate trend rate | 2030 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for returns [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | $ 33,882 | $ 40,918 | $ 45,082 |
Additions, Charged to costs and expenses | 31,326 | 17,573 | 16,446 |
Deductions from reserves | (36,861) | (24,609) | (20,610) |
Ending Balance | 28,347 | 33,882 | 40,918 |
Allowance for prompt pay discounts [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | 3,788 | 5,180 | 7,189 |
Viela acquisition | 162 | ||
Additions, Charged to costs and expenses | 32,239 | 41,426 | 45,886 |
Deductions from reserves | (32,961) | (42,980) | (47,895) |
Ending Balance | $ 3,066 | $ 3,788 | $ 5,180 |