0001367644-21-000033 | 10-K | XBRL Viewer | Emergent Biosolutions INC

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Cover Page - USD ($) shares in Millions, $ in Billions	12 Months Ended
Cover Page - USD ($) shares in Millions, $ in Billions	Dec. 31, 2020	Feb. 12, 2021	Jun. 30, 2020
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-33137
Entity Registrant Name	EMERGENT BIOSOLUTIONS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	14-1902018
Entity Address, Address Line One	400 Professional Drive, Suite 400
Entity Address, City or Town	Gaithersburg
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21079
City Area Code	240
Local Phone Number	631-3200
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	EBS
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 4.2
Entity Common Stock, Shares Outstanding (in shares)		53.3
Documents Incorporated by Reference	Portions of the registrant's definitive proxy statement for its 2021 annual meeting of stockholders scheduled to be held in May 2021, which is expected to be filed with the Securities and Exchange Commission not later than 120 days after the end of the registrant's fiscal year ended December 31, 2020, are incorporated by reference into Part II, Item 5. and Part III of this annual report on Form 10-K. With the exception of the portions of the registrant's definitive proxy statement for its 2021 annual meeting of stockholders that are expressly incorporated by reference into this annual report on Form 10-K, such proxy statement shall not be deemed filed as part of this annual report on Form 10-K.
Entity Central Index Key	0001367644
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 621.3	$ 167.8
Restricted cash	0.2	0.2
Accounts receivable, net	230.9	270.7
Inventories	307.0	222.5
Prepaid expenses and other current assets	36.5	25.0
Total current assets	1,195.9	686.2
Property, plant and equipment, net	644.1	542.3
Intangible assets, net	663.1	712.9
In-process research and development	0.0	29.0
Goodwill	266.7	266.6
Other assets	113.4	90.3
Total assets	2,883.2	2,327.3
Current liabilities:
Accounts payable	136.1	94.8
Accrued expenses	46.9	39.5
Accrued compensation	84.6	62.4
Debt, current portion	33.8	12.9
Other current liabilities	83.1	6.7
Total current liabilities	384.5	216.3
Contingent consideration, net of current portion	34.2	26.0
Debt, net of current portion	841.0	798.4
Deferred tax liability	53.2	63.9
Contract liabilities, net of current portion	55.5	85.6
Other liabilities	67.8	48.6
Total liabilities	1,436.2	1,238.8
Stockholders’ equity:
Preferred stock, $0.001 par value; 15.0 shares authorized, no shares issued and outstanding	0.0	0.0
Common stock, $0.001 par value; 200.0 shares authorized, 54.3 and 53.0 shares issued; 53.1 and 51.7 shares outstanding, respectively.	0.1	0.1
Treasury stock, at cost, 1.2 common shares	(39.6)	(39.6)
Additional paid-in capital	784.9	716.1
Accumulated other comprehensive loss, net	(25.3)	(9.9)
Retained earnings	726.9	421.8
Total stockholders’ equity	1,447.0	1,088.5
Total liabilities and stockholders’ equity	$ 2,883.2	$ 2,327.3

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Stockholders’ equity:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	15,000,000.0	15,000,000.0
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	200,000,000.0	200,000,000.0
Common stock, shares issued (in shares)	54,300,000	53,000,000.0
Common stock, shares outstanding (in shares)	53,100,000	51,700,000
Treasury stock (in shares)	1,200,000	1,200,000

Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenues:
Total revenues	$ 1,555.4	$ 1,106.0	$ 782.4
Operating expenses:
Cost of product sales and contract development and manufacturing services	524.0	433.5	322.3
Research and development	234.5	226.2	142.8
Selling, general and administrative	303.3	273.5	202.5
Amortization of intangible assets	59.8	58.7	25.0
Total operating expenses	1,121.6	991.9	692.6
Income from operations	433.8	114.1	89.8
Other income (expense):
Interest expense	(31.3)	(38.4)	(9.9)
Other, net	4.7	1.7	1.6
Total other income (expense), net	(26.6)	(36.7)	(8.3)
Income before income taxes	407.2	77.4	81.5
Income taxes	102.1	22.9	18.8
Net income	$ 305.1	$ 54.5	$ 62.7
Net income per share-basic (in dollars per share)	$ 5.79	$ 1.06	$ 1.25
Net income per share-diluted (in dollars per share)	$ 5.67	$ 1.04	$ 1.22
Weighted-average number of shares - basic (in shares)	52.7	51.5	50.1
Weighted-average number of shares - diluted (in shares)	53.8	52.4	51.4
Product sales, net
Revenues:
Total revenues	$ 989.8	$ 903.5	$ 606.5
Contract development and manufacturing services
Revenues:
Total revenues	450.5	80.0	98.9
Contracts and grants
Revenues:
Total revenues	$ 115.1	$ 122.5	$ 77.0

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Statement of Comprehensive Income [Abstract]
Net income	$ 305.1	$ 54.5	$ 62.7
Other comprehensive income (loss), net of tax:
Foreign currency translation	(1.7)	0.4	(1.6)
Unrealized gains (losses) on hedging activities	(9.4)	(1.6)	0.0
Unrealized losses on pension benefit obligation	(4.3)	(3.2)	(0.2)
Total other comprehensive income (loss), net of tax	(15.4)	(4.4)	(1.8)
Comprehensive income	$ 289.7	$ 50.1	$ 60.9

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net income	$ 305.1	$ 54.5	$ 62.7
Adjustments to reconcile to net cash provided by operating activities:
Stock-based compensation expense	51.0	26.7	23.2
Depreciation and amortization	114.5	110.7	62.2
Impairment of IPR&D intangible asset	29.0	12.0	0.0
Change in fair value of contingent consideration, net	31.7	24.8	3.1
Amortization of deferred financing costs	3.5	3.0	0.9
Deferred income taxes	(2.4)	(1.1)	8.6
Other	(5.2)	(0.2)	0.2
Changes in operating assets and liabilities:
Accounts receivable	49.0	(8.2)	(94.2)
Inventories	(83.2)	(16.7)	(1.9)
Prepaid expenses and other assets	(29.2)	(39.1)	(13.0)
Accounts payable	19.8	16.5	(7.0)
Accrued expenses and other liabilities	19.4	(15.1)	(11.6)
Accrued compensation	21.8	4.2	8.4
Contract liabilities	11.2	16.0	0.2
Net cash provided by operating activities:	536.0	188.0	41.8
Cash flows from investing activities:
Purchases of property, plant and equipment and other	(141.0)	(86.9)	(72.1)
Milestone payment from asset acquisition	(10.0)	(10.0)	0.0
Business acquisitions, net of cash acquired	0.0	0.0	(827.7)
Proceeds from sale of assets	0.0	0.0	2.6
Net cash used in investing activities:	(151.0)	(96.9)	(897.2)
Cash flows from financing activities:
Proceeds from revolving credit facility	0.0	130.0	348.0
Principal payments on revolving credit facility	(373.0)	(105.0)	0.0
Proceeds from term loan facility	0.0	0.0	450.0
Principal payments on term loan facility	(14.1)	(11.3)	(2.8)
Proceeds from senior unsecured notes	450.0	0.0	0.0
Debt issuance costs	(8.4)	0.0	(13.4)
Proceeds from share-based compensation activity	31.6	8.2	15.9
Taxes paid for share-based compensation activity	(13.8)	(7.4)	(6.6)
Contingent consideration payments	(2.8)	(50.4)	(3.4)
Receipts and payments of restricted cash	0.0	0.0	1.1
Purchase of treasury stock	0.0	0.0	(0.1)
Net cash provided by (used in) financing activities	69.5	(35.9)	788.7
Effect of exchange rate changes on cash and cash equivalents	(1.0)	0.4	(0.2)
Net change in cash and cash equivalents and restricted cash	453.5	55.6	(66.9)
Cash and cash equivalents and restricted cash at beginning of year	168.0	112.4	179.3
Cash and cash equivalents and restricted cash at end of year	621.5	168.0	112.4
Supplemental disclosure of cash flow information:
Cash paid during the year for interest	21.0	34.5	10.2
Cash paid during the year for income taxes	109.3	30.8	14.0
Supplemental information on non-cash investing and financing activities:
Issuance of common stock to acquire Adapt Pharma	0.0	0.0	37.7
Purchases of property, plant and equipment unpaid at year end	22.0	12.3	14.7
Reconciliation of cash and cash equivalents and restricted cash:
Total	$ 621.5	$ 112.4	$ 179.3

Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Millions	Total	Cumulative Effect, Period of Adoption, Adjustment	Cumulative Effect, Period of Adoption, Adjusted Balance	$0.001 Par Value Common Stock	$0.001 Par Value Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Additional Paid-In Capital	Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjusted Balance	Treasury Stock	Treasury Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss Cumulative Effect, Period of Adoption, Adjusted Balance	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings Cumulative Effect, Period of Adoption, Adjusted Balance
Beginning balance (in shares) at Dec. 31, 2017				50,600,000	50,600,000			1,200,000	1,200,000
Beginning balance at Dec. 31, 2017	$ 912.3	$ (32.5)	$ 879.8	$ 0.1	$ 0.1	$ 618.3	$ 618.3	$ (39.5)	$ (39.5)	$ (3.7)	$ (3.7)	$ 337.1	$ (32.5)	$ 304.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Employee equity plans activity (in shares)				1,100,000
Employee equity plans activity	32.6					32.6
Issuance of common stock in acquisition (in shares)				700,000
Issuance of common stock in acquisition	37.7					37.7
Treasury stock	(0.1)							$ (0.1)
Net income	62.7											62.7
Other comprehensive income (loss)	(1.8)									(1.8)
Ending balance (in shares) at Dec. 31, 2018				52,400,000				1,200,000
Ending balance at Dec. 31, 2018	1,010.9			$ 0.1		688.6		$ (39.6)		(5.5)		367.3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Employee equity plans activity (in shares)				600,000
Employee equity plans activity	27.5					27.5
Net income	54.5											54.5
Other comprehensive income (loss)	$ (4.4)									(4.4)
Ending balance (in shares) at Dec. 31, 2019	53,000,000.0			53,000,000.0				1,200,000
Ending balance at Dec. 31, 2019	$ 1,088.5			$ 0.1		716.1		$ (39.6)		(9.9)		421.8
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Employee equity plans activity (in shares)				1,300,000
Employee equity plans activity	68.8					68.8
Net income	305.1											305.1
Other comprehensive income (loss)	$ (15.4)									(15.4)
Ending balance (in shares) at Dec. 31, 2020	54,300,000			54,300,000				1,200,000
Ending balance at Dec. 31, 2020	$ 1,447.0			$ 0.1		$ 784.9		$ (39.6)		$ (25.3)		$ 726.9

Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Statement of Stockholders' Equity [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001

Nature of the business and organization	12 Months Ended
Nature of the business and organization	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the business and organization	Nature of the business and organization Organization and business Emergent BioSolutions Inc. (the "Company" or "Emergent") is a global life sciences company focused on providing civilian and military populations with a portfolio of innovative preparedness and response products and solutions that address accidental, deliberate and naturally occurring public health threats ("PHTs," each a “PHT”). The Company is focused on the following five distinct PHT categories: Chemical, Biological, Radiological, Nuclear and Explosives (CBRNE); emerging infectious diseases (EID); travel health; emerging health crises; acute/emergency care; and contract development and manufacturing (CDMO) services. The Company has a product portfolio of ten products (vaccines, therapeutics, and drug-device combination products) that contribute a substantial portion of our revenue. The Company has two product candidates that are procured under special circumstances by certain government agencies, although they are not approved by the U.S. Food and Drug Administration (FDA) or any health agency. The U.S. government (USG) is the Company's largest customer and provides the Company with substantial funding for the development of a number of its product candidates. The Company's product and services portfolio includes: Vaccines ▪ACAM2000® (Smallpox (Vaccinia) Vaccine, Live), the only single-dose smallpox vaccine licensed by the FDA for active immunization against smallpox disease for persons determined to be at high risk for smallpox infection; ▪BioThrax® (Anthrax Vaccine adsorbed), the only vaccine licensed by the FDA, for the general use prophylaxis and post-exposure prophylaxis of anthrax disease; ▪Vaxchora® (Cholera Vaccine, Live, Oral), the only single-dose oral vaccine licensed by the FDA and the European Medicines Agency (EMA) for the prevention of cholera; and ▪Vivotif® (Typhoid Vaccine Live Oral Ty21a), the only oral vaccine licensed by the FDA for the prevention of typhoid fever. Devices ▪NARCAN® (naloxone HCl) Nasal Spray, the first needle-free formulation of naloxone approved by the FDA and Health Canada, for the emergency treatment of known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression; and ▪RSDL® (Reactive Skin Decontamination Lotion Kit), the only medical device cleared by the FDA to remove or neutralize the following chemical warfare agents from the skin: tabun, sarin, soman, cyclohexyl sarin, VR, VX, mustard gas and T-2 toxin. Therapeutics ▪raxibacumab (Anthrax Monoclonal), a fully human monoclonal antibody therapeutic licensed by the FDA for the treatment and prophylaxis of inhalational anthrax; ▪Anthrasil® (Anthrax Immune Globulin Intravenous (Human)), the only polyclonal antibody therapeutic licensed by the FDA and Health Canada for the treatment of inhalational anthrax; ▪BAT® (Botulism Antitoxin Heptavalent (A,B,C,D,E,F,G)-(Equine)), the only heptavalent antibody therapeutic licensed by the FDA and Health Canada for the treatment of botulism; and; ▪VIGIV (Vaccinia Immune Globulin Intravenous (Human)), the only polyclonal antibody therapeutic licensed by the FDA and Health Canada to address certain complications from smallpox vaccination. Procured Product Candidates •AV7909® (Anthrax Vaccine adsorbed with Adjuvant), is a procured product candidate being developed as a next generation anthrax vaccine for post-exposure prophylaxis of disease resulting from suspected or confirmed Bacillus anthracis exposure. The USG has started procuring AV7909 for the Strategic National Stockpile ("SNS") prior to its approval by the FDA and has been reducing its purchases of BioThrax as a result; and •Trobigard® is a combination drug-device auto-injector procured product candidate that contains atropine sulfate and obidoxime chloride. It has not been approved by the FDA or any similar health regulatory body, but it is procured by certain authorized government buyers under special circumstances for potential use as a nerve agent countermeasure. CDMO Services The Company's CDMO service offerings cover development services, drug substance manufacturing and drug product manufacturing across the pharmaceutical and biotechnology industries as well as the USG and non-governmental organizations. The Company's technology platforms include mammalian, microbial, viral, plasma and advanced therapies utilizing the Company's core capabilities for manufacturing to third parties on a clinical and commercial (small and large) scale. Additional services include fill/finish formulation and analytical development services for injectable and other sterile products, inclusive of process design, technical transfer, manufacturing validations, aseptic filling, lyophilization, final packaging and stability studies, as well as manufacturing of vial and pre-filled syringe formats on multiple platforms. The Company operates as one operating segment.

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of significant accounting policies

Basis of presentation and consolidation

The accompanying consolidated financial statements include the accounts of Emergent and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements requires management to make estimates, judgments and assumptions that affect reported amounts and disclosures for asset impairments, revenue recognition, allowances for doubtful accounts, inventory, depreciation and amortization, business combinations, contingent consideration, stock-based compensation, income taxes, and other contingencies. Management continually re-evaluates its estimates, judgments and assumptions. These estimates are sometimes complex, sensitive to changes in assumptions and require fair value determinations using Level 3 fair value measurements. Actual results may differ materially from those estimates.

Cash, cash equivalents and restricted cash

Cash equivalents are highly liquid investments with a maturity of 90 days or less at the date of purchase and consist of time deposits and investments in money market funds with commercial banks and financial institutions. Also, the Company maintains cash balances with financial institutions in excess of insured limits. Restricted cash includes cash that is not readily available for use in the Company's operating activities. Restricted cash is primarily comprised of cash pledged under letters of credit.

Fair value measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value include:


Level 1 —			Observable inputs for identical assets or liabilities such as quoted prices in active markets;
Level 2 —			Inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3 —			Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use.

On a recurring basis, the Company measures and records money market funds (level 1), contingent purchase consideration (level 3) and interest-rate swap arrangements (level 2) using fair value measurements in the accompanying financial statements. On a non-recurring basis, the Company measures its in-process research and

development ("IPR&D") assets (level 3) using fair value measurements. The carrying amounts of the Company's short-term financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable and convertible senior notes approximate their fair values due to their short maturities. The carrying amounts of the Company’s long-term variable interest rate debt arrangements (level 2) approximate their fair values.

Significant customers and accounts receivable

Billed accounts receivable are stated at invoice amounts and consist of amounts due from the USG, commercial CDMO customers, as well as amounts due under reimbursement contracts with other government entities and non-government organizations. Our opioid overdose reversal product is sold commercially through physician-directed or standing order prescriptions at retail pharmacies, as well as state health departments, law enforcement agencies, state and local community based organizations, substance abuse centers and federal agencies. If necessary, the Company records a provision for doubtful receivables to allow for amounts which may be unrecoverable. This provision is based upon an analysis of the Company's prior collection experience, customer creditworthiness and current economic trends. We do not adjust our receivables for the effects of a significant financing component at contract inception if we expect to collect the receivables in one year or less from the time of sale. We provide reserves against accounts receivable for estimated losses that may result from a customer's inability to pay. Amounts determined to be uncollectible are charged or written-off against the reserve. Unbilled accounts receivable relates to various service contracts for which work has been performed, though invoicing has not yet occurred.

Concentration Risk

Customers

The Company has long-term contracts with the USG that expire at various times from 2020 through 2029. The Company has derived a significant portion of its revenue from sales of ACAM2000 and Anthrax Vaccines under contracts with the USG. The Company's current USG contracts do not necessarily increase the likelihood that it will secure future comparable contracts with the USG. The Company expects that a significant portion of the business will continue to be under government contracts that present a number of risks that are not typically present in the commercial contracting process. USG contracts for ACAM2000 and Anthrax Vaccines are subject to unilateral termination or modification by the government. The Company may fail to achieve significant sales of ACAM2000 and Anthrax Vaccines to customers in addition to the USG, which would harm its growth opportunities. The Company's other product sales are largely sold commercially through physician-directed or standing order prescriptions at retail pharmacies, as well as to state health departments, local law enforcement agencies, community-based organizations, substance abuse centers and other federal agencies.

Although the Company seeks expand its customer base and to renew its agreements with its customers prior to expiration of a contract, a delay in securing a renewal or a failure to secure a renewal or securing a renewal on less favorable terms may have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s accounts receivables do not represent a significant concentration of credit risk. The USG accounted for approximately 64%, 61% and 76% of total revenues for 2020, 2019 and 2018, respectively. The Company’s accounts receivable as of December 31, 2020 and 2019, consist primarily of amounts due from the USG or other large multi-national highly reputable customers for product sales, CDMO services or from government agencies under government grants. Management does not deem credit risk to be significant.

Financial Institutions

Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

Lender Counterparties

There is lender counterparty risk associated with the Company's revolving credit facility and derivatives instruments. There is risk that the Company’s revolving credit facility investors and derivative counterparties will not be available to fund as obligated. If funding under the revolving credit facility is unavailable, the Company may have to acquire a replacement credit facility from different counterparties at a higher cost or may be unable to find a suitable replacement. The Company seeks to manage risks from its revolving credit facility and derivative instruments by contracting with experienced large financial institutions and monitoring the credit quality of its lenders. As of December 31, 2020, the Company did not anticipate nonperformance by any of its counterparties.

Inventories

Inventories are stated at the lower of cost or net realizable value with cost being determined using a standard cost method, which approximates average cost. Average cost consists primarily of material, labor and manufacturing overhead expenses (including fixed production-overhead costs) and includes the services and products of third-party suppliers. The Company analyzes its inventory levels quarterly and writes down, in the applicable period, inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected customer demand. The Company also writes off, in the applicable period, the costs related to expired inventory. Costs of purchased inventories are recorded using weighted-average costing. The Company determines normal capacity for each production facility and allocates fixed production-overhead costs on that basis.

The Company records inventory acquired in business acquisitions utilizing the comparative sales method, which estimates the expected sales price reduced for all costs expected to be incurred to complete/dispose of the inventory with a profit on those costs.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairments. subject to reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The cost of normal, recurring or periodic repairs and maintenance activities related to property, plant and equipment are expensed as incurred. The cost for planned major maintenance activities, including the related acquisition or construction of assets, is capitalized if the repair will result in future economic benefits.

Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the life of the underlying asset.

The Company capitalizes internal-use software when both (a) the software is internally developed, acquired, or modified solely to meet the entity’s internal needs and (b) during the software’s development or modification, no substantive plan either exists or is being developed to market the software externally. Capitalization of qualifying internal-use software costs begins when the preliminary project stage is completed, management with the relevant authority, implicitly or explicitly, authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

We generally depreciate or amortize the cost of our property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets, which are summarized as follows:


Land			Not depreciated
Buildings			31-39 years
Building improvements			10-39 years
Furniture and equipment			3-15 years
Software			3-7 years
Leasehold improvements			Lesser of the asset life or lease term

Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred.

The Company determines the fair value of the property, plant and equipment acquired in a business combination utilizing either the cost approach or the sales comparison approach. The cost approach is determined by establishing replacement cost of the asset and then subtracting any value that has been lost due to economic obsolescence, functional obsolescence, or physical deterioration. The sales comparison approach determines an asset is equal to the market price of an asset of comparable features such as design, location, size, construction, materials, use, capacity, specification, operational characteristics and other features or descriptions.

Income taxes

Income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and research and development tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.

Deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recognized under the asset and liability method of accounting for income taxes. This method gives consideration to the future tax consequences of the deferred income tax items and immediately recognizes changes in income tax laws in the year of enactment.

The Company's ability to realize deferred tax assets depends upon future taxable income as well as the limitations discussed below. For financial reporting purposes, a deferred tax asset must be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized prior to expiration. The Company considers future taxable income and ongoing tax planning strategies in assessing the need for valuation allowances. In general, if the Company determines that it is more likely than not to realize more than the recorded amounts of net deferred tax assets in the future, the Company will reverse all or a portion of the valuation allowance established against its deferred tax assets, resulting in a decrease to income taxes in the period in which the determination is made. Likewise, if the Company determines that it is not more likely than not to realize all or part of the net deferred tax asset in the future, the Company will establish a valuation allowance against deferred tax assets, with an offsetting increase to income taxes, in the period in which the determination is made.

Under sections 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a "loss corporation", as defined therein, there are annual limitations on the amount of net operating losses and deductions that are available. The Company has recognized the portion of net operating losses and research and development tax credits acquired that will not be limited and are more likely than not to be realized.

Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions, in (1) calculating the Company's income tax expense, deferred tax assets and deferred tax liabilities, (2) determining any valuation allowance recorded against deferred tax assets and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company's estimates and assumptions may differ from tax benefits ultimately realized.

Acquisitions

In determining whether an acquisition is a business combination versus an asset acquisition, the Company evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If that threshold is met, the set of assets and activities is not a business and therefore treated as an asset acquisition. If that threshold is not met, the entity evaluates whether the set meets the definition of a business. If an acquired asset or asset group does not meet the definition of a business, the transaction is accounted for as an asset acquisition. Otherwise, the acquisition is treated as a business combination.

In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the merger or acquisition at their respective fair values with limited exceptions and generally use Level 3 fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Accordingly, the Company may be required to value assets at fair values that do not reflect the Company's intended use of those assets. Any excess of the purchase price (consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the Company's consolidated financial statements after the date of the merger or acquisition. If the Company determines the assets acquired do not meet the definition of a business under the acquisition method of accounting, the transaction will be accounted for as an asset acquisition and recorded at cost rather than a business combination and, therefore, no goodwill will be recorded.

The fair values of intangible assets are determined utilizing information available at or near the merger or acquisition date based on expectations and assumptions that are deemed reasonable by management. Given the considerable judgment involved in determining fair values, the Company typically obtains assistance from third-party valuation specialists for significant items. Amounts allocated to acquired IPR&D are capitalized and accounted for as indefinite-lived intangible assets until the completion or abandonment of the associated research and development effort and are evaluated for impairment at least annually. Upon successful completion of each project, the Company will make a separate determination as to the remaining useful life of the asset and begin amortization. The judgments made in determining estimated fair values assigned to assets acquired and liabilities assumed in a business combination, as well as asset lives, can materially affect the Company’s results of operations.

The fair values of identifiable intangible assets related to current products and product rights are primarily determined by using an income approach through which fair value is estimated based on each asset’s discounted projected net cash flows. The Company's estimates of market participant net cash flows consider historical and projected pricing, margins and expense levels, the performance of competing products where applicable, relevant industry and therapeutic area growth drivers and factors, current and expected trends in technology and product life cycles, the time and investment that will be required to develop products and technologies, the ability to obtain marketing and regulatory approvals, the ability to manufacture and commercialize the products, the extent and timing of potential new product introductions by the Company’s competitors, and the life of each asset’s underlying patent, if any. The net cash flows are then probability-adjusted where appropriate to consider the uncertainties associated with the underlying assumptions, as well as the risk profile of the net cash flows utilized in the valuation. The probability-adjusted future net cash flows of each product are then discounted to present value utilizing an appropriate discount rate.

Assets acquired and liabilities assumed in a business combination that arise from contingencies are recognized at fair value if fair value can reasonably be estimated. If the acquisition date fair value of an asset acquired or liability assumed that arises from a contingency cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized.

Asset Impairment Analysis

Goodwill and Indefinite-lived Intangible Assets

Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but is reviewed for impairment. Goodwill is allocated to the Company's reporting units, which are one level below its operating segment. The Company evaluates goodwill and other indefinite-lived intangible assets for impairment annually as of October 1 and earlier if an event or other circumstance indicates that we may not recover the carrying value of the asset. If the Company believes that as a result of its qualitative assessment it is more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is greater than its carrying amount, the quantitative impairment test is not required. If however it is determined that it is not more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is greater than its carrying amount, a quantitative test is required.

The quantitative goodwill impairment test is performed using a one-step process. The process is to compare the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit is impaired and an impairment loss is recognized in an amount equal to that excess. The Company utilized a quantitative assessment for our goodwill impairment testing of one reporting unit in 2020. The Company used a qualitative assessment for our goodwill impairment testing for all other reporting units in 2020 and all reporting units in 2019. The assessments completed during the years ended December 31, 2020 and 2019 indicated no impairment losses.

The Company had material indefinite lived intangible assets associated with in-process research and development (IPR&D). Following a qualitative assessment indicating that it is not more likely than not that the fair value of the indefinite lived intangible asset exceeds its carrying amount, the Company compares the estimated fair value of the intangible with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Determining fair value requires the exercise of judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows (see Notes 5. Fair value measurements and 8. Intangible assets and goodwill).

Long-lived Assets

Long-lived assets such as intangible assets and property, plant and equipment are not required to be tested for impairment annually. Instead, long-lived assets are tested for impairment whenever circumstances indicate that the carrying amount of the asset may not be recoverable, such as when the disposal of such assets is likely or there is an adverse change in the market involving the business employing the related assets. If an impairment analysis is required, the impairment test employed is based on whether the Company’s intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of undiscounted future cash flows to the carrying value of the asset. If the carrying value of the asset exceeds the undiscounted cash flows, the asset would not be deemed to be recoverable. Impairment would then be measured as the excess of the asset’s carrying value over its fair value. Fair value is typically determined by discounting the future cash flows associated with that asset. If the intent is to hold the asset for sale and certain other criteria are met, the impairment test involves comparing the asset’s carrying value to its fair value less costs to sell. To the extent the carrying value is greater than the asset’s fair value less costs to sell, an impairment loss is recognized in an amount equal to the difference. Significant judgments used for long-lived asset impairment assessments include identifying the appropriate asset groupings and primary assets within those groupings, determining whether events or circumstances indicate that the carrying amount of the asset may not be recoverable, determining the future cash flows for the assets involved and assumptions applied in determining fair value, which include, reasonable discount rates, growth rates, market risk premiums and other assumptions about the economic environment.

Contingent Consideration

In connection with the Company's acquisitions accounted for as business combinations, the Company records contingent consideration associated with sales-based royalties, sales-based milestones and development and regulatory milestones at fair value. The fair value model used to calculate these obligations is based on the income approach (a discounted cash flow model) that has been risk adjusted based on the probability of achievement of net sales and achievement of the milestones. The inputs the Company uses for determining the fair value of the contingent consideration associated with sales-based royalties, sales-based milestones and development and regulatory milestones are Level 3 fair value measurements. The Company re-evaluates the fair value on a quarterly basis. Changes in the fair value can result from adjustments to the discount rates and updates in the assumed timing of or achievement of net sales and/or the achievement of development and regulatory milestones. Any future increase or decrease in the fair value of the contingent consideration associated with sales-based royalties and sales-based milestones along with development and regulatory milestones are based on an assessment of the likelihood that the underlying net sales or milestones will be achieved.

The associated payments which will become due and payable for sales-based royalties and milestones result in a charge to cost of product sales and CDMO in the period in which the increase is determined. Similarly, any future decrease in the fair value of contingent consideration associated with sales-based royalties and sales-based milestones will result in a reduction in cost of product sales and CDMO. The changes in fair value for potential future sales-based royalties associated with product candidates in development will result in a charge to cost of product sales and CDMO services expense in the period in which the increase is determined.

The associated payment or payments which will become due and payable for development and regulatory milestones will result in a charge to research and development expense in the period in which the increase is determined. Similarly, any future decrease in the fair value for development and regulatory milestones will result in a reduction in research and development expense.

Revenue recognition

On January 1, 2018 the Company adopted ASC topic 606 using the modified retrospective approach applied to those contracts in effect as of January 1, 2018.

The Company recognizes revenue when the Company's customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services by analyzing the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. To indicate the transfer of control for the Company’s product sales and CDMO services, it must have a present right to payment, legal title must have passed to the customer, and the customer must have the significant risks and rewards of ownership.

Multiple performance obligations

A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under ASC 606. Contracts sometimes include options for customers to purchase additional products or services in the future. Customer options that provide a material right to the customer, such as free or discounted products or services, gives rise to a separate performance obligation. For contracts with multiple performance obligations, the Company allocates the contract price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers, however when prices in standalone sales are not available the Company may use third-party pricing for similar products or services or estimate the standalone selling price. Allocation of the transaction price is determined at the contracts’ inception.

Transaction price and variable consideration

Once the performance obligations in the contract have been identified, the Company estimates the transaction price of the contract. The estimate includes amounts that are fixed as well as those that can vary based on expected outcomes of the activities or contractual terms. The Company's variable consideration includes consideration transferred under its development contracts with the USG as consideration received can vary based on developmental progression of the product candidate(s). When a contract's transaction price includes variable consideration, the Company evaluates the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration estimates are updated at each reporting date. There were no significant constraints or material changes to the Company's variable consideration estimates as of or during the twelve months ended December 31, 2020.

Contract financing

In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provides the customer with a significant benefit of financing the transfer of goods or services to the customer, which is called a significant financing component. The Company does not adjust transaction price for the effects of a significant financing component when the period between the transfer of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less.

Product sales

CBRNE, EID, emerging health crisis

The primary customer for the Company's CBRNE products and the primary source of funding for the development of its CBNRE product candidate portfolio is the USG. The Company's contracts for the sale of CBRNE products generally have a single performance obligation. Certain product sales contracts with the USG include multiple performance obligations, which generally include the marketed product and plasma collection. The USG contracts for the sale of the Company's CBRNE products are normally multi-year contracts. AV7909 and Trobigard are product candidates that are not approved by the FDA or any other health agency, but are procured by certain government agencies under special circumstances.

For our product sales, we recognize revenue at a "point in time" when the Company’s performance obligations have been satisfied and control of the products transfer to the customer. This “point in time” depends on several factors, including delivery, transfer of legal title, transition of risk and rewards of the product to the customer and the Company's right to payment. The Company's contracts for the sale of the Company's CBRNE products also include certain acceptance criteria before title passes to the customer.

Acute/emergency care (Opioid) and travel health

Revenues are recognized when control of the goods are transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that is subject to a constraint. Estimates of variable consideration includes allowances for returns, specialty distributor fees, wholesaler fees, prompt payment discounts, government rebates, chargebacks and rebates under managed care plans. Revenues from sales of products is recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with such variable consideration is subsequently resolved. Provisions for variable consideration revenues from sales of products are recorded at the net sales price. Product sales revenue is recognized when control has transferred to the customer, which occurs at a point in time, which is typically upon delivery to the customer. Calculating certain of these provisions involves estimates and judgments and the Company determines their expected value based on sales or invoice data, contractual terms, historical utilization rates, new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, the Company's expectations regarding future utilization rates for these programs and channel inventory data. These provisions reflect the Company's best estimate of the amount of consideration to which the Company is entitled based on the terms of the contract. The amount of variable consideration that is included in the transaction price may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company reassesses the Company's provisions for variable consideration at each reporting date. Historically, adjustments to estimates for these provisions have not been material.

Provisions for returns, specialty distributor fees, wholesaler fees, government rebates and rebates under managed care plans are included within current liabilities in the Company's consolidated balance sheets. Provisions for chargebacks and prompt payment discounts are shown as a reduction in accounts receivable.

CDMO services

The Company performs CDMO services for third parties. Under these contracts, activities can include pharmaceutical product process development, manufacturing and filling services for injectable and other sterile products, inclusive of process design, technology transfer, manufacturing validations, laboratory analytical development support, aseptic filling, lyophilization, final packaging and accelerated and ongoing stability studies. These contracts vary in duration and number of performance obligations. Performance obligations can include technology transfer activities, stand-ready obligations, suite-reservations and drug substance manufacturing. The Company has determined that the technology transfer, stand-ready and suite-reservation performance obligations are satisfied over time; drug substance manufacturing performance obligations are satisfied when the goods have been released, legal title has passed and the goods are in the customer's possession. The suite-reservation performance obligations generally are considered an operating lease as the customer obtains substantially all of the economic benefits of the identified asset and has the right to direct its use. The associated revenue is recognized on a straight-line basis over the term of the lease.

Contracts and grants

The Company generates contract and grant revenue primarily from cost-plus-fee contracts associated with development of certain product candidates. Revenues from reimbursable contracts are recognized as costs are incurred, generally based on allowable costs incurred during the period, plus any recognizable earned fee. The Company uses this input method to measure progress as the customer has the benefit of access to the development research under these projects and therefore benefits from the Company's performance incrementally as research and development activities occur under each project. We consider fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. We analyze costs for contracts and reimbursable grants to ensure reporting of revenues gross versus net is appropriate. Revenue for long-term development contracts is considered variable consideration, because the deliverable is dependent on the successful completion of development and is generally recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with satisfying the performance obligation over time. The USG contracts for the development of the Company's CBRNE product candidates are normally multi-year contracts. Revenue for long-term development contracts is generally recognized over-time based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time.

Research and development

The Company expenses research and development costs as incurred. The Company's research and development expenses consist primarily of:

▪personnel-related expenses;

▪fees to professional service providers for, among other things, analytical testing, independent monitoring or other administration of the Company's clinical trials and obtaining and evaluating data from the Company's clinical trials and non-clinical studies;

▪costs of CDMO services for clinical trial material; and

▪costs of materials used in clinical trials and research and development.

Comprehensive income

Comprehensive income is comprised of net income and other changes in equity that are excluded from net income. The Company includes translation gains and losses incurred when converting its subsidiaries' financial statements from their functional currency to the U.S. dollar in accumulated other comprehensive income as well as gains and losses on its pension benefit obligation and derivative instruments.

Translation of Foreign Currencies

For our non-U.S. subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange at the balance sheet date. Income and expense items are translated at the average foreign currency exchange rates for the period. Adjustments resulting from the translation of the financial statements of our foreign operations into U.S. dollars are excluded from the determination of net income and are recorded in accumulated other comprehensive income, a separate component of equity. For subsidiaries where the functional currency of the assets and liabilities differ from the local currency, non-monetary assets and liabilities are translated at the rate of exchange in effect on the date assets were acquired while monetary assets and liabilities are translated at current rates of exchange as of the balance sheet date. Income and expense items are translated at the average foreign currency rates for the period. Translation adjustments of these subsidiaries are included in other income (expense), net in our consolidated statements of income.

Earnings per share

The Company calculates basic earnings per share by dividing net income by the weighted average number of shares of common stock outstanding during the period.

For the years ended December 31, 2020, 2019, and 2018 the Company calculated diluted earnings per share using the treasury method by dividing net income by the weighted average number of shares of common stock outstanding during the period. The weighted average number of diluted shares was adjusted for the potential dilutive effect of the exercise of stock options and the vesting of restricted stock units.

Accounting for stock-based compensation

The Company has one stock-based employee compensation plan, the Emergent BioSolutions Inc. Stock Incentive Plan (the "Emergent Plan"), under which the Company may grant various types of equity awards including stock options, restricted stock units and performance stock units.

The terms and conditions of equity awards (such as price, vesting schedule, term and number of shares) under the Emergent Plan is determined by the compensation committee of the Company's board of directors, which administers the Emergent Plan. Each equity award granted under the Emergent Plan vests as specified in the relevant agreement with the award recipient and no option can be exercised after seven years from the date of grant depending on the grant date. The Company charges the estimated fair value of awards against income on a straight-line basis over the requisite service period, which is generally the vesting period. Where awards are made with non-substantive vesting periods (for instance, where a portion of the award vests upon retirement eligibility), the Company estimates and recognizes expense based on the period from the grant date to the date the employee becomes retirement eligible.

The Company determines the fair value of restricted stock units using the closing market price of the Company's common stock on the day prior to the date of grant. The Company's performance stock units settle in the Company's stock. The fair value is determined on the date of the grant using the number of shares expected to be earned and

the ending market value of the stock on the day prior to the grant date. The number of shares expected to vest is determined by assessing the probability that the performance criteria will be met and the associated targeted payout level that is forecasted will be achieved.

The Company utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted. Set forth below is a discussion of the Company's methodology for developing each of the assumptions used:

▪Expected dividend yield — the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future.

▪Expected volatility — a measure of the amount by which a financial variable, such as share price, has fluctuated (historical volatility) or is expected to fluctuate (implied volatility) during a period. The Company analyzed its own historical volatility to estimate expected volatility over the same period as the expected average life of the options.

▪Risk-free interest rate — the range of U.S. Treasury rates with a term that most closely resembles the expected life of the option as of the date on which the option is granted.

▪Expected average life of options — the period of time that options granted are expected to remain outstanding, based primarily on the Company's expectation of optionee exercise behavior subsequent to vesting of options.

Pension plans

The Company maintains defined benefit plans for employees in certain countries outside the U.S., including retirement benefit plans required by applicable local law. The plans are valued by independent actuaries using the projected unit credit method. The liabilities correspond to the projected benefit obligations of which the discounted net present value is calculated based on years of employment, expected salary increase, and pension adjustments. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. Actuarial gains and losses are deferred in accumulated other comprehensive income, net of tax and are amortized over the remaining service attribution periods of the employees under the corridor method. Differences between the expected long-term return on plan assets and the actual annual return are amortized to net periodic benefit cost over the estimated remaining life as a component of selling, general and administrative expenses in the consolidated statements of operations.

Derivative Instruments and Hedging Activities

The Company's interest rate swaps qualify for hedge accounting as cash flow hedges. All derivatives are recorded on the balance sheet at fair value. Hedge accounting provides for the matching of the timing of gain or loss recognition on these interest rate swaps with the recognition of the changes in interest expense on the Company's variable rate debt. For derivatives designated as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The cash flows from the designated interest rate swaps are classified as a component of operating cash flows, similar to interest expense.

Recently issued accounting standards

Recently Adopted

ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13")

In June 2016, the FASB issued ASU 2016-13. ASU 2016-13 provides guidance on measurement of credit losses on financial instruments that changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and that requires entities to use a new, forward-looking “expected loss” model that is expected to generally result in the earlier recognition of allowances for losses. The guidance became effective for annual periods beginning after December 15, 2019, including interim periods within those years. The Company adopted the standard as of January 1, 2020 and has evaluated the effects of this standard and determined that the adoption did not have a material impact on the Company's consolidated financial statements.

ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820) ("ASU 2018-13")

In August 2018, the FASB issued ASU 2018-13. ASU 2018-13 improves the disclosure requirements on fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company adopted the standard as of January 1, 2020 which has resulted in expanded disclosures around the Company's recurring level 3 fair value measurements. The disclosures are included in note 5 of the condensed consolidated financial statements.

ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans ("ASU 2018-14")

In August 2018, the FASB issued ASU 2018-14. ASU 2018-14 modifies the disclosure requirements for defined benefit pension plans and other post-retirement plans. ASU 2018-14 is effective for all entities for fiscal years ending after December 15, 2020. The Company adopted the standard on a retrospective basis for the reporting period ended December 31, 2020. There was no impact on the Company's consolidated financial statements.

ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15")

In August 2018, the FASB issued ASU 2018-15. ASU 2018-15 clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for all entities for fiscal years beginning after December 15, 2019. The Company adopted the standard as of January 1, 2020 and has evaluated the effects of this standard and determined that the adoption did not have a material impact on the Company's consolidated financial statements.

ASU 2017-4, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-4")

In January 2017, the FASB issued ASU 2017-4. ASU 2017-4 simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. ASU 2017-4 is effective for annual and interim goodwill tests beginning after December 15, 2019. The Company's measurement period is October 1. The Company adopted the standard as of January 1, 2020 and has evaluated the effects of this standard and determined that the adoption did not have a material impact on the Company's consolidation financial statements.

Not Yet Adopted

ASU 2019-12, Simplifications to Accounting for Income Taxes ("ASU 2019-12")

In December 2019, the FASB issued ASU 2019-12. ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including deferred taxes for goodwill and allocating taxes for members of a consolidated group. ASU 2019-12 is effective for all entities for fiscal years beginning after December 15, 2020, and earlier adoption is permitted. The Company will adopt the standard as of January 1, 2021 and has determined that the adoption will not impact the Company's consolidated financial statements.

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the FASB issued Topic 848. Topic 848 provides relief for impacted areas as it relates to impending reference rate reform. ASC 848 contains optional expedients and exceptions to debt arrangements, contracts, hedging relationships, and other areas or transactions that are impacted by reference rate reform. This guidance is effective upon issuance for all entities and elections of certain optional expedients are required to apply the provisions of the guidance. The Company continues to assess all potential impacts of the standard and will disclose the nature and reason for any elections that the Company makes.

Revenue recognition

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

Revenue recognition

For the years ended December 31, 2020, 2019 and 2018 the Company's revenues disaggregated by the major sources was as follows:


(in millions)	Year Ended December 31,
	2020						2019						2018
	U.S Government		Non-U.S. Government		Total		U.S Government		Non-U.S. Government		Total		U.S Government		Non-U.S. Government		Total
Product sales	$	626.0	$	363.8	$	989.8	$	568.8	$	334.7	$	903.5	$	526.1	$	80.4	$	606.5
CDMO services	253.3		197.2		450.5		—		80.0		80.0		—		98.9		98.9
Contracts and grants	109.2		5.9		115.1		105.9		16.6		122.5		71.5		5.5		77.0
Total revenues	$	988.5	$	566.9	$	1,555.4	$	674.7	$	431.3	$	1,106.0	$	597.6	$	184.8	$	782.4

The Company's product sales from Anthrax Vaccines, ACAM2000, NARCAN Nasal Spray and Other comprised approximately:


	2020		2019		2018
% of product sales:
Anthrax Vaccines	38	%	19	%	46	%
NARCAN Nasal Spray	31	%	31	%	7	%
ACAM2000	20	%	27	%	19	%
Other	11	%	23	%	28	%

As of December 31, 2020, 2019 and 2018, aside from sales to the USG, there were no sales to an individual customer in excess of 10% of total revenues. For the years ended December 31, 2020, 2019, and 2018, the Company’s revenues within the United States comprised 93%, 90% and 91%, respectively, of total revenues.

The Company operates in one business segment. Therefore, results of the Company's operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting.

Contract liabilities

When performance obligations are not transferred to a customer at the end of a reporting period, the amount allocated to those performance obligations are reflected as contract liabilities on the consolidated balance sheets and are deferred until control of these performance obligations is transferred to the customer. The following table presents the rollforward of contract liabilities:


(in millions)
December 31, 2018	$	73.1
Deferral of revenue	46.7
Revenue recognized	(30.9)
Balance at December 31, 2019	88.9
Deferral of revenue	146.2
Revenue recognized	(135.0)
Balance at December 31, 2020	$	100.1

As of December 31, 2020 and 2019, the current portion of contract liabilities was $44.6 million and $3.3 million, respectively, and was included in other current liabilities on the balance sheet.

Transaction price allocated to remaining performance obligations

As part of the Company's multi-year CDMO services arrangements that were entered into during 2020, the Company identified a suite-reservation performance obligation which is considered an operating lease as the customer obtains substantially all of the economic benefits of the identified asset and has the right to direct its use. The associated revenue is recognized on a straight-line basis over the term of the lease. The remaining term on the Company's operating lease performance obligations approximates 2.3 years. The Company utilizes a cost-plus model to determine the stand-alone selling price of the lease component to allocate contract consideration between the lease and non-lease components. During the year ended December 31, 2020, the Company's lease revenues were $30.5 million, which is included within CDMO services in the consolidated statement of operations. The Company did not recognize lease revenue during the years ended December 31, 2019 and 2018. The Company has allocated contracted operating lease revenues due under our long-term CDMO service arrangements as follows:


	Year Ended December 31,
2021	74.8
2022	74.8
2023	15.7
	$	165.3

As of December 31, 2020, the Company expects future revenues of approximately $1.9 billion associated with all performance obligations described above that have not been satisfied and all other arrangements entered into by the Company. The Company expects to recognize a majority of these revenues within the next 24 months. However, the amount and timing of revenue recognition for unsatisfied performance obligations can materially change due to timing of funding appropriations from the USG and the overall success of the Company's development activities associated with its PHT procured product candidates that are then receiving development funding support from the USG under development contracts. In addition, the amount of future revenues associated with unsatisfied performance obligations excludes the value associated with unexercised option periods in the Company's contracts.

Contract assets

The Company considers unbilled accounts receivables and deferred costs associated with revenue generating contracts, which are not included in inventory or property, plant and equipment, as contract assets. As of December 31, 2020 and 2019, the Company had contract assets associated with deferred costs of $41.1 million and $34.0 million, respectively, which is included in prepaid expenses and other current assets and other assets on the Company's consolidated balance sheets.

Accounts receivable

Accounts receivable including unbilled accounts receivable contract assets consist of the following:


	December 31,
(in millions)	2020		2019
Billed, net	$	172.7	$	227.3
Unbilled	58.2		43.4
Total, net	$	230.9	$	270.7

As of December 31, 2020 and 2019, the allowance for doubtful accounts was $3.1 million and de minimis, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Acquisitions

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Acquisitions

Adapt

On October 15, 2018, the Company acquired Adapt, a company focused on developing new treatment options and commercializing products addressing opioid overdose and addiction. Adapt's NARCAN® (naloxone HCI) Nasal Spray marketed product is the first needle-free formulation of naloxone approved by the FDA and Health Canada for the emergency treatment of known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression. This acquisition included approximately 50 employees, located in the U.S., Canada, and Ireland, including those responsible for supply chain management, research and development, government affairs, and commercial operations. The products and product candidates within Adapt's portfolio are consistent with the Company's mission and expand the Company's core business of addressing public health threats.

The total purchase price revised for adjustments is summarized below:


(in millions)	October 15, 2018
Cash	$	581.5
Equity	37.7
Fair value of contingent purchase consideration	48.0
Preliminary purchase consideration	667.2
Adjustments	1.5
Final purchase consideration	$	668.7

The Company issued 733,309 shares of Common Stock at $60.44 per share, the closing price of Emergent's share price on October 15, 2018, for a total of $44.3 million (inclusive of adjustments). The $44.3 million value of the common stock shares issued has been adjusted to a fair value of $37.7 million considering a discount for lack of marketability due to a two-year lock-up period beginning on October 15, 2018. The remaining consideration payable for the acquisition consists of up to $100 million in cash based on the achievement of certain sales milestones through 2022 which the Company has determined the fair value of to be $48.0 million as of the acquisition date. The fair value of the contingent purchase consideration is based on management’s assessment of the potential future realization of the contingent purchase consideration payments. This assessment is based on inputs that have no observable market (Level 3). The obligation is measured using a discounted cash flow model.

This transaction was accounted for by the Company under the acquisition method of accounting, with the Company as the acquirer. Under the acquisition method of accounting, the assets and liabilities of Adapt were recorded as of October 15, 2018, the acquisition date, at their respective fair values, and combined with those of the Company. The Company reflects measurement period adjustments in the period in which the adjustments occur. The adjustments during the measurement period resulted from receipt of additional financial information associated with certain acquired contract assets and the value of associated contingent purchase consideration. These adjustments did not impact the Company's statements of operations.

The table below summarizes the final allocation of the purchase price based upon fair values of assets acquired and liabilities assumed at October 15, 2018.


(in millions)	October 15, 2018		Measurement Period Adjustments		Updated October 15, 2018
Fair value of tangible assets acquired and liabilities assumed:
Cash	$	17.7	$	—	$	17.7
Accounts receivable	21.3		—		21.3
Inventory	41.4		—		41.4
Prepaid expenses and other assets	7.8		3.0		10.8
Accounts payable	(32.2)		—		(32.2)
Accrued expenses and other liabilities	(50.4)		—		(50.4)
Deferred tax liability, net	(62.4)		(0.5)		(62.9)
Total fair value of tangible assets acquired and liabilities assumed	(56.8)		2.5		(54.3)

Acquired in-process research and development	41.0		—		41.0
Acquired intangible asset	534.0		—		534.0
Goodwill	149.0		(1.0)		148.0
Total purchase price	$	667.2	$	1.5	$	668.7

The Company determined the fair value of the intangible asset using the income approach, which is based on the present value of future cash flows. The fair value measurements are based on significant unobservable inputs that are developed by the Company using estimates and assumptions of the respective market and market penetration of the Company's products.

The fair value of the intangible asset acquired for Adapt's marketed product NARCAN® Nasal Spray was valued at $534.0 million. The Company has determined the useful life of the NARCAN® Nasal Spray intangible asset to be 15 years. The Company calculated the fair value of the NARCAN® Nasal Spray intangible asset using the income approach with a present value discount rate of 10.5%, which is based on the weighted-average cost of capital for companies with profiles substantially similar to that of Adapt. This is comparable to the internal rate of return for the acquisition and represents the rate that market participants would use to value these intangible assets. The projected cash flows from the NARCAN® Nasal Spray intangible asset were based on key assumptions including: estimates of revenues and operating profits; and risks related to the viability of and potential alternative treatments in any future target markets.

The intangible asset associated with IPR&D acquired from Adapt is related to a product candidate. Management determined that the acquisition-date fair value of intangible assets related to IPR&D was $41.0 million. The fair value was determined using the income approach, which discounts expected future cash flows to present value. The Company calculated the fair value using a present value discount rate of 11%, which is based on the weighted-average cost of capital for companies with that profiles substantially similar to that of Adapt and IPR&D assets at a similar stage of development as the product candidate. The Company has recorded impairment charges of $29.0 million and $12.0 million during the years ended December 31, 2020 and December 31, 2019, respectively. The fair value of the IPR&D intangible asset is de minimus at December 31, 2020 (see Note 8).

The Company determined the fair value of the inventory using the comparative sales method, which estimates the expected sales price reduced for all costs expected to be incurred to complete/dispose of the inventory with a profit on those costs.

The Company recorded approximately $148.0 million in goodwill related to the Adapt acquisition, which is calculated as the purchase price paid in excess of the fair value of the tangible and intangible assets acquired representing the future economic benefits the Company expects to receive as a result of the acquisition. The goodwill created from the Adapt acquisition is associated with early stage pipeline products. The goodwill generated from the Adapt acquisition is not expected to be deductible for tax purposes.

PaxVax

On October 4, 2018, the Company completed the acquisition of PaxVax Holding Company Ltd. ("PaxVax"), a company focused on developing, manufacturing, and commercializing specialty vaccines that protect against existing and emerging infectious diseases. This acquisition includes Vivotif® (Typhoid Vaccine Live Oral Ty21a), the only oral

vaccine licensed by the FDA for the prevention of typhoid fever, Vaxchora® (Cholera Vaccine, Live, Oral), the only FDA-licensed vaccine for the prevention of cholera, adenovirus 4/7 and additional clinical-stage vaccine candidates targeting chikungunya and other emerging infectious diseases, European-based current good manufacturing practices ("cGMP") biologics manufacturing facilities, and approximately 250 employees including those in research and development, manufacturing, and commercial operations with a specialty vaccines sales force in the U.S. and in select European countries. The products and product candidates within PaxVax's portfolio are consistent with the Company’s mission and will expand the Company’s core business of addressing PHTs. In addition, the acquisition expands the Company's manufacturing capabilities.

At the closing, the Company paid a cash consideration of $273.1 million (inclusive of closing adjustments). This transaction was accounted for by the Company under the acquisition method of accounting, with the Company as the acquirer. Under the acquisition method of accounting, the assets and liabilities of PaxVax were recorded as of October 4, 2018, the acquisition date, at their respective fair values, and combined with those of the Company.

The table below summarizes the final allocation of the purchase consideration based upon the fair values of assets acquired and liabilities assumed at October 4, 2018.


(in millions)	October 4, 2018		Measurement Period Adjustments		Updated October 4, 2018
Fair value of tangible assets acquired and liabilities assumed:

Cash	$	9.0	$	—	$	9.0
Accounts receivable	4.1		—		4.1
Inventory	19.7		—		19.7
Prepaid expenses and other assets	12.2		(0.3)		11.9
Property, plant and equipment	57.8		—		57.8
Deferred tax assets, net	3.8		1.8		5.6
Accounts payable	(3.5)		—		(3.5)
Accrued expenses and other liabilities	(33.6)		(0.4)		(34.0)
Total fair value of tangible assets acquired and liabilities assumed	69.5		1.1		70.6

Acquired in-process research and development	9.0		(9.0)		—
Acquired intangible assets	133.0		—		133.0
Goodwill	61.6		7.9		69.5
Total purchase consideration	$	273.1	$	—	$	273.1

The fair value of the intangible assets acquired for PaxVax's marketed products are valued at a total of $133.0 million. The Company has determined that the weighted average useful lives of the intangible assets to be 19 years.

The Company determined the fair value of the intangible assets using the income approach, which is based on the present value of future cash flows. The fair value measurements are based on significant unobservable inputs that are developed by the Company using estimates and assumptions of the respective market and market penetration of the Company's products.

The Company calculated the fair value of the Vivotif and Vaxchora intangible assets using the income approach with a present value discount rate of 14.5% and 15%, respectively, which is based on the weighted-average cost of capital for companies with profiles substantially similar to that of PaxVax. This is comparable to the internal rate of return for the acquisition and represents the rate that market participants would use to value these intangible assets. The projected cash flows from these intangible assets were based on key assumptions including: estimates of revenues and operating profits; and risks related to the viability of and potential alternative treatments in any future target markets.

The intangible asset associated with IPR&D acquired from PaxVax is related to a product candidate. The Company adjusted the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the

measurement of the amounts recognized as of that date. The Company estimates the fair value based on the income approach.

The Company determined the fair value of the property, plant and equipment utilizing either the cost approach or the sales comparison approach. The cost approach is determined by establishing replacement cost of the asset and then subtracting any value that has been lost due to economic obsolescence, functional obsolescence, or physical deterioration. The sales comparison approach determines an asset is equal to the market price of an asset of comparable features such as design, location, size, construction, materials, use, capacity, specification, operational characteristics and other features or descriptions.

The Company recorded approximately $69.5 million in goodwill related to the PaxVax acquisition, calculated as the purchase price paid in the acquisition that was in excess of the fair value of the tangible and intangible assets acquired representing the future economic benefits the Company expects to receive as a result of the acquisition. The goodwill created from the PaxVax acquisition is associated with early stage pipeline products along with potential CDMO services. The majority of the goodwill generated from the PaxVax acquisition is expected to be deductible for tax purposes.

The Company has incurred transaction costs related to the PaxVax acquisition of approximately $4.5 million for the year ended December 31, 2019, which were recorded in selling, general and administrative expenses.

Fair value measurements

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair value measurements

The Company’s recurring fair value measurement items recorded on a recurring basis primarily consist of contingent consideration, interest rate swaps and investments in money market funds.

Contingent consideration

The contingent consideration liabilities have been generated from our acquisitions. These liabilities represent an obligation of the Company to transfer additional assets to the selling shareholders if future events occur or conditions are met. The Company’s contingent consideration is measured initially and subsequently at each reporting date at fair value. The changes in the fair value of contingent consideration obligations are primarily due to the expected amount and timing of future net sales and achieving regulatory milestones, which are inputs that have no observable market (Level 3). Any changes in expectations for the Company’s products are classified in the Company's statement of operations as cost of product sales and CDMO services. Any changes in expectations for the Company’s product candidates are recorded in research and development expense for regulatory and development milestones.

The following table is a reconciliation of the beginning and ending balance of the contingent consideration liabilities measured at fair value using significant unobservable inputs (Level 3) during the years ended December 31, 2020 and 2019.


(in millions)
Balance at December 31, 2018	$	60.0
Expense included in earnings	24.8
Measurement period adjustment	1.5
Settlements	(57.1)
Balance at December 31, 2019	$	29.2
Expense included in earnings	31.7
Settlements	(2.8)
Balance at December 31, 2020	$	58.1

As of December 31, 2020 and 2019, the current portion of the contingent consideration liability was $23.9 million and $3.2 million, respectively, and was included in other current liabilities on the balance sheet.

The recurring Level 3 fair value measurements for the Company's contingent consideration liability include the following significant unobservable inputs:

Contingent Consideration Liability

Fair Value as of December 31, 2020

Valuation Technique

Unobservable Input

Range

Weighted Average

Revenue milestone and royalty based

$58.1 million

Discounted cash flow

Discount rate

3.0% - 7.1%

3.6%

Probability of payment

25.0% - 100.0%

90.0%

Projected year of payment

2020 - 2028

2022

Interest rate swaps

The valuation of the interest rate swaps is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC 820, Fair Value Measurement, we incorporate credit valuation adjustments in the fair value measurements to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. These credit valuation adjustments were concluded to not be significant inputs for the fair value calculations for the periods presented. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as the posting of collateral, thresholds, mutual puts and guarantees. The valuation of interest rate swaps fall into Level 2 in the fair value hierarchy. See note 10 "Derivative Instruments " for further details on the interest rate swaps.

Money market funds

The fair values of the Company's money market funds are based on quoted prices in active markets for identical assets (level 1). As of December 31, 2020 and 2019, the Company held cash in money market accounts of $352.2 million and $52.2 million, respectively. These amounts are included in cash and cash equivalents in the consolidated balance sheets.

Non-recurring fair value measurements

Separate disclosure is required for assets and liabilities measured at fair value on a recurring basis from those measured at fair value on a non-recurring basis. As of December 31, 2020 there were no assets or liabilities measured at fair value on a non-recurring basis. As of December 31, 2019, the Company's IPR&D assets were measured at fair value. See Note 8. "Intangible assets and goodwill" for further details on the IPR&D assets.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Inventories

12 Months Ended

Dec. 31, 2020

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following:


	December 31,
(in millions)	2020		2019
Raw materials and supplies	$	160.6	$	70.5
Work-in-process	102.5		89.7
Finished goods	43.9		62.3
Total inventories	$	307.0	$	222.5

Inventories, net is stated at the lower of cost or net realizable value. During the year ended December 31, 2020, the Company recorded a charge of $17.3 million for inventories associated with the travel health business that are not expected to be realized before product expiration following a reduction in travel due to COVID-19. The charge was reflected as a component of cost of product sales and CDMO services.

Property, plant and equipment

12 Months Ended

Dec. 31, 2020

Property Plant and Equipment Income Statement Disclosures [Abstract]

Property, plant and equipment

Property, plant and equipment consist of the following:


	December 31,
(in millions)	2020		2019
Land and improvements	$	52.7	$	46.5
Buildings, building improvements and leasehold improvements	246.3		234.8
Furniture and equipment	362.1		334.2
Software	58.7		55.7
Construction-in-progress	183.4		81.5
	903.2		752.7
Less: Accumulated depreciation and amortization	(259.1)		(210.4)
Total property, plant and equipment, net	$	644.1	$	542.3

For the years ended December 31, 2020 and 2019, construction-in-progress primarily includes costs incurred related to construction to advance the Company's CDMO capabilities.

Depreciation and amortization expense associated with property, plant and equipment was $50.1 million, $49.5 million and $36.3 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Intangible assets and goodwill

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets and goodwill

The Company's intangible assets were acquired via business combinations or asset acquisitions. Changes in the Company’s intangible assets, excluding IPR&D and goodwill, consisted of the following:


		December 31, 2020
(in millions)	Estimated Life	Cost		Accumulated Amortization		Net
Products	9-22 years	$	798.0	$	137.8	$	660.2
Customer relationships	8 years	28.6		26.5		2.1
CDMO	8 years	5.5		4.7		0.8
Total intangible assets		$	832.1	$	169.0	$	663.1


		December 31, 2019
(in millions)	Estimated Life	Cost		Accumulated Amortization		Net
Products	9-22 years	$	788.0	$	82.2	$	705.8
Customer relationships	8 years	28.6		23.0		5.6
CDMO	8 years	5.5		4.0		1.5
Total intangible assets		$	822.1	$	109.2	$	712.9

The Company achieved sales milestones that resulted in a $10.0 million obligation during each of the years ended December 31, 2020 and 2019 related to the Company's asset acquisition of raxibacumab in October 2017 which increased products related intangible assets. As of December 31, 2020, there are no remaining contractual obligations for sales milestones related to the raxibacumab acquisition.

For the years ended December 31, 2020, 2019, and 2018, the Company recorded amortization expense for intangible assets of $59.8 million, $58.7 million and $25.0 million, respectively, which is included in the amortization of intangible assets in the consolidated statements of operations. As of December 31, 2020, the weighted average amortization period remaining for intangible assets is 12.7 years.

Future amortization expense as of December 31, 2020 is as follows:


(in millions)
2021	$	58.6
2022	55.9


2023	55.8
2024	55.8
2025 and beyond	437.0
Total remaining amortization	$	663.1

The Company monitored the recoverability of its IPR&D intangible asset, AP004 (Naloxone prefilled syringe), at each reporting period. Due to changes in fair value, the Company has recorded impairment charges of $29.0 million and $12.0 million during the years ended December 31, 2020 and December 31, 2019, respectively. As of December 31, 2020, the Company does not expect to generate future cash flows from AP004 and as such there is no remaining balance at December 31, 2020. The impairment charges are reflected as a component of research and development expense in the consolidated statement of operations.

The following table is a summary of changes in goodwill:


	Year ended December 31,
(in millions)	2020		2019
Balance at beginning of the year	$	266.6	$	259.7
Measurement period adjustments	—		6.9
Foreign currency translation	0.1		—
Balance at end of the year	$	266.7	$	266.6

Long-term debt

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Long-term debt

The components of debt are as follows:


	December 31,
(in millions)	2020		2019
Senior secured credit agreement - Term loan due 2023	$	421.9	$	435.9
Senior secured credit agreement - Revolver loan due 2023	—		373.0
3.875% Senior Unsecured Notes due 2028	450.0		—
2.875% Convertible Senior Notes due 2021	10.6		10.6
Other	3.0		3.0
Total debt	$	885.5	$	822.5
Current portion of debt, net of debt issuance costs	(33.8)		(12.9)
Unamortized debt issuance costs	(10.7)		(11.2)
Debt, net of current portion	$	841.0	$	798.4

As of December 31, 2020, the Company had approximately $2.0 million and $3.5 million of debt issuance costs associated with the revolver loan that were classified as other current assets and other assets, respectively, on the Company's consolidated balance sheets because there was no outstanding revolver balance at December 31, 2020. As of December 31, 2019, the Company had approximately $1.8 million and $5.0 million of debt issuance costs associated with the revolver loan that were classified as debt, current portion and debt, net of current portion, respectively, on the Company's consolidated balance sheets because there was an outstanding revolver balance at December 31, 2019.

3.875% Senior Unsecured Notes due 2028

On August 7, 2020, the Company completed its offering of $450 million aggregate principal amount of 3.875% Senior Unsecured Notes due 2028 (the “2028 Notes”) of which the majority of the net proceeds were used to pay down the Revolving Credit Facility (as defined below). Interest on the 2028 Notes is payable on February 15th and August 15th of each year until maturity, beginning on February 15, 2021. The 2028 Notes will mature on August 15, 2028. As of December 31, 2020, the fair value of the 2028 Notes based on level 2 inputs is 466.0 million.

On or after August 15, 2023, the Company may redeem the 2028 Notes, in whole or in part, at the redemption prices set forth in the related Indenture, plus accrued and unpaid interest. Prior to August 15, 2023 the Company may redeem all or a portion of the 2028 Notes at a redemption price equal to 100% of the principal amount of the 2028 Notes plus a “make-whole” premium and accrued and unpaid interest. Prior to August 15, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Notes using the net cash proceeds of certain equity offerings at the redemption price set forth in the related Indenture. Upon the occurrence of a change of

control, the Company must offer to repurchase the 2028 Notes at a purchase price of 101% of the principal amount of such 2028 Notes plus accrued and unpaid interest.

Negative covenants in the Indenture governing the 2028 Notes, among other things, limit the ability of the Company to incur indebtedness and liens, dispose of assets, make investments, enter into certain merger or consolidation transactions and make restricted payments.

Senior secured credit agreement

Also on August 7, 2020, the Company entered into a Second Amendment (the “Credit Agreement Amendment”) to its senior secured credit agreement, dated October 15, 2018, with multiple lending institutions relating to the Company’s senior secured credit facilities (the “Credit Agreement,” and as amended, the “Amended Credit Agreement”), consisting of a senior revolving credit facility (the “Revolving Credit Facility”) and senior term loan facility (the “Term Loan Facility,” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”). The Credit Agreement Amendment amended, among other things, the definition of incremental facilities limit, the consolidated net leverage ratio financial covenant by increasing the maximum level, increased the permissible applicable margins based on the Company’s consolidated net leverage ratio and increased the commitment fee that the Company is required to pay in respect of the average daily unused commitments under the Revolving Credit Facility, depending on the Company’s consolidated net leverage ratio.

The Amended Credit Agreement includes (i) a Revolving Credit Facility of $600 million with a maturity date of October 13, 2023, and (ii) a Term Loan Facility with a principal amount of $450 million. The Company may request incremental term loan facilities or increases in the Revolving Credit Facility (each an "Incremental Loan") as long as certain requirements involving our net leverage ratio will be maintained on a pro forma basis. Borrowings under the Revolving Credit Facility and the Term Loan Facility bear interest at a rate per annum equal to (a) a eurocurrency rate plus a margin ranging from 1.25% to 2.25% per annum, depending on the Company's consolidated net leverage ratio or (b) a base rate (which is the highest of the prime rate, the federal funds rate plus 0.50%, and a eurocurrency rate for an interest period of one month plus 1% plus a margin ranging from 0.25% to 1.25%, depending on the Company's consolidated net leverage ratio. The Company is required to make quarterly payments on the last business day of each calendar quarter under the Amended Credit Agreement for accrued and unpaid interest on the outstanding principal balance, based on the above interest rates. In addition, the Company is required to pay commitment fees ranging from 0.15% to 0.35% per annum, depending on the Company's consolidated net leverage ratio, for the average daily unused commitments under the Revolving Credit Facility. The Company is to repay the outstanding principal amount of the Term Loan Facility in quarterly installments on the last business day of each calendar quarter based on an annual percentage equal to 2.5% of the original principal amount of the Term Loan Facility during each of the first two years of the Term Loan Facility, 5% of the original principal amount of the Term Loan Facility during the third year of the Term Loan Facility and 7.5% of the original principal amount of the Term Loan Facility during each year of the remainder of the term of the Term Loan Facility until the maturity date of the Term Loan Facility, at which time the entire unpaid principal balance of the Term Loan Facility will be due and payable. The Company has the right to prepay the Term Loan Facility without premium or penalty. The Revolving Credit Facility and the Term Loan Facility mature on October 13, 2023.

The Amended Credit Agreement also requires mandatory prepayments of the Term Loan Facility in the event the Company or its Subsidiaries (a) incur indebtedness not otherwise permitted under the Amended Credit Agreement or (b) receive cash proceeds in excess of $100 million during the term of the Credit Agreement from certain dispositions of property or from casualty events involving their property, subject to certain reinvestment rights. The financial covenants under the Amended Credit Agreement currently require the quarterly presentation of a minimum consolidated 12-month rolling debt service coverage ratio of 2.50 to 1.00, and a maximum consolidated net leverage ratio of 4.50 to 1.00 (subject to an increase to 5.00 to 1.00 for an applicable four quarter period, at the election of the Company, in connection with a permitted acquisition having an aggregate consideration in excess of $75.0 million). Negative covenants in the Amended Credit Agreement, among other things, limit the ability of the Company to incur indebtedness and liens, dispose of assets, make investments, enter into certain merger or consolidation transactions and make restricted payments. As of the date of these financial statements, the Company is in compliance with all affirmative and negative covenants.

2.875% Convertible senior notes due 2021

On January 29, 2014, the Company issued 2.875% convertible senior notes due 2021 (the "Notes"). The Notes bear interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year. The Notes matured and were paid on January 15, 2021.

Debt Maturity

Future debt payments of long-term indebtedness are as follows:


(in millions)	December 31, 2020
2021	$	35.9
2022	33.8
2023	363.6
2024	0.2
2025 and thereafter	452.0
Total debt	$	885.5

Derivative Instruments and hedging activities

12 Months Ended

Dec. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and hedging activities

Risk management objective of using derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company has entered into interest rate swaps to manage exposures that arise from the Company's senior secured credit agreement's payments of variable interest rate debt.

As of December 31, 2020, the Company had the following outstanding interest rate swap derivatives that were designated as cash flow hedges of interest rate risk:


	Number of Instruments	Notional amount
Interest Rate Swaps	7	350.0

The table below presents the fair value of the Company’s derivative financial instruments designated as hedges as well as their classification on the balance sheet.


Asset Derivatives							Liability Derivatives
	December 31, 2020			December 31, 2019			December 31, 2020			December 31, 2019
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest Rate Swaps	Other Current Assets	$	—	Other Current Assets	$	—	Other Current Liabilities	$	5.7	Other Current Liabilities	$	—
	Other Assets	$	—	Other Assets	$	—	Other Liabilities	$	9.3	Other Liabilities	$	2.0

value measurements to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. These credit valuation adjustments were concluded to not be significant inputs for the fair value calculations for the periods presented. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as the posting of collateral, thresholds, mutual puts and guarantees. The valuation of interest rate swaps fall into Level 2 in the fair value hierarchy.

The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income.


Hedging derivatives	Cumulative Amount of Gain/(Loss) Recognized in OCI on Derivative				Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
Hedging derivatives	December 31, 2020		December 31, 2019			December 31, 2020		December 31, 2019
Interest Rate Swaps	$	(15.0)	$	(2.0)	Interest expense	$	(3.9)	$	0.6

If current fair values of designated interest rate swaps remained static over the next twelve months, the Company would reclassify $5.7 million of net deferred losses from accumulated other comprehensive loss to the statement of operations over the next twelve month period. All outstanding cash flow hedges mature in October 2023.

Stockholders' equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders' equity

Preferred stock

The Company is authorized to issue up to 15.0 million shares of preferred stock, $0.001 par value per share ("Preferred Stock"). Any Preferred Stock issued may have dividend rights, voting rights, conversion privileges, redemption characteristics, and sinking fund requirements as approved by the Company's board of directors.

Common stock

The Company currently has one class of common stock, $0.001 par value per share common stock ("Common Stock"), authorized and outstanding. The Company is authorized to issue up to 200.0 million shares of Common Stock. Holders of Common Stock are entitled to one vote for each share of Common Stock held on all matters, except as may be provided by law.

Accounting for stock-based compensation

The Company has one stock-based employee compensation plan, the Fourth Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan (the "Emergent Plan"), which includes stock options and performance and restricted stock units.

As of December 31, 2020, an aggregate of 21.9 million shares of common stock were authorized for issuance under the Emergent Plan, of which a total of approximately 4.2 million shares of common stock remain available for future awards to be made to plan participants. The exercise price of each option must be not less than 100% of the fair market value of the shares underlying such option on the date of grant. Options granted under the Emergent Plan have a contractual life of 7 years.

The Company utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted. Set forth below are the assumptions used in valuing the stock options granted:


	Year Ended December 31,
	2020		2019		2018
Expected dividend yield	0	%	0	%	0	%
Expected volatility	39-48%		37-39%		38-39%
Risk-free interest rate	0.27-1.42%		1.57-2.48%		2.54-3.03%
Expected average life of options	4.5 years		4.5 years		4.5 years

Stock options, restricted and performance stock units

The following is a summary of stock option award activity under the Emergent Plan:


(in millions, except per share data)	Number of Shares	Weighted-Average Exercise Price		Aggregate Intrinsic Value
Outstanding at December 31, 2019	1.9	$	36.74	$	34.5
Granted	0.4	63.07
Exercised	(0.9)	29.77
Forfeited	(0.1)	54.02
Outstanding at December 31, 2020	1.3	$	49.07	$	53.4
Exercisable at December 31, 2020	0.6	$	37.48	$	33.8

The weighted average remaining contractual term of options outstanding as of December 31, 2020 and 2019 was 4.3 years and 3.3 years, respectively. The weighted average remaining contractual term of options exercisable as of December 31, 2020 and 2019 was 2.9 years and 2.3 years, respectively.

The weighted average grant date fair value of options granted during the years ended December 31, 2020, 2019, and 2018 was $21.69, $21.13 and $18.48 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2020, 2019, and 2018 was $38.2 million, $5.3 million and $24.4 million, respectively.

The following is a summary of performance stock and restricted stock unit award activity under the Emergent Plan.


(in millions, except per share data)	Number of Shares	Weighted-Average Grant Price		Aggregate Intrinsic Value
Outstanding at December 31, 2019	0.9	$	52.77	$	51.5
Granted	0.9	68.63
Vested	(0.6)	55.25
Forfeited	(0.1)	60.49
Outstanding at December 31, 2020	1.1	$	63.30	$	96.3

The total fair value of restricted stock unit awards vested during 2020, 2019 and 2018 was $35.3 million, $16.9 million and $16.9 million, respectively. As of the year ended December 31, 2020, the total compensation cost and weighted average period over which total compensation is expected to be recognized related to unvested equity awards was $54.4 million and 1.6 years, respectively.

Stock-based compensation expense was recorded in the following financial statement line items:


	Year Ended December 31,
(in millions)	2020		2019		2018
Cost of product sales and CDMO services	$	12.4	$	3.1	$	1.7
Research and development	8.4		4.0		3.1
Selling, general and administrative	30.2		19.6		18.4
Total stock-based compensation expense	$	51.0	$	26.7	$	23.2

During the year ended December 31, 2020, the Company incurred $14.7 million of stock-based compensation expense due to a one-time special broad-based, immediately vested equity award to employees.

Accumulated Other Comprehensive (Loss) Income

The following table includes changes in accumulated other comprehensive (loss) income by component, net of tax:


	Defined Benefit Pension Plan		Derivative Instruments		Foreign Currency Translation Losses		Total
(in millions)
Balance, December 31, 2018	$	(0.2)	$	—	$	(5.3)	$	(5.5)
Other comprehensive (loss) income before reclassifications	(3.2)		(2.2)		0.4		(5.0)
Amounts reclassified from accumulated other comprehensive income	—		0.6		—		0.6
Balance, December 31, 2019	$	(3.4)	$	(1.6)	$	(4.9)	(9.9)
Other comprehensive (loss) income before reclassifications	(4.3)		(13.3)		(1.7)		(19.3)
Amounts reclassified from accumulated other comprehensive income	—		3.9		—		3.9
Balance, December 31, 2020	$	(7.7)	$	(11.0)	$	(6.6)	$	(25.3)

During 2020, there were tax benefits related to unrealized losses on pension benefit obligations and derivative instruments of $0.7 million and $3.6 million; the tax effects of foreign currency translation were de minimus. During 2019, there were tax benefits related to unrealized losses on hedging activities and the pension benefit obligation of $0.4 million and $0.5 million, respectively. During 2018, the tax effect of the amounts presented was de minimus.

Income taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020. The CARES Act established new provisions, including but not limited to, expanded deduction of certain qualified capital expenditures, delayed payment of certain employment taxes, expanded use of net operating losses, reduced limitations on deductions of interest expense and extension of funding for defined benefit plans. The provisions in the CARES Act are not expected to have a significant impact on our financial position, results of operations or cash flows.

The Tax Reform Act of 2017 provides for a territorial tax system and it includes two new U.S. tax base erosion provisions, the global intangible low-taxed income (“GILTI”) provisions and the base-erosion and anti-abuse tax (“BEAT”) provisions.

The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company is subject to incremental U.S. tax on GILTI income. The Company has elected to account for GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the year ended December 31, 2020. BEAT provisions do not have material impact on the consolidated financial statements.

For the years ended December 31, 2020 and 2019, the Company has not recognized deferred tax liabilities for temporary differences related to investments in foreign subsidiaries that were deemed permanent reinvested. Determination of the amount of unrecognized deferred income tax liabilities on these earnings is not practicable because such liability, if any, depends on certain circumstances existing if and when remittance occurs. A deferred tax liability will be recognized if and when the Company no longer plans to permanently reinvest these undistributed earnings.

Significant components of income taxes attributable to operations consist of the following:


	December 31,
(in millions)	2020		2019		2018
Current
Federal	$	62.8	$	1.4	$	1.8
State	27.7		11.6		2.4
International	14.0		11.0		6.0
Total current	104.5		24.0		10.2
Deferred
Federal	1.1		1.9		7.5
State	—		1.1		3.0
International	(3.5)		(4.1)		(1.9)
Total deferred	(2.4)		(1.1)		8.6
Total income taxes	$	102.1	$	22.9	$	18.8

The Company's net deferred tax asset (liability) consists of the following:


	December 31,
(in millions)	2020		2019
Federal losses carryforward	$	8.1	$	8.5
State losses carryforward	3.1		17.4
Research and development carryforward	7.5		9.0
State research and development carryforward	5.0		5.0
Scientific research and experimental development credit carryforward	8.4		11.0
Stock compensation	8.6		7.6
Foreign NOLs	36.9		36.9
Deferred revenue	26.2		18.1
Inventory reserves	1.7		1.8
Lease liability	8.2		6.0
Other	10.8		7.5
Deferred tax asset	124.5		128.8
Fixed assets	(54.6)		(51.2)
Intangible assets	(50.4)		(54.5)
Right-of-use asset	(7.7)		(5.9)
Other	(4.5)		(3.2)
Deferred tax liability	(117.2)		(114.8)
Valuation allowance	(51.1)		(64.5)
Net deferred tax asset (liability)	$	(43.8)	$	(50.5)

As of December 31, 2020, the Company has a net U.S. deferred tax liability in the amount of $3.9 million and a foreign net deferred tax liability in the amount of $39.9 million. The Company had a net U.S. deferred tax liability in the amount of $7.7 million and a foreign net deferred tax liability in the amount of $42.8 million as of December 31, 2019.

As of December 31, 2020, the Company has approximately $38.3 million ($8.0 million tax effected) in U.S. federal net operating loss carryforwards along with $12.5 million in research and development tax credit carryforwards for U.S. federal and state tax purposes that will begin to expire in 2027 and 2024, respectively. The U.S. federal net operating loss carryforwards are recorded with a $4.7 million valuation allowance. The research and

development tax credit carryforwards have a valuation allowance in the amount of $9.1 million. States have their own statutes concerning whether a NOL should be carried forward pre or post apportionment.

As of December 31, 2020, the Company had pre-apportionment state NOLs totaling approximately $697.0 million (de minimis when tax effected) primarily in Maryland which will begin to expire in 2025 and post-apportionment NOLs totaling approximately $55.6 million ($3.1 million tax effected) primarily in California that will begin to expire in 2025. The U.S. state tax loss carryforwards are recorded with a valuation allowance of $54.2 million ($2.8 million tax effected).

The Company has approximately $198.8 million ($36.9 million tax effected) in net operating losses from foreign jurisdictions as of December 31, 2020, some of which have an indefinite life (unless the foreign entities have a change in the nature or conduct of the business in the three years following a change in ownership), and some of which begin to expire in 2022. A valuation allowance in respect to these foreign losses has been recorded in the tax effected amount of $34.5 million.

As of December 31, 2020, the Company currently has approximately $8.4 million in Manitoba scientific research and experimental development credit carryforwards that will begin to expire in 2029. The use of any of these net operating losses and research and development tax credit carryforwards may be restricted due to future changes in the Company's ownership.

Income taxes differ from the amount of taxes determined by applying the U.S. federal statutory rate to income before taxes as a result of the following:


	December 31,
(in millions)	2020		2019		2018
US	$	362.0	$	63.9	$	71.0
International	45.2		13.5		10.5
Earnings before taxes on income	407.2		77.4		81.5
Federal tax at statutory rates	$	85.5	$	16.3	$	17.1
State taxes, net of federal benefit	23.2		10.3		4.3
Impact of foreign operations	(7.8)		(6.9)		2.8
Change in valuation allowance	1.5		(1.0)		(0.1)
Tax credits	(7.6)		(3.6)		(1.8)
Transition tax	—		—		(0.2)
Change in U.S. tax rate	—		—		(4.5)
Stock compensation	(7.9)		(2.4)		(5.8)
Other differences	—		—		(1.3)
Return to provision true-ups	(0.7)		(2.3)		1.1
Transaction costs	6.0		4.7		5.4
Compensation limitation	2.2		1.3		1.1
FIN 48	(0.3)		1.1		0.3
GILTI, net	5.4		3.6		0.4
Permanent differences	2.6		1.8		—
Income taxes	$	102.1	$	22.9	$	18.8

The effective annual tax rate for the years ended December 31, 2020, 2019, and 2018 was 25%, 30% and 23%, respectively.

The effective annual tax rate of 25% in 2020 is higher than the statutory rate primarily due to the impact of state taxes, GILTI, contingent consideration, other non-deductible items and other jurisdictional mix of earnings. This is partially offset by stock option deduction benefits, tax credits, and favorable rates in foreign jurisdictions.

The effective annual tax rate of 30% in 2019 is higher than the statutory rate primarily due to the impact of state taxes, GILTI, contingent consideration and other non-deductible items. This is partially offset by stock option deduction benefits, tax credits, and favorable rates in foreign jurisdictions.

The effective annual tax rate of 23% in 2018 is higher than the statutory rate primarily due to the impact of state taxes, GILTI, acquisition transaction costs and other non-deductible items, and the jurisdictional mix of earnings. This is partially offset by the impact of the SAB 118 benefit and the stock option deduction benefit.

The Company recognizes interest in interest expense and recognizes potential penalties related to unrecognized tax benefits in selling, general and administrative expense. The total unrecognized tax benefits recorded at December 31, 2020 and 2019 of $9.2 million and $10.4 million, respectively, is classified as a non-current liability on the balance sheet.

The table below presents the gross unrecognized tax benefits activity for 2020, 2019 and 2018:


(in millions)
Gross unrecognized tax benefits at December 31, 2017	$	2.0
Unrecognized tax benefits acquired in business combinations	6.5
Increases for tax positions for current year	0.3
Gross unrecognized tax benefits at December 31, 2018	$	8.8
Increases for tax positions for prior years	0.5
Increases for tax positions for current year	1.5
Settlements	(0.4)
Gross unrecognized tax benefits at December 31, 2019	$	10.4
Increases for tax positions for current year	0.6
Settlements	(1.8)
Gross unrecognized tax benefits at December 31, 2020	$	9.2

The total gross unrecognized tax benefit of $9.2 million, includes $7.4 million that relates to the acquisition of PaxVax, which is entirely offset by a $7.4 million receivable pursuant to a Tax Indemnity Agreement that became effective as at the close of the acquisition.

When resolved, substantially all of these reserves would impact the effective tax rate.

The Company's federal and state income tax returns for the tax years 2017 to 2019 remain open to examination. The Company's tax returns in the United Kingdom remain open to examination for the tax years 2013 to 2019, and tax returns in Germany remain open indefinitely. The Company's tax returns for Canada remain open to examination for the tax years 2012 to 2018. The Company's Swiss tax returns remain open to federal examination for 2018. The Company's Irish tax returns remain open to examination for the tax years 2015 to 2019.

As of December 31, 2020, the Company’s Canadian 2018 Scientific Research and Experimental Development Claim is under audit and the Company's 2017 Canadian income tax return for the Adapt entities is under audit. In addition, the Company's 2016 through 2018 Wisconsin state income tax returns for the Paxvax entity are under audit.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Defined benefit and 401(k) savings plan

12 Months Ended

Dec. 31, 2020

Retirement Benefits [Abstract]

Defined benefit and 401(k) savings plan

Defined benefit and 401(k) savings plan The Company sponsors a defined benefit pension plan covering eligible employees in Switzerland (the "Swiss Plan"). Under the Swiss Plan, the Company and certain of its employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary. Employer contributions must be in an amount at least equal to the employee’s contribution. The Swiss Plan's assets are comprised of an insurance contract that has a fair value consistent with its contract value based on the practicability exception using level 3 inputs. The entire liability is listed as non-current because plan assets are greater than the expected benefit payments over the next year. The Company recognized pension expense related to the Swiss Plan of $2.4 million, $1.5 million and $0.3 million reflected as a component of selling, general and administrative for the years ended December 31, 2020, 2019 and 2018, respectively.

The funded status of the Swiss Plan is as follows:


(in millions)	December 31, 2020		December 31, 2019
Fair value of plan assets, beginning of year	$	20.6	$	18.2
Employer contributions	1.4		1.0
Employee contributions	0.8		0.7
Net benefits received (paid)	6.8		1.7
Actual return on plan assets	0.3		1.7
Settlements	(4.5)		(3.0)
Currency impact	2.2		0.3
Fair value of plan assets, end of year	$	27.6	$	20.6
Projected benefit obligation, beginning of year	$	35.2	$	28.6
Service cost	1.9		1.3
Interest Cost	0.1		0.2
Employee contributions	0.8		0.7
Actuarial loss	5.0		7.0
Net benefits received (paid)	6.8		1.7
Plan amendment	—		(1.7)
Settlements	(4.5)		(3.0)
Currency impact	3.9		0.4
Projected benefit obligation, end of year	$	49.2	$	35.2
Funded status, end of year	$	(21.6)	$	(14.6)
Accumulated benefit obligation, end of year	$	43.0	$	31.0

Since assets exceed the present value of expected benefit payments for the next twelve months, the liability is classified as non-current. During the years ended December 31, 2020 and 2019, actuarial losses affecting the projected benefit obligation of $5.0 million and $7.0 million, were recognized, respectively, largely as a result of changes in the discount rate.

Components of net periodic pension cost incurred during the year are as follows:


(in millions)	December 31, 2020		December 31, 2019		December 31, 2018
Service cost	$	1.9	$	1.3	$	0.3
Interest cost	0.1		0.2		0.1
Expected return on plan assets	(0.6)		(0.5)		(0.1)
Settlements	1.0		0.5		—
Net periodic benefit cost	$	2.4	$	1.5	$	0.3

The weighted average assumptions used to calculate the projected benefit obligations are as follows:


	December 31, 2020		December 31, 2019
Discount rate	0.02	%	0.2	%
Expected rate of return	3.0	%	3.0	%
Rate of future compensation increases	1.4	%	1.5	%

The overall expected long-term rate of return on assets assumption considers historical returns, as well as expected future returns based on the fact that investment returns are insured, and the legal minimum interest crediting rate as applicable. Total contributions expected to be made into the plan for the year-ended December 31, 2021 is $1.5 million.

The following table presents losses recognized in accumulated other comprehensive income (loss) before income tax related to the Company’s defined benefit pension plans:


(in millions)	Year Ended December 31, 2020		Year Ended December 31, 2019
Net actuarial loss	$	9.9	$	5.4
Prior service cost	(1.5)		(1.7)
Total recognized in accumulated other comprehensive income (loss)	$	8.4	$	3.7

Future benefits expected to be paid as of December 31, 2020 are as follows:


(In millions)	December 31,
2021	$	1.3
2022	1.9
2023	1.3
2024	1.3
2025	1.5
Thereafter	41.9
Total	$	49.2

401(k) savings plan

The Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The 401(k) Plan covers substantially all U.S. employees. Under the 401(k) Plan, employees may make elective salary deferrals. During the years ended December 31, 2020, 2019 and 2018, the Company made matching contributions of approximately $6.6 million, $5.1 million and $3.1 million, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

The Company has operating leases for corporate offices, research and development facilities and manufacturing facilities. We determine if an arrangement is a lease at inception. Operating leases with future minimum lease payments in excess of 12 months and total lease payments greater than $0.1 million are included in right-of-use ("ROU") assets and liabilities. The Company has elected to record expense on a cash basis for leases with minimum lease payments of 12 months or less and/or total lease payments less $0.1 million.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities

represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses an implicit rate when readily determinable. At the beginning of a lease, the operating lease ROU asset also includes any concentrated lease payments expected to be paid and excludes lease incentives. The Company's lease ROU asset may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options.

Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. The Company's leases have remaining lease terms of 1 year to 13 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year.

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2020		2019
Operating lease cost:
Amortization of right-of-use assets	$	4.5	$	2.7
Interest on lease liabilities	1.1		0.6
Total operating lease cost	$	5.6	$	3.3

For the year ended December 31, 2018 total lease expense was $3.3 million.

Supplemental balance sheet information related to leases was as follows:


		Year Ended December 31,
(In millions, except lease term and discount rate)	Balance Sheet Location	2020			2019
Operating lease right-of-use assets	Other assets	$	31.0		$	24.7

Operating lease liabilities, current portion	Other current liabilities	5.4			3.6
Operating lease liabilities	Other liabilities	27.8			22.1
Total operating lease liabilities		33.2			25.7

Operating leases:
Weighted average remaining lease term (years)		7.7			8.0
Weighted average discount rate		4.1		%	4.2		%

Earnings per share

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Earnings per share

The following table presents the calculation of basic and diluted net income per share:


	Year Ended December 31,
(in millions, except per share data)	2020		2019		2018
Numerator:
Net income	$	305.1	$	54.5	$	62.7

Denominator:
Weighted-average number of shares-basic	52.7		51.5		50.1
Dilutive effect of employee incentive plans	1.1		0.9		1.3
Weighted-average number of shares-diluted	53.8		52.4		51.4

Net income per share-basic	$	5.79	$	1.06	$	1.25
Net income per share-diluted	$	5.67	$	1.04	$	1.22

Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is computed using the treasury method by dividing net income by the weighted average number of shares of common stock outstanding during the period, adjusted for the potential dilutive effect of other securities if such securities were converted or exercised and are not anti-dilutive.

The following table presents the share-based awards that are not considered in the diluted net income per share calculation generally because the exercise price of the awards was greater than the average per share closing price during the year ending December 31, 2020, 2019 and 2018. In certain instances awards may be anti-dilutive even if

the average market price exceeds the exercise price when the sum of the assumed proceeds exceeds the difference between the market price and the exercise price.


	Year Ended December 31,
	2020	2019	2018
Anti-dilutive stock awards	—	0.9	—

Purchase commitments	12 Months Ended
Purchase commitments	Dec. 31, 2020
Purchase Obligation, Fiscal Year Maturity [Abstract]
Purchase commitments	Purchase commitments As of December 31, 2020 the Company has approximately $84.7 million of purchase commitments associated with raw materials and CDMO services that will be purchased in the next 3 years. For the years ended December 31, 2020, 2019, and 2018, the Company purchased $108.0 million, $51.3 million and $12.1 million, respectively, of materials under these commitments.

Segment information	12 Months Ended
Segment information	Dec. 31, 2020
Segment Reporting [Abstract]
Segment information	Segment information For financial reporting purposes, the Company reports financial information for one reportable segment. This reportable segment engages in business activities based on financial information that is provided to and resources which are allocated by the Chief Operating Decision Maker. The accounting policies of the reportable segment is the same as those described in the summary of significant accounting policies. For years ended December 31, 2020 and 2019, the Company had long-lived assets outside of the United States of approximately $98.6 million and $90.6 million, respectively, which are primarily located within Canada and Switzerland.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Quarterly financial data (unaudited)

12 Months Ended

Dec. 31, 2020

Quarterly Financial Information Disclosure [Abstract]

Quarterly financial data (Unaudited)

Quarterly financial data (unaudited)

Quarterly financial information for the years ended December 31, 2020 and 2019 is presented in the following tables:


	Quarter Ended
(in millions, except per share data)	March 31,		June 30,		September 30,		December 31,
2020:
Revenue	$	192.5	$	394.7	$	385.2	$	583.0
Income (loss) from operations	(11.6)		126.0		61.3		258.1
Net income (loss)	(12.5)		92.7		39.5		185.4

Net income (loss) per share-basic	$	(0.23)	$	1.76	$	0.75	$	3.51
Net income (loss) per share-diluted	$	(0.23)	$	1.74	$	0.72	$	3.44

2019:
Revenue	$	190.6	$	243.2	$	311.8	$	360.4
Income (loss) from operations	(27.4)		(7.0)		70.7		77.8
Net income (loss)	(26.1)		(9.5)		43.2		46.9

Net income (loss) per share-basic	$	(0.51)	$	(0.18)	$	0.84	$	0.91
Net income (loss) per share-diluted	$	(0.51)	$	(0.18)	$	0.83	$	0.90

Litigation	12 Months Ended
Litigation	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Litigation	Litigation Emergent BioSolutions’ Adapt Pharma subsidiaries (“Emergent”) are as follows: Emergent Devices Inc. (“EBPA”), formerly known as Adapt Pharma Inc.; Emergent Operations Ireland Limited (“EIRE”), formerly known as Adapt Pharma Operations Limited; and Emergent BioSolutions Ireland Limited (“EIR2”), formerly known as Adapt Pharma Limited. ANDA Litigation - Teva 4mg On or about September 13, 2016, Emergent BioSolutions’ Adapt Pharma subsidiaries EBPA and EIRE, and Opiant received a notice letter from Teva Pharmaceuticals Industries Limited and Teva Pharmaceuticals USA (collectively, “Teva”) that Teva had filed an ANDA with the FDA seeking regulatory approval to market a generic version of NARCAN® (naloxone hydrochloride) Nasal Spray 4 mg/spray before the expiration of U.S. Patent No. 9,211,253, (the “‘253 Patent”). Emergent and Opiant received additional notice letters from Teva relating to U.S. Patent Nos. 9,468,747 (the “‘747 Patent”), 9,561,177, (the “‘177 Patent”), 9,629,965, (the “‘965 Patent”) and 9,775,838 (the “‘838 Patent”) and 10,085,937 (the “‘937 Patent”). Teva’s notice letters asserted that the commercial manufacture, use or sale of its generic drug product described in its ANDA would not infringe the ‘253, the ‘747, the ‘177, the ‘965, the ‘838, or the ‘937 Patent, or that the ‘253, the ‘747, the ‘177, the ‘965, the ‘838, and the ‘937 Patents were invalid or unenforceable. Emergent and Opiant filed a complaint for patent infringement against Teva in the U.S. District Court for the District of New Jersey with respect to the ‘253 Patent. Emergent and Opiant also filed complaints for patent infringement against Teva in the U.S. District Court for the District of New Jersey with respect to the ‘747, the ‘177, the ‘965, and the ‘838 Patents. All five proceedings were consolidated. On June 5, 2020, the U.S. District Court for the District of New Jersey ruled in favor of Teva. Emergent filed its Notice of Appeal on July 23, 2020 with the Court of Appeals for the Federal Circuit and filed its Opening Brief on November 2, 2020. Emergent has also filed suit in the Federal Court in Canada against Teva Pharmaceuticals (on July 23, 2020). The litigation in Canada is related to Teva Pharmaceuticals’ recent filing of an abbreviated new drug submission (“ANDS”) in Canada seeking to manufacture and sell a generic form of NARCAN® Nasal Spray ahead of the expiry of the Canadian patent covering our product. ANDA Litigation - Teva 2mg On or about February 27, 2018, Emergent BioSolutions’ Adapt Pharma subsidiaries EBPA and EIRE, and Opiant received a notice letter from Teva that Teva had filed an ANDA with the FDA seeking regulatory approval to market a generic version of NARCAN® (naloxone hydrochloride) Nasal Spray 2 mg/spray before the expiration of U.S. Patent No. 9,480,644, (the “‘644 Patent”) and U.S. Patent No. 9,707,226, (the “‘226 Patent”). Teva’s notice letter asserted that the commercial manufacture, use or sale of its generic drug product described in its ANDA would not infringe the ‘644 Patent or the ‘226 Patent, or that the ‘644 Patent and ‘226 Patent were invalid or unenforceable. Emergent and Opiant filed a complaint for patent infringement against Teva in the U.S. District Court for the District of New Jersey. This case is currently stayed pending the outcome of the appeal of the NARCAN® Nasal Spray 4 mg/spray case. ANDA Litigation - Perrigo 4mg ANDA litigation between Emergent BioSolutions’ Adapt Pharma subsidiaries and Perrigo UK FINCO Limited Partnership (“Perrigo”) has been resolved through settlement. On September 14, 2018, Emergent BioSolutions’ Adapt Pharma subsidiaries EBPA, EIRE and EIR2, and Emergent’s partner Opiant received a notice letter from Perrigo that Perrigo had filed an ANDA with the FDA, seeking regulatory approval to market a generic version of NARCAN® (naloxone hydrochloride) Nasal Spray 4mg/spray before the expiration of the ‘253, ‘747, ‘177, ‘965, and ‘838 Patents, and on or about October 25, 2018, Perrigo sent a subsequent notice letter relating to the ‘937 Patent (collectively, the “Patents”). The notice letters asserted that the Patents were invalid, unenforceable, or would not be infringed by the commercial manufacture, use or sale its generic product. On October 25, 2018, Emergent and Opiant filed a complaint against Perrigo in the U.S. District Court for the District of New Jersey for infringement of the ‘253, ‘747, ‘177, ‘965, and ‘838 Patents Emergent and Opiant filed a second complaint against Perrigo on December 7, 2018, for infringement of the ‘937 Patent. On February 12, 2020, ANDA litigation with Perrigo was resolved after Emergent and Perrigo entered into a settlement agreement. Under the terms of the settlement, Perrigo has received a nonexclusive license to make, have made, and market its generic naloxone hydrochloride nasal spray. Perrigo’s license will be effective as of January 5, 2033 or potentially earlier under certain circumstances related to the outcome of Emergent’s current NARCAN® (naloxone hydrochloride) Nasal Spray ANDA litigation against Teva, or litigation against subsequent ANDA filers. Inter Partes Review (“IPR”) Proceedings On or about February 19, 2019, Emergent BioSolutions’ Adapt Pharma subsidiaries EBPA and EIRE, and Opiant received notice from Nalox-1 Pharmaceuticals LLC that it had filed fifteen petitions for inter partes review (“IPR”) of the '253 Patent, the '747 Patent, the '177 Patent, the '965 Patent, and the '838 Patent with the Patent Trial and Appeal Board (the “PTAB”) of the United States Patent and Trademark Office. Nalox-1’s petitions asserted that each of the foregoing patents are unpatentable as obvious in view of prior art. Three of these petitions, IPR Nos. 2019-00685, 2019-00688, and 2019-00694, were instituted on August 27, 2019, September 9, 2019, and September 11, 2019, respectively. An oral hearing for the three instituted IPR proceedings was held before the PTAB on May 19, 2020. On August 21, 2020, the PTAB issued its final written decisions for the above-listed IPRs confirming that claims of the relevant U.S. patents in the NARCAN® Nasal Spray patent portfolio are not unpatentable as obvious in view of prior art.

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2020

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


(in millions)	Beginning Balance		Additions from Acquisition		Charged to costs and expenses		Deductions		Ending Balance
Year Ended December 31, 2020
Inventory allowance	$	17.9	$	—	$	48.0	$	(28.3)	$	37.6
Prepaid expenses and other current assets allowance	4.0		—		0.5		(0.6)		3.9

Year Ended December 31, 2019
Inventory allowance	$	14.0	$	—	$	23.0	$	(19.1)	$	17.9
Prepaid expenses and other current assets allowance	4.3		—		—		(0.3)		4.0

Year Ended December 31, 2018
Inventory allowance	$	3.8	$	4.4	$	14.6	$	(8.8)	$	14.0
Prepaid expenses and other current assets allowance	5.3		—		—		(1.0)		4.3

Summary of significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of presentation and consolidation

Use of estimates

Cash and cash equivalents and restricted cash

Cash, cash equivalents and restricted cash

Fair value measurements


Level 1 —			Observable inputs for identical assets or liabilities such as quoted prices in active markets;
Level 2 —			Inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3 —			Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use.

Significant customers and accounting receivable

Significant customers and accounts receivable

Concentration Risk

Customers

Financial Institutions

Lender Counterparties

Inventories

Property, plant and equipment


Land			Not depreciated
Buildings			31-39 years
Building improvements			10-39 years
Furniture and equipment			3-15 years
Software			3-7 years
Leasehold improvements			Lesser of the asset life or lease term

Acquisitions

Asset impairment analysis

Asset Impairment Analysis

Goodwill and Indefinite-lived Intangible Assets

Long-lived Assets

Contingent consideration

Contingent Consideration

Revenue recognition

On January 1, 2018 the Company adopted ASC topic 606 using the modified retrospective approach applied to those contracts in effect as of January 1, 2018.

Multiple performance obligations

Transaction price and variable consideration

Contract financing

Product sales

CBRNE, EID, emerging health crisis

Acute/emergency care (Opioid) and travel health

CDMO services

Contracts and grants

Research and development

The Company expenses research and development costs as incurred. The Company's research and development expenses consist primarily of:

▪personnel-related expenses;

▪costs of CDMO services for clinical trial material; and

▪costs of materials used in clinical trials and research and development.

Comprehensive income

Translation of foreign currencies

Translation of Foreign Currencies

Earnings per share

The Company calculates basic earnings per share by dividing net income by the weighted average number of shares of common stock outstanding during the period.

Accounting for stock-based compensation

▪Expected dividend yield — the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future.

▪Risk-free interest rate — the range of U.S. Treasury rates with a term that most closely resembles the expected life of the option as of the date on which the option is granted.

Pension plans

Derivative instruments and hedging activities

Derivative Instruments and Hedging ActivitiesThe Company's interest rate swaps qualify for hedge accounting as cash flow hedges. All derivatives are recorded on the balance sheet at fair value. Hedge accounting provides for the matching of the timing of gain or loss recognition on these interest rate swaps with the recognition of the changes in interest expense on the Company's variable rate debt. For derivatives designated as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The cash flows from the designated interest rate swaps are classified as a component of operating cash flows, similar to interest expense.

Recently issued accounting standards

Recently Adopted

ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13")

ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820) ("ASU 2018-13")

ASU 2017-4, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-4")

Not Yet Adopted

ASU 2019-12, Simplifications to Accounting for Income Taxes ("ASU 2019-12")

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

Income taxes

Lessee, Leases

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities

Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately.

Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Property, Plant and Equipment Useful Lives


Land			Not depreciated
Buildings			31-39 years
Building improvements			10-39 years
Furniture and equipment			3-15 years
Software			3-7 years
Leasehold improvements			Lesser of the asset life or lease term

Property, plant and equipment consist of the following:


	December 31,
(in millions)	2020		2019
Land and improvements	$	52.7	$	46.5
Buildings, building improvements and leasehold improvements	246.3		234.8
Furniture and equipment	362.1		334.2
Software	58.7		55.7
Construction-in-progress	183.4		81.5
	903.2		752.7
Less: Accumulated depreciation and amortization	(259.1)		(210.4)
Total property, plant and equipment, net	$	644.1	$	542.3

Revenue recognition (Tables)

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

For the years ended December 31, 2020, 2019 and 2018 the Company's revenues disaggregated by the major sources was as follows:


(in millions)	Year Ended December 31,
	2020						2019						2018
	U.S Government		Non-U.S. Government		Total		U.S Government		Non-U.S. Government		Total		U.S Government		Non-U.S. Government		Total
Product sales	$	626.0	$	363.8	$	989.8	$	568.8	$	334.7	$	903.5	$	526.1	$	80.4	$	606.5
CDMO services	253.3		197.2		450.5		—		80.0		80.0		—		98.9		98.9
Contracts and grants	109.2		5.9		115.1		105.9		16.6		122.5		71.5		5.5		77.0
Total revenues	$	988.5	$	566.9	$	1,555.4	$	674.7	$	431.3	$	1,106.0	$	597.6	$	184.8	$	782.4

Schedules of Concentration of Risk, by Risk Factor

The Company's product sales from Anthrax Vaccines, ACAM2000, NARCAN Nasal Spray and Other comprised approximately:


	2020		2019		2018
% of product sales:
Anthrax Vaccines	38	%	19	%	46	%
NARCAN Nasal Spray	31	%	31	%	7	%
ACAM2000	20	%	27	%	19	%
Other	11	%	23	%	28	%

Summary of Deferred Revenue Contract Liabilities

The following table presents the rollforward of contract liabilities:


(in millions)
December 31, 2018	$	73.1
Deferral of revenue	46.7
Revenue recognized	(30.9)
Balance at December 31, 2019	88.9
Deferral of revenue	146.2
Revenue recognized	(135.0)
Balance at December 31, 2020	$	100.1

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

The Company has allocated contracted operating lease revenues due under our long-term CDMO service arrangements as follows:


	Year Ended December 31,
2021	74.8
2022	74.8
2023	15.7
	$	165.3

Schedule of Accounts Receivable, Net

Accounts receivable including unbilled accounts receivable contract assets consist of the following:


	December 31,
(in millions)	2020		2019
Billed, net	$	172.7	$	227.3
Unbilled	58.2		43.4
Total, net	$	230.9	$	270.7

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The total purchase price revised for adjustments is summarized below:


(in millions)	October 15, 2018
Cash	$	581.5
Equity	37.7
Fair value of contingent purchase consideration	48.0
Preliminary purchase consideration	667.2
Adjustments	1.5
Final purchase consideration	$	668.7

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The table below summarizes the final allocation of the purchase price based upon fair values of assets acquired and liabilities assumed at October 15, 2018.


(in millions)	October 15, 2018		Measurement Period Adjustments		Updated October 15, 2018
Fair value of tangible assets acquired and liabilities assumed:
Cash	$	17.7	$	—	$	17.7
Accounts receivable	21.3		—		21.3
Inventory	41.4		—		41.4
Prepaid expenses and other assets	7.8		3.0		10.8
Accounts payable	(32.2)		—		(32.2)
Accrued expenses and other liabilities	(50.4)		—		(50.4)
Deferred tax liability, net	(62.4)		(0.5)		(62.9)
Total fair value of tangible assets acquired and liabilities assumed	(56.8)		2.5		(54.3)

Acquired in-process research and development	41.0		—		41.0
Acquired intangible asset	534.0		—		534.0
Goodwill	149.0		(1.0)		148.0
Total purchase price	$	667.2	$	1.5	$	668.7

The table below summarizes the final allocation of the purchase consideration based upon the fair values of assets acquired and liabilities assumed at October 4, 2018.


(in millions)	October 4, 2018		Measurement Period Adjustments		Updated October 4, 2018
Fair value of tangible assets acquired and liabilities assumed:

Cash	$	9.0	$	—	$	9.0
Accounts receivable	4.1		—		4.1
Inventory	19.7		—		19.7
Prepaid expenses and other assets	12.2		(0.3)		11.9
Property, plant and equipment	57.8		—		57.8
Deferred tax assets, net	3.8		1.8		5.6
Accounts payable	(3.5)		—		(3.5)
Accrued expenses and other liabilities	(33.6)		(0.4)		(34.0)
Total fair value of tangible assets acquired and liabilities assumed	69.5		1.1		70.6

Acquired in-process research and development	9.0		(9.0)		—
Acquired intangible assets	133.0		—		133.0
Goodwill	61.6		7.9		69.5
Total purchase consideration	$	273.1	$	—	$	273.1

Fair value measurements (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Summary of Reconciliation of Contingent Consideration Liabilities Measured at Fair Value


(in millions)
Balance at December 31, 2018	$	60.0
Expense included in earnings	24.8
Measurement period adjustment	1.5
Settlements	(57.1)
Balance at December 31, 2019	$	29.2
Expense included in earnings	31.7
Settlements	(2.8)
Balance at December 31, 2020	$	58.1

Fair Value Measurement Inputs and Valuation Techniques

The recurring Level 3 fair value measurements for the Company's contingent consideration liability include the following significant unobservable inputs:

Contingent Consideration Liability

Fair Value as of December 31, 2020

Valuation Technique

Unobservable Input

Range

Weighted Average

Revenue milestone and royalty based

$58.1 million

Discounted cash flow

Discount rate

3.0% - 7.1%

3.6%

Probability of payment

25.0% - 100.0%

90.0%

Projected year of payment

2020 - 2028

2022

Inventories (Tables)

12 Months Ended

Dec. 31, 2020

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of the following:


	December 31,
(in millions)	2020		2019
Raw materials and supplies	$	160.6	$	70.5
Work-in-process	102.5		89.7
Finished goods	43.9		62.3
Total inventories	$	307.0	$	222.5

Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2020

Property Plant and Equipment Income Statement Disclosures [Abstract]

Schedule of Property, Plant and Equipment


Land			Not depreciated
Buildings			31-39 years
Building improvements			10-39 years
Furniture and equipment			3-15 years
Software			3-7 years
Leasehold improvements			Lesser of the asset life or lease term

Property, plant and equipment consist of the following:


	December 31,
(in millions)	2020		2019
Land and improvements	$	52.7	$	46.5
Buildings, building improvements and leasehold improvements	246.3		234.8
Furniture and equipment	362.1		334.2
Software	58.7		55.7
Construction-in-progress	183.4		81.5
	903.2		752.7
Less: Accumulated depreciation and amortization	(259.1)		(210.4)
Total property, plant and equipment, net	$	644.1	$	542.3

Intangible assets and goodwill (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The Company's intangible assets were acquired via business combinations or asset acquisitions. Changes in the Company’s intangible assets, excluding IPR&D and goodwill, consisted of the following:


		December 31, 2020
(in millions)	Estimated Life	Cost		Accumulated Amortization		Net
Products	9-22 years	$	798.0	$	137.8	$	660.2
Customer relationships	8 years	28.6		26.5		2.1
CDMO	8 years	5.5		4.7		0.8
Total intangible assets		$	832.1	$	169.0	$	663.1


		December 31, 2019
(in millions)	Estimated Life	Cost		Accumulated Amortization		Net
Products	9-22 years	$	788.0	$	82.2	$	705.8
Customer relationships	8 years	28.6		23.0		5.6
CDMO	8 years	5.5		4.0		1.5
Total intangible assets		$	822.1	$	109.2	$	712.9

Summary of Future Amortization Expense

Future amortization expense as of December 31, 2020 is as follows:


(in millions)
2021	$	58.6
2022	55.9


2023	55.8
2024	55.8
2025 and beyond	437.0
Total remaining amortization	$	663.1

Summary of Goodwill

The following table is a summary of changes in goodwill:


	Year ended December 31,
(in millions)	2020		2019
Balance at beginning of the year	$	266.6	$	259.7
Measurement period adjustments	—		6.9
Foreign currency translation	0.1		—
Balance at end of the year	$	266.7	$	266.6

Long-term debt (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Schedule of Debt

The components of debt are as follows:


	December 31,
(in millions)	2020		2019
Senior secured credit agreement - Term loan due 2023	$	421.9	$	435.9
Senior secured credit agreement - Revolver loan due 2023	—		373.0
3.875% Senior Unsecured Notes due 2028	450.0		—
2.875% Convertible Senior Notes due 2021	10.6		10.6
Other	3.0		3.0
Total debt	$	885.5	$	822.5
Current portion of debt, net of debt issuance costs	(33.8)		(12.9)
Unamortized debt issuance costs	(10.7)		(11.2)
Debt, net of current portion	$	841.0	$	798.4

Summary of Future Debt Payments of Long-Term Indebtedness

Future debt payments of long-term indebtedness are as follows:


(in millions)	December 31, 2020
2021	$	35.9
2022	33.8
2023	363.6
2024	0.2
2025 and thereafter	452.0
Total debt	$	885.5

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Derivative Instruments and hedging activities (Tables)

12 Months Ended

Dec. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

As of December 31, 2020, the Company had the following outstanding interest rate swap derivatives that were designated as cash flow hedges of interest rate risk:


	Number of Instruments	Notional amount
Interest Rate Swaps	7	350.0

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The table below presents the fair value of the Company’s derivative financial instruments designated as hedges as well as their classification on the balance sheet.


Asset Derivatives							Liability Derivatives
	December 31, 2020			December 31, 2019			December 31, 2020			December 31, 2019
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest Rate Swaps	Other Current Assets	$	—	Other Current Assets	$	—	Other Current Liabilities	$	5.7	Other Current Liabilities	$	—
	Other Assets	$	—	Other Assets	$	—	Other Liabilities	$	9.3	Other Liabilities	$	2.0

Derivative Instruments, Gain (Loss)

The table below presents the effect of cash flow hedge accounting on accumulated other comprehensive income.


Hedging derivatives	Cumulative Amount of Gain/(Loss) Recognized in OCI on Derivative				Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
Hedging derivatives	December 31, 2020		December 31, 2019			December 31, 2020		December 31, 2019
Interest Rate Swaps	$	(15.0)	$	(2.0)	Interest expense	$	(3.9)	$	0.6

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

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+ Details

Stockholders' equity (Tables)

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Schedule of Share-based Payment Award, Valuation Assumptions, Stock Options Granted

The Company utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted. Set forth below are the assumptions used in valuing the stock options granted:


	Year Ended December 31,
	2020		2019		2018
Expected dividend yield	0	%	0	%	0	%
Expected volatility	39-48%		37-39%		38-39%
Risk-free interest rate	0.27-1.42%		1.57-2.48%		2.54-3.03%
Expected average life of options	4.5 years		4.5 years		4.5 years

Summary of Stock Option Award Activity

The following is a summary of stock option award activity under the Emergent Plan:


(in millions, except per share data)	Number of Shares	Weighted-Average Exercise Price		Aggregate Intrinsic Value
Outstanding at December 31, 2019	1.9	$	36.74	$	34.5
Granted	0.4	63.07
Exercised	(0.9)	29.77
Forfeited	(0.1)	54.02
Outstanding at December 31, 2020	1.3	$	49.07	$	53.4
Exercisable at December 31, 2020	0.6	$	37.48	$	33.8

Summary of Restricted Stock Unit Award Activity

The following is a summary of performance stock and restricted stock unit award activity under the Emergent Plan.


(in millions, except per share data)	Number of Shares	Weighted-Average Grant Price		Aggregate Intrinsic Value
Outstanding at December 31, 2019	0.9	$	52.77	$	51.5
Granted	0.9	68.63
Vested	(0.6)	55.25
Forfeited	(0.1)	60.49
Outstanding at December 31, 2020	1.1	$	63.30	$	96.3

Summary of Stock-Based Compensation Expense

Stock-based compensation expense was recorded in the following financial statement line items:


	Year Ended December 31,
(in millions)	2020		2019		2018
Cost of product sales and CDMO services	$	12.4	$	3.1	$	1.7
Research and development	8.4		4.0		3.1
Selling, general and administrative	30.2		19.6		18.4
Total stock-based compensation expense	$	51.0	$	26.7	$	23.2

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table includes changes in accumulated other comprehensive (loss) income by component, net of tax:


	Defined Benefit Pension Plan		Derivative Instruments		Foreign Currency Translation Losses		Total
(in millions)
Balance, December 31, 2018	$	(0.2)	$	—	$	(5.3)	$	(5.5)
Other comprehensive (loss) income before reclassifications	(3.2)		(2.2)		0.4		(5.0)
Amounts reclassified from accumulated other comprehensive income	—		0.6		—		0.6
Balance, December 31, 2019	$	(3.4)	$	(1.6)	$	(4.9)	(9.9)
Other comprehensive (loss) income before reclassifications	(4.3)		(13.3)		(1.7)		(19.3)
Amounts reclassified from accumulated other comprehensive income	—		3.9		—		3.9
Balance, December 31, 2020	$	(7.7)	$	(11.0)	$	(6.6)	$	(25.3)

Income taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Summary of Significant Components of the Provisions for Income Taxes Attributable to Operations

Significant components of income taxes attributable to operations consist of the following:


	December 31,
(in millions)	2020		2019		2018
Current
Federal	$	62.8	$	1.4	$	1.8
State	27.7		11.6		2.4
International	14.0		11.0		6.0
Total current	104.5		24.0		10.2
Deferred
Federal	1.1		1.9		7.5
State	—		1.1		3.0
International	(3.5)		(4.1)		(1.9)
Total deferred	(2.4)		(1.1)		8.6
Total income taxes	$	102.1	$	22.9	$	18.8

Schedule of Deferred Tax Assets and Liabilities

The Company's net deferred tax asset (liability) consists of the following:


	December 31,
(in millions)	2020		2019
Federal losses carryforward	$	8.1	$	8.5
State losses carryforward	3.1		17.4
Research and development carryforward	7.5		9.0
State research and development carryforward	5.0		5.0
Scientific research and experimental development credit carryforward	8.4		11.0
Stock compensation	8.6		7.6
Foreign NOLs	36.9		36.9
Deferred revenue	26.2		18.1
Inventory reserves	1.7		1.8
Lease liability	8.2		6.0
Other	10.8		7.5
Deferred tax asset	124.5		128.8
Fixed assets	(54.6)		(51.2)
Intangible assets	(50.4)		(54.5)
Right-of-use asset	(7.7)		(5.9)
Other	(4.5)		(3.2)
Deferred tax liability	(117.2)		(114.8)
Valuation allowance	(51.1)		(64.5)
Net deferred tax asset (liability)	$	(43.8)	$	(50.5)

Reconciliation of Income Before the Provision for Income Taxes

Income taxes differ from the amount of taxes determined by applying the U.S. federal statutory rate to income before taxes as a result of the following:


	December 31,
(in millions)	2020		2019		2018
US	$	362.0	$	63.9	$	71.0
International	45.2		13.5		10.5
Earnings before taxes on income	407.2		77.4		81.5
Federal tax at statutory rates	$	85.5	$	16.3	$	17.1
State taxes, net of federal benefit	23.2		10.3		4.3
Impact of foreign operations	(7.8)		(6.9)		2.8
Change in valuation allowance	1.5		(1.0)		(0.1)
Tax credits	(7.6)		(3.6)		(1.8)
Transition tax	—		—		(0.2)
Change in U.S. tax rate	—		—		(4.5)
Stock compensation	(7.9)		(2.4)		(5.8)
Other differences	—		—		(1.3)
Return to provision true-ups	(0.7)		(2.3)		1.1
Transaction costs	6.0		4.7		5.4
Compensation limitation	2.2		1.3		1.1
FIN 48	(0.3)		1.1		0.3
GILTI, net	5.4		3.6		0.4
Permanent differences	2.6		1.8		—
Income taxes	$	102.1	$	22.9	$	18.8

Schedule of Unrecognized Tax Benefits Activity

The table below presents the gross unrecognized tax benefits activity for 2020, 2019 and 2018:


(in millions)
Gross unrecognized tax benefits at December 31, 2017	$	2.0
Unrecognized tax benefits acquired in business combinations	6.5
Increases for tax positions for current year	0.3
Gross unrecognized tax benefits at December 31, 2018	$	8.8
Increases for tax positions for prior years	0.5
Increases for tax positions for current year	1.5
Settlements	(0.4)
Gross unrecognized tax benefits at December 31, 2019	$	10.4
Increases for tax positions for current year	0.6
Settlements	(1.8)
Gross unrecognized tax benefits at December 31, 2020	$	9.2

Defined benefit and 401(k) savings plan (Tables)

12 Months Ended

Dec. 31, 2020

Retirement Benefits [Abstract]

Summary of Funded Status of the Swiss Plan

The funded status of the Swiss Plan is as follows:


(in millions)	December 31, 2020		December 31, 2019
Fair value of plan assets, beginning of year	$	20.6	$	18.2
Employer contributions	1.4		1.0
Employee contributions	0.8		0.7
Net benefits received (paid)	6.8		1.7
Actual return on plan assets	0.3		1.7
Settlements	(4.5)		(3.0)
Currency impact	2.2		0.3
Fair value of plan assets, end of year	$	27.6	$	20.6
Projected benefit obligation, beginning of year	$	35.2	$	28.6
Service cost	1.9		1.3
Interest Cost	0.1		0.2
Employee contributions	0.8		0.7
Actuarial loss	5.0		7.0
Net benefits received (paid)	6.8		1.7
Plan amendment	—		(1.7)
Settlements	(4.5)		(3.0)
Currency impact	3.9		0.4
Projected benefit obligation, end of year	$	49.2	$	35.2
Funded status, end of year	$	(21.6)	$	(14.6)
Accumulated benefit obligation, end of year	$	43.0	$	31.0

Components of Net Periodic Pension Cost

Components of net periodic pension cost incurred during the year are as follows:


(in millions)	December 31, 2020		December 31, 2019		December 31, 2018
Service cost	$	1.9	$	1.3	$	0.3
Interest cost	0.1		0.2		0.1
Expected return on plan assets	(0.6)		(0.5)		(0.1)
Settlements	1.0		0.5		—
Net periodic benefit cost	$	2.4	$	1.5	$	0.3

Schedule of Weighted Average Assumptions

The weighted average assumptions used to calculate the projected benefit obligations are as follows:


	December 31, 2020		December 31, 2019
Discount rate	0.02	%	0.2	%
Expected rate of return	3.0	%	3.0	%
Rate of future compensation increases	1.4	%	1.5	%

Schedule of Accumulated Other Comprehensive Loss Before Income Tax

The following table presents losses recognized in accumulated other comprehensive income (loss) before income tax related to the Company’s defined benefit pension plans:


(in millions)	Year Ended December 31, 2020		Year Ended December 31, 2019
Net actuarial loss	$	9.9	$	5.4
Prior service cost	(1.5)		(1.7)
Total recognized in accumulated other comprehensive income (loss)	$	8.4	$	3.7

Schedule of Expected Future Benefits Payments

Future benefits expected to be paid as of December 31, 2020 are as follows:


(In millions)	December 31,
2021	$	1.3
2022	1.9
2023	1.3
2024	1.3
2025	1.5
Thereafter	41.9
Total	$	49.2

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Summary of Lease Expense Cost

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2020		2019
Operating lease cost:
Amortization of right-of-use assets	$	4.5	$	2.7
Interest on lease liabilities	1.1		0.6
Total operating lease cost	$	5.6	$	3.3

Supplemental balance sheet information related to leases was as follows:


		Year Ended December 31,
(In millions, except lease term and discount rate)	Balance Sheet Location	2020			2019
Operating lease right-of-use assets	Other assets	$	31.0		$	24.7

Operating lease liabilities, current portion	Other current liabilities	5.4			3.6
Operating lease liabilities	Other liabilities	27.8			22.1
Total operating lease liabilities		33.2			25.7

Operating leases:
Weighted average remaining lease term (years)		7.7			8.0
Weighted average discount rate		4.1		%	4.2		%

Earnings per share (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Schedule of Net Income Per Share, Basic and Diluted

The following table presents the calculation of basic and diluted net income per share:


	Year Ended December 31,
(in millions, except per share data)	2020		2019		2018
Numerator:
Net income	$	305.1	$	54.5	$	62.7

Denominator:
Weighted-average number of shares-basic	52.7		51.5		50.1
Dilutive effect of employee incentive plans	1.1		0.9		1.3
Weighted-average number of shares-diluted	53.8		52.4		51.4

Net income per share-basic	$	5.79	$	1.06	$	1.25
Net income per share-diluted	$	5.67	$	1.04	$	1.22

Quarterly financial data (unaudited) (Tables)

12 Months Ended

Dec. 31, 2020

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

Quarterly financial data (unaudited)

Quarterly financial information for the years ended December 31, 2020 and 2019 is presented in the following tables:


	Quarter Ended
(in millions, except per share data)	March 31,		June 30,		September 30,		December 31,
2020:
Revenue	$	192.5	$	394.7	$	385.2	$	583.0
Income (loss) from operations	(11.6)		126.0		61.3		258.1
Net income (loss)	(12.5)		92.7		39.5		185.4

Net income (loss) per share-basic	$	(0.23)	$	1.76	$	0.75	$	3.51
Net income (loss) per share-diluted	$	(0.23)	$	1.74	$	0.72	$	3.44

2019:
Revenue	$	190.6	$	243.2	$	311.8	$	360.4
Income (loss) from operations	(27.4)		(7.0)		70.7		77.8
Net income (loss)	(26.1)		(9.5)		43.2		46.9

Net income (loss) per share-basic	$	(0.51)	$	(0.18)	$	0.84	$	0.91
Net income (loss) per share-diluted	$	(0.51)	$	(0.18)	$	0.83	$	0.90

Nature of the business and organization (Details)	12 Months Ended
Nature of the business and organization (Details)	Dec. 31, 2020 category product productCandidate segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of categories of public health threats \| category	5
Number of revenue generating products \| product	10
Number of product candidates \| productCandidate	2
Number of operating segments \| segment	1

Summary of significant accounting policies - Concentration Risk (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue from Contract with Customer \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage	64.00%	61.00%	76.00%

Summary of significant accounting policies - Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2020
Buildings \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	31 years
Buildings \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	39 years
Building improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	10 years
Building improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	39 years
Furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	15 years
Software \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Software \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years

Summary of significant accounting policies - Asset Impairment Analysis (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Goodwill, impairment loss	$ 0	$ 0

Summary of significant accounting policies - Accounting for Stock-based Compensation (Details)	12 Months Ended
	Dec. 31, 2020 plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock based employee compensation plans	1
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual life of awards	7 years

Revenue recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disaggregation of Revenue [Line Items]
Total revenues	$ 583.0	$ 385.2	$ 394.7	$ 192.5	$ 360.4	$ 311.8	$ 243.2	$ 190.6	$ 1,555.4	$ 1,106.0	$ 782.4
U.S Government
Disaggregation of Revenue [Line Items]
Total revenues									988.5	674.7	597.6
Non-U.S. Government
Disaggregation of Revenue [Line Items]
Total revenues									566.9	431.3	184.8
Product sales, net
Disaggregation of Revenue [Line Items]
Total revenues									989.8	903.5	606.5
Product sales, net \| U.S Government
Disaggregation of Revenue [Line Items]
Total revenues									626.0	568.8	526.1
Product sales, net \| Non-U.S. Government
Disaggregation of Revenue [Line Items]
Total revenues									363.8	334.7	80.4
CDMO services
Disaggregation of Revenue [Line Items]
Total revenues									450.5	80.0	98.9
CDMO services \| U.S Government
Disaggregation of Revenue [Line Items]
Total revenues									253.3	0.0	0.0
CDMO services \| Non-U.S. Government
Disaggregation of Revenue [Line Items]
Total revenues									197.2	80.0	98.9
Contracts and grants
Disaggregation of Revenue [Line Items]
Total revenues									115.1	122.5	77.0
Contracts and grants \| U.S Government
Disaggregation of Revenue [Line Items]
Total revenues									109.2	105.9	71.5
Contracts and grants \| Non-U.S. Government
Disaggregation of Revenue [Line Items]
Total revenues									$ 5.9	$ 16.6	$ 5.5

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue recognition - Percentage of Product Sales (Details) - Sales Revenue, Product Line - Product Concentration Risk	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Anthrax Vaccines
Concentration Risk [Line Items]
Concentration risk percentage	38.00%	19.00%	46.00%
NARCAN Nasal Spray
Concentration Risk [Line Items]
Concentration risk percentage	31.00%	31.00%	7.00%
ACAM2000
Concentration Risk [Line Items]
Concentration risk percentage	20.00%	27.00%	19.00%
Other
Concentration Risk [Line Items]
Concentration risk percentage	11.00%	23.00%	28.00%

Revenue recognition - Narrative (Details)	12 Months Ended
Revenue recognition - Narrative (Details)	Dec. 31, 2020 USD ($) segment	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Concentration Risk [Line Items]
Number of operating segments \| segment	1
Contract with customer, liability, current	$ 44,600,000	$ 3,300,000
Lessee, operating lease, remaining lease term	2 years 3 months 18 days
Operating lease, lease income	$ 30,500,000	0	$ 0
Revenue, remaining performance obligation, amount	1,900,000,000
Deferred costs, current	41,100,000	34,000,000.0
Accounts receivable, allowance for credit loss	$ 3,100,000	$ 0.0
U.S Government \| Revenue from Contract with Customer \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage	93.00%	90.00%	91.00%

Revenue recognition - Remaining Performance Obligation (Details)	Dec. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue from Contract with Customer [Abstract]
Revenue, remaining performance obligation, expected timing of satisfaction, period	24 months

Revenue recognition - Contract Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Change in Contract With Customer, Liability [Roll Forward]
Beginning balance	$ 88.9	$ 73.1
Deferral of revenue	146.2	46.7
Revenue recognized	(135.0)	(30.9)
Ending balance	$ 100.1	$ 88.9

Revenue recognition - Performance Obligations (Details) $ in Millions	Dec. 31, 2020 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 1,900.0
Contracted Operating Leases
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 165.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	24 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 \| Contracted Operating Leases
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 74.8
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 \| Contracted Operating Leases
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 74.8
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 \| Contracted Operating Leases
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 15.7
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year

Revenue recognition - Accounts Receivable (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Accounts receivable [Abstract]
Billed, net	$ 172.7	$ 227.3
Unbilled	58.2	43.4
Total, net	$ 230.9	$ 270.7

Acquisitions - Adapt Narrative (Details)		12 Months Ended
Acquisitions - Adapt Narrative (Details)	Oct. 15, 2018 USD ($) employee $ / shares shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Remaining consideration payable for acquisition cash amount		$ 34,200,000	$ 26,000,000.0
Goodwill, impairment loss		0	0
Goodwill		266,700,000	266,600,000
Adapt Pharma
Business Acquisition [Line Items]
Number of employees \| employee	50
Common stock issued for acquisition (in shares) \| shares	733,309
Share price (in dollars per share) \| $ / shares	$ 60.44
Amount of common stock issued for acquisition including adjustments	$ 44,300,000
Stock issued during period, value, acquisitions	$ 37,700,000
Lock-up period for adjustment of fair value	2 years
Fair value of contingent purchase consideration	$ 48,000,000.0
Acquired intangible asset	$ 534,000,000.0
Amortization period of intangible assets	15 years
Goodwill, impairment loss		$ 29,000,000.0	$ 12,000,000.0
Goodwill	$ 148,000,000.0
Maximum \| Adapt Pharma
Business Acquisition [Line Items]
Remaining consideration payable for acquisition cash amount	$ 100,000,000
Weighted Average \| Adapt Pharma \| Valuation, Income Approach \| Discount rate
Business Acquisition [Line Items]
Business combination, intangible asset, measurement input	0.105
In Process Research and Development \| Adapt Pharma
Business Acquisition [Line Items]
Acquired in-process research and development	$ 41,000,000.0
In Process Research and Development \| Weighted Average \| Adapt Pharma \| Valuation, Income Approach \| Discount rate
Business Acquisition [Line Items]
Business combination, intangible asset, measurement input	0.11

Acquisitions - Adapt Preliminary Purchase Consideration (Details) - USD ($) $ in Millions		12 Months Ended
	Oct. 15, 2018	Dec. 31, 2020
Business Acquisition [Line Items]
Adjustments		$ 0.0
Adapt Pharma
Business Acquisition [Line Items]
Cash	$ 581.5
Equity	37.7
Fair value of contingent purchase consideration	48.0
Total purchase price	668.7
Adjustments	1.5	$ 1.5
Previously Reported \| Adapt Pharma
Business Acquisition [Line Items]
Total purchase price	$ 667.2

Acquisitions - Adapt Preliminary Allocation of Purchase Price (Details) - USD ($) $ in Millions		12 Months Ended
	Oct. 15, 2018	Dec. 31, 2020	Dec. 31, 2019
Fair value of tangible assets acquired and liabilities assumed:
Goodwill		$ 266.7	$ 266.6
Measurement Period Adjustments
Measurement period adjustments		0.0	$ 6.9
Total purchase price		0.0
Adapt Pharma
Fair value of tangible assets acquired and liabilities assumed:
Cash	$ 17.7
Accounts receivable	21.3
Inventory	41.4
Prepaid expenses and other assets	10.8
Accounts payable	(32.2)
Accrued expenses and other liabilities	(50.4)
Deferred tax liability, net	(62.9)
Total fair value of tangible assets acquired and liabilities assumed	(54.3)
Acquired intangible asset	534.0
Goodwill	148.0
Total purchase price	668.7
Measurement Period Adjustments
Prepaid expenses and other assets, measurements period adjustments		3.0
Deferred tax liability, net, measurement period adjustments		(0.5)
Total fair value of tangible assets acquired and liabilities assumed, measurement period adjustments		2.5
Measurement period adjustments		(1.0)
Total purchase price	1.5	$ 1.5
Previously Reported \| Adapt Pharma
Fair value of tangible assets acquired and liabilities assumed:
Cash	17.7
Accounts receivable	21.3
Inventory	41.4
Prepaid expenses and other assets	7.8
Accounts payable	(32.2)
Accrued expenses and other liabilities	(50.4)
Deferred tax liability, net	(62.4)
Total fair value of tangible assets acquired and liabilities assumed	(56.8)
Acquired intangible asset	534.0
Goodwill	149.0
Total purchase price	667.2
In Process Research and Development \| Adapt Pharma
Fair value of tangible assets acquired and liabilities assumed:
Acquired in-process research and development	41.0
In Process Research and Development \| Previously Reported \| Adapt Pharma
Fair value of tangible assets acquired and liabilities assumed:
Acquired in-process research and development	$ 41.0

Acquisitions - PaxVax Narrative (Details) $ in Millions		12 Months Ended
Acquisitions - PaxVax Narrative (Details) $ in Millions	Oct. 04, 2018 USD ($) employee	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Intangible assets, weighted average useful life		12 years 8 months 12 days
Goodwill		$ 266.7	$ 266.6
PaxVax
Business Acquisition [Line Items]
Number of employees \| employee	250
Total purchase price	$ 273.1
Acquired intangible assets	$ 133.0
Intangible assets, weighted average useful life	19 years
Goodwill	$ 69.5
Transaction costs			$ 4.5
Vivotif \| PaxVax
Business Acquisition [Line Items]
Present value discount rate	14.50%
Vaxchora \| PaxVax
Business Acquisition [Line Items]
Present value discount rate	15.00%

Acquisitions - PaxVax Preliminary Allocation of Purchase Price (Details) - USD ($) $ in Millions		12 Months Ended
	Oct. 04, 2018	Dec. 31, 2020	Dec. 31, 2019
Fair value of tangible assets acquired and liabilities assumed:
Goodwill		$ 266.7	$ 266.6
Measurement Period Adjustments
Measurement period adjustments		0.0	$ 6.9
Total purchase price		0.0
PaxVax
Fair value of tangible assets acquired and liabilities assumed:
Cash	$ 9.0
Accounts receivable	4.1
Inventory	19.7
Prepaid expenses and other assets	11.9
Property, plant and equipment	57.8
Deferred tax assets, net	5.6
Accounts payable	(3.5)
Accrued expenses and other liabilities	(34.0)
Total fair value of tangible assets acquired and liabilities assumed	70.6
Acquired in-process research and development	0.0
Acquired intangible assets	133.0
Goodwill	69.5
Total purchase price	273.1
Measurement Period Adjustments
Prepaid expenses and other assets, measurements period adjustments		(0.3)
Deferred tax assets, measurement period adjustments		1.8
Accrued expenses and other liabilities, measurement period adjustment		(0.4)
Total fair value of tangible assets acquired and liabilities assumed, measurement period adjustments		1.1
Acquired in-process research and development, measurement period adjustment		(9.0)
Measurement period adjustments		$ 7.9
Previously Reported \| PaxVax
Fair value of tangible assets acquired and liabilities assumed:
Cash	9.0
Accounts receivable	4.1
Inventory	19.7
Prepaid expenses and other assets	12.2
Property, plant and equipment	57.8
Deferred tax assets, net	3.8
Accounts payable	(3.5)
Accrued expenses and other liabilities	(33.6)
Total fair value of tangible assets acquired and liabilities assumed	69.5
Acquired in-process research and development	9.0
Acquired intangible assets	133.0
Goodwill	61.6
Total purchase price	$ 273.1

Fair value measurements - Reconciliation of the Contingent Consideration Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 29.2	$ 60.0
Expense included in earnings	31.7	24.8
Measurement period adjustment		1.5
Settlements	(2.8)	(57.1)
Balance, end of period	$ 58.1	$ 29.2

Fair value measurements - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration, liability, current	$ 23.9	$ 3.2
Money Market Funds \| Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash held in money market accounts	$ 352.2	$ 52.2

Fair value measurements - Level 3 Significant Unobservable Inputs (Details) - Fair Value, Inputs, Level 3 - Fair Value, Recurring $ in Millions	Dec. 31, 2020 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of contingent purchase consideration	$ 58.1
Discount rate \| Discounted cash flow \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business combination, contingent consideration, liability, measurement input	0.030
Discount rate \| Discounted cash flow \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business combination, contingent consideration, liability, measurement input	0.071
Discount rate \| Discounted cash flow \| Weighted Average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business combination, contingent consideration, liability, measurement input	0.036
Probability of payment \| Discounted cash flow \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business combination, contingent consideration, liability, measurement input	0.250
Probability of payment \| Discounted cash flow \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business combination, contingent consideration, liability, measurement input	1.000
Probability of payment \| Discounted cash flow \| Weighted Average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business combination, contingent consideration, liability, measurement input	0.900

Inventories (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 160.6	$ 70.5
Work-in-process	102.5	89.7
Finished goods	43.9	62.3
Total inventories	$ 307.0	$ 222.5

Inventories - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
Inventory Disclosure [Abstract]
Inventory, LIFO reserve, period charge	$ 17.3

Property, plant and equipment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 903.2	$ 752.7
Less: Accumulated depreciation and amortization	(259.1)	(210.4)
Total property, plant and equipment, net	644.1	542.3
Depreciation and amortization	50.1	49.5	$ 36.3
Land and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	52.7	46.5
Buildings, building improvements and leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	246.3	234.8
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	362.1	334.2
Software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	58.7	55.7
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 183.4	$ 81.5

Intangible assets and goodwill - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	$ 832.1	$ 822.1
Accumulated Amortization	169.0	109.2
Net	663.1	712.9
Products
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	798.0	788.0
Accumulated Amortization	137.8	82.2
Net	$ 660.2	$ 705.8
Products \| Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Life	9 years	9 years
Products \| Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Life	22 years	22 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Life	8 years	8 years
Cost	$ 28.6	$ 28.6
Accumulated Amortization	26.5	23.0
Net	$ 2.1	$ 5.6
Contract development and manufacturing services
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Life	8 years	8 years
Cost	$ 5.5	$ 5.5
Accumulated Amortization	4.7	4.0
Net	$ 0.8	$ 1.5

Intangible assets and goodwill - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Acquired Finite-Lived Intangible Assets [Line Items]
Increase to contingent consideration liability	$ 31,700,000	$ 24,800,000	$ 3,100,000
Amortization of intangible assets	$ 59,800,000	58,700,000	$ 25,000,000.0
Intangible assets, weighted average useful life	12 years 8 months 12 days
Goodwill, impairment loss	$ 0	0
Raxibacumab
Acquired Finite-Lived Intangible Assets [Line Items]
Increase to contingent consideration liability	10,000,000.0	10,000,000.0
Adapt Pharma
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill, impairment loss	$ 29,000,000.0	$ 12,000,000.0

Intangible assets and goodwill - Future Amortization Expense (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
2021	$ 58.6
2022	55.9
2023	55.8
2024	55.8
2025	437.0
Net	$ 663.1	$ 712.9

Intangible assets and goodwill - Summary Changes in Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Roll Forward]
Balance at beginning of the year	$ 266.6	$ 259.7
Measurement period adjustments	0.0	6.9
Foreign currency translation	0.1	0.0
Balance at end of the year	$ 266.7	$ 266.6

Long-term debt - Components of Long-term Indebtedness (Details) - USD ($) $ in Millions	Dec. 31, 2020	Aug. 07, 2020	Dec. 31, 2019	Jan. 29, 2014
Debt Instrument [Line Items]
Total debt	$ 885.5		$ 822.5
Current portion of debt, net of debt issuance costs	(33.8)		(12.9)
Unamortized debt issuance costs	(10.7)		(11.2)
Debt, net of current portion	841.0		798.4
3.875% Senior Unsecured Notes due 2028 \| Senior Notes
Debt Instrument [Line Items]
Interest rate, stated percentage		3.875%
Total debt	$ 450.0		0.0
2.875% Convertible Senior Notes due 2021
Debt Instrument [Line Items]
Interest rate, stated percentage	2.875%			2.875%
Total debt	$ 10.6		10.6
Other
Debt Instrument [Line Items]
Total debt	3.0		3.0
Term Loan Facility
Debt Instrument [Line Items]
Total debt	421.9		435.9
Revolving Credit Facility
Debt Instrument [Line Items]
Total debt	$ 0.0		$ 373.0

Long-term debt - Senior Unsecured Notes (Details) - USD ($) $ in Millions	Aug. 07, 2020	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt issuance costs			$ 5.0
Debt issuance costs, current, net			1.8
Long-term debt		$ 885.5	822.5
3.875% Senior Unsecured Notes due 2028 \| Prior to August 15, 2023
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	100.00%
3.875% Senior Unsecured Notes due 2028 \| Prior to August 15, 2023 \| Maximum
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	40.00%
3.875% Senior Unsecured Notes due 2028 \| Upon the occurrence of a change in control \| Maximum
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	101.00%
3.875% Senior Unsecured Notes due 2028 \| Senior Notes
Debt Instrument [Line Items]
Interest rate, stated percentage	3.875%
Long-term debt		450.0	$ 0.0
3.875% Senior Unsecured Notes due 2028 \| Senior Notes \| Fair Value, Inputs, Level 2
Debt Instrument [Line Items]
Long-term debt, fair value		466.0
Other Current Assets
Debt Instrument [Line Items]
Debt issuance costs		2.0
Other Assets
Debt Instrument [Line Items]
Debt issuance costs		$ 3.5

Long-term debt - Senior Secured Credit Agreement (Details)	Aug. 07, 2020 USD ($)
Debt Instrument [Line Items]
Debt instrument, covenant, net leverage ratio rolling period	12 months
Debt instrument, covenant, net leverage ratio adjustment period	12 months
Amended Credit Agreement \| Minimum
Debt Instrument [Line Items]
Commitment fee percentage	0.15%
Debt instrument, covenant, debt service coverage ratio	2.50
Amended Credit Agreement \| Maximum
Debt Instrument [Line Items]
Commitment fee percentage	0.35%
Debt instrument, covenant, net leverage ratio, maximum	4.50
Debt instrument, covenant, net leverage, adjustment	5.00
Amended Credit Agreement \| Eurodollar
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.00%
Amended Credit Agreement \| Eurodollar \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.25%
Amended Credit Agreement \| Eurodollar \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.25%
Amended Credit Agreement \| Federal Funds Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.50%
Amended Credit Agreement \| Base Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.25%
Amended Credit Agreement \| Base Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.25%
Revolving Credit Facility \| Amended Credit Agreement
Debt Instrument [Line Items]
Current borrowing capacity	$ 600,000,000
Term Loan Facility \| Amended Credit Agreement
Debt Instrument [Line Items]
Current borrowing capacity	$ 450,000,000
Percentage of original principal amount required to repay in the first two years	2.50%
Percentage of original principal amount required to repay during the third year	5.00%
Percentage of original principal amount required to repay remaining year	7.50%
Cash proceeds excess amount from dispositions of property or casualty events subject to certain reinvestment right	$ 100,000,000
Debt instrument, covenant, consideration threshold	$ 75,000,000.0

Long-term debt - Convertible Senior Notes (Details)	Dec. 31, 2020	Jan. 29, 2014
2.875% Convertible Senior Notes due 2021
Long-Term Debt [Line Items]
Interest rate, stated percentage	2.875%	2.875%

Long-term debt - Future Debt Payments of Long-term Indebtedness (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
2021	$ 35.9
2022	33.8
2023	363.6
2024	0.2
2025 and thereafter	452.0
Total debt	$ 885.5	$ 822.5

Derivative Instruments and hedging activities - Derivative Designated as Cash Flow Hedges (Details) - Interest Rate Swaps - Designated as Hedging Instrument	Dec. 31, 2020 USD ($) instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of Instruments \| instrument	7
Notional amount \| $	$ 350,000,000.0

Derivative Instruments and hedging activities - Fair Value by Balance Sheet Location (Details) - Interest Rate Swaps - Designated as Hedging Instrument - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Other Current Assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 0.0
Other Current Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	5.7	$ 0.0
Other Assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	0.0
Other Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 9.3	$ 2.0

Derivative Instruments and hedging activities - Cash Flow Hedging on AOCI (Details) - Interest Rate Swaps - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income	$ (15.0)	$ (2.0)
Interest expense \| Cash Flow Hedging
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income	$ (3.9)	$ 0.6

Derivative Instruments and hedging activities - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
Interest Rate Swaps
Derivatives, Fair Value [Line Items]
Cash flow hedge gain (loss) to be reclassified within twelve months	$ 5.7

Stockholders' equity - Narrative (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($) vote $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock, shares authorized (in shares) \| shares	15,000,000.0	15,000,000.0
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized (in shares) \| shares	200,000,000.0	200,000,000.0
Common stock, voting rights \| vote	1
Weighted average remaining contractual term of options outstanding	4 years 3 months 18 days	3 years 3 months 18 days
Weighted average remaining contractual term of options exercisable	2 years 10 months 24 days	2 years 3 months 18 days
Weighted average grant date fair value of options granted (in dollars per share) \| $ / shares	$ 21.69	$ 21.13	$ 18.48
Total intrinsic value of options exercised	$ 38.2	$ 5.3	$ 24.4
Compensation cost expected to be recognized related to unvested equity awards	$ 54.4
Weighted average period expected to be recognized related to unvested equity awards	1 year 7 months 6 days
Defined Benefit Pension Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Other comprehensive income (loss), tax, portion attributable to parent	$ 0.7	0.5
Derivative Instruments
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Other comprehensive income (loss), tax, portion attributable to parent	$ 3.6	0.4
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized for issuance under the plan (in shares) \| shares	21,900,000
Common stock available for future awards (in shares) \| shares	4,200,000
Exercise price of option as percentage of fair market value at grant date, minimum	100.00%
Contractual life of awards	7 years
Total fair value of awards vested	$ 35.3	$ 16.9	$ 16.9

Stockholders' equity - Stock Options Valuation Assumptions (Details) - Employee Stock Option	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
Expected volatility, minimum	39.00%	37.00%	38.00%
Expected volatility, maximum	48.00%	39.00%	39.00%
Risk-free interest rate, minimum	0.27%	1.57%	2.54%
Risk-free interest rate, maximum	1.42%	2.48%	3.03%
Expected average life of options	4 years 6 months	4 years 6 months	4 years 6 months

Stockholders' equity - Stock Options and Restricted Stock Units (Details) - 2006 Stock Incentive Plan - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Number of Shares
Outstanding, beginning of period (in shares)	1,900,000
Stock options granted (in shares)	400,000
Exercised (in shares)	(900,000)
Forfeited (in shares)	(100,000)
Outstanding, end of period (in shares)	1,300,000
Exercisable, end of period (in shares)	600,000
Weighted-Average Exercise Price
Outstanding, beginning of period (in dollars per share)	$ 36,740,000
Stock options grant price (in dollars per share)	63,070,000.00
Exercised (in dollars per share)	29,770,000
Forfeited (in dollars per share)	54,020,000.00
Outstanding, end of period (in dollars per share)	49,070,000.00
Exercisable, end of period (in dollars per share)	$ 37,480,000
Aggregate Intrinsic Value
Outstanding	$ 53.4	$ 34.5
Exercisable	$ 33.8
Restricted Stock Units (RSUs)
Number of Shares
Outstanding, beginning of period (in shares)	900,000
Restricted stock units granted (in shares)	900,000
Vested (in shares)	(600,000)
Forfeited (in shares)	(100,000)
Outstanding, end of period (in shares)	1,100,000
Weighted-Average Grant Price
Outstanding, beginning of period (in dollars per share)	$ 52,770,000
Restricted stock units grant price (in dollars per share)	68,630,000
Vested (in dollars per share)	55,250,000
Forfeited (in dollars per share)	60,490,000
Outstanding, end of period (in dollars per share)	$ 63,300,000
Aggregate Intrinsic Value
Outstanding	$ 96.3	$ 51.5

Stockholders' equity - Stock-based Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 51.0	$ 26.7	$ 23.2
Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	14.7
Cost of product sales and CDMO services
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	12.4	3.1	1.7
Research and development
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	8.4	4.0	3.1
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 30.2	$ 19.6	$ 18.4

Stockholders' equity - Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 1,088.5	$ 1,010.9
Other comprehensive (loss) income before reclassifications	(19.3)	(5.0)
Amounts reclassified from accumulated other comprehensive income	3.9	0.6
Ending balance	1,447.0	1,088.5
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(9.9)	(5.5)
Ending balance	(25.3)	(9.9)
Defined Benefit Pension Plan
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(3.4)	(0.2)
Other comprehensive (loss) income before reclassifications	(4.3)	(3.2)
Amounts reclassified from accumulated other comprehensive income	0.0	0.0
Ending balance	(7.7)	(3.4)
Derivative Instruments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance		0.0
Derivative Instruments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(1.6)
Other comprehensive (loss) income before reclassifications	(13.3)	(2.2)
Amounts reclassified from accumulated other comprehensive income	3.9	0.6
Ending balance	(11.0)	(1.6)
Foreign Currency Translation Losses
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(4.9)	(5.3)
Other comprehensive (loss) income before reclassifications	(1.7)	0.4
Amounts reclassified from accumulated other comprehensive income	0.0	0.0
Ending balance	$ (6.6)	$ (4.9)

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Income taxes - Narrative (Details) - USD ($)	12 Months Ended
Income taxes - Narrative (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Contingency [Line Items]
Deferred tax liabilities, undistributed foreign earnings	$ 0	$ 0
Deferred tax liabilities, net	43,800,000	50,500,000
Federal losses carryforward	8,100,000	8,500,000
Valuation allowance	51,100,000	64,500,000
State losses carryforward	3,100,000	17,400,000
Foreign NOLs	$ 36,900,000	$ 36,900,000
Effective income tax rate reconciliation, percent	25.00%	30.00%	23.00%
Unrecognized tax benefits, noncurrent	$ 9,200,000	$ 10,400,000
Gross unrecognized tax benefits	9,200,000	10,400,000	$ 8,800,000	$ 2,000,000.0
Unrecognized tax benefits acquired in business combinations			$ 6,500,000
Research Tax Credit Carryforward
Income Tax Contingency [Line Items]
Tax credit carryforward, amount	12,500,000
Tax credit carryforward, valuation allowance	9,100,000
Manitoba Scientific Research and Experimental Development
Income Tax Contingency [Line Items]
Tax credit carryforward, amount	8,400,000
Domestic Tax Authority
Income Tax Contingency [Line Items]
Deferred tax liabilities, net	3,900,000	7,700,000
Operating loss carryforwards	38,300,000
Federal losses carryforward	8,000,000.0
Valuation allowance	4,700,000
Foreign Tax Authority
Income Tax Contingency [Line Items]
Deferred tax liabilities, net	39,900,000	$ 42,800,000
Operating loss carryforwards	198,800,000
Valuation allowance	34,500,000
Foreign NOLs	36,900,000
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Valuation allowance	2,800,000
Operating loss carryforwards, valuation allowance	54,200,000
State and Local Jurisdiction \| Maryland
Income Tax Contingency [Line Items]
Operating loss carryforwards	697,000,000.0
State and Local Jurisdiction \| California
Income Tax Contingency [Line Items]
Operating loss carryforwards	55,600,000
Deferred tax assets, operating loss carryforwards	3,100,000
PaxVax
Income Tax Contingency [Line Items]
Unrecognized tax benefits acquired in business combinations	$ 7,400,000

Income taxes - Components of the Provisions for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Current
Federal	$ 62.8	$ 1.4	$ 1.8
State	27.7	11.6	2.4
International	14.0	11.0	6.0
Total current	104.5	24.0	10.2
Deferred
Federal	1.1	1.9	7.5
State	0.0	1.1	3.0
International	(3.5)	(4.1)	(1.9)
Total deferred	(2.4)	(1.1)	8.6
Total income taxes	$ 102.1	$ 22.9	$ 18.8

Income taxes - Net Deferred Tax Asset (Liability) (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Tax Credit Carryforward [Line Items]
Federal losses carryforward	$ 8.1	$ 8.5
State losses carryforward	3.1	17.4
Scientific research and experimental development credit carryforward	8.4	11.0
Stock compensation	8.6	7.6
Foreign NOLs	36.9	36.9
Deferred revenue	26.2	18.1
Inventory reserves	1.7	1.8
Lease liability	8.2	6.0
Other	10.8	7.5
Deferred tax asset	124.5	128.8
Fixed assets	(54.6)	(51.2)
Intangible assets	(50.4)	(54.5)
Right-of-use asset	(7.7)	(5.9)
Other	(4.5)	(3.2)
Deferred tax liability	(117.2)	(114.8)
Valuation allowance	(51.1)	(64.5)
Net deferred tax asset (liability)	(43.8)	(50.5)
Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Federal losses carryforward	8.0
Research and development carryforward	7.5	9.0
Valuation allowance	(4.7)
Net deferred tax asset (liability)	(3.9)	(7.7)
State and Local Jurisdiction
Tax Credit Carryforward [Line Items]
Research and development carryforward	5.0	$ 5.0
Valuation allowance	$ (2.8)

Income taxes - Reconciliation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
US	$ 362.0	$ 63.9	$ 71.0
International	45.2	13.5	10.5
Earnings before taxes on income	407.2	77.4	81.5
Federal tax at statutory rates	85.5	16.3	17.1
State taxes, net of federal benefit	23.2	10.3	4.3
Impact of foreign operations	(7.8)	(6.9)	2.8
Change in valuation allowance	1.5	(1.0)	(0.1)
Tax credits	(7.6)	(3.6)	(1.8)
Transition tax	0.0	0.0	(0.2)
Change in U.S. tax rate	0.0	0.0	(4.5)
Stock compensation	(7.9)	(2.4)	(5.8)
Other differences	0.0	0.0	(1.3)
Return to provision true-ups	(0.7)	(2.3)	1.1
Transaction costs	6.0	4.7	5.4
Compensation limitation	2.2	1.3	1.1
FIN 48	(0.3)	1.1	0.3
GILTI, net	5.4	3.6	0.4
Permanent differences	2.6	1.8	0.0
Total income taxes	$ 102.1	$ 22.9	$ 18.8

Income taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross unrecognized tax benefits, beginning balance	$ 10.4	$ 8.8	$ 2.0
Unrecognized tax benefits acquired in business combinations			6.5
Increases for tax positions for prior years		0.5
Increases for tax positions for current year	0.6	1.5	0.3
Settlements	(1.8)	(0.4)
Gross unrecognized tax benefits, ending balance	$ 9.2	$ 10.4	$ 8.8

Defined benefit and 401(k) savings plan - Swiss Plan Funded Status (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Retirement Benefits [Abstract]
Pension expense	$ 2.4	$ 1.5	$ 0.3
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets, beginning of year	20.6	18.2
Employer contributions	1.4	1.0
Employee contributions	0.8	0.7
Net benefits received (paid)	6.8	1.7
Actual return on plan assets	0.3	1.7
Settlements	(4.5)	(3.0)
Currency impact	2.2	0.3
Fair value of plan assets, end of year	27.6	20.6	18.2
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation, beginning of year	35.2	28.6
Service cost	1.9	1.3	0.3
Interest Cost	0.1	0.2	0.1
Employee contributions	0.8	0.7
Actuarial loss	5.0	7.0
Net benefits received (paid)	6.8	1.7
Plan amendment	0.0	(1.7)
Settlements	(4.5)	(3.0)
Currency impact	3.9	0.4
Projected benefit obligation, end of year	49.2	35.2	$ 28.6
Funded status, end of year	(21.6)	(14.6)
Accumulated benefit obligation, end of year	$ 43.0	$ 31.0

Defined benefit and 401(k) savings plan - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Retirement Benefits [Abstract]
Actuarial loss	$ 5.0	$ 7.0
Total contributions expected	1.5
Matching contributions made by employer	$ 6.6	$ 5.1	$ 3.1

Defined benefit and 401(k) savings plan - Components of Net Periodic Pension Cost (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Retirement Benefits [Abstract]
Service cost	$ 1.9	$ 1.3	$ 0.3
Interest cost	0.1	0.2	0.1
Expected return on plan assets	(0.6)	(0.5)	(0.1)
Settlements	1.0	0.5	0.0
Net periodic benefit cost	$ 2.4	$ 1.5	$ 0.3

Defined benefit and 401(k) savings plan - Weighted Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Discount rate	0.02%	0.20%
Expected rate of return	3.00%	3.00%
Rate of future compensation increases	1.40%	1.50%

Defined benefit and 401(k) savings plan - Accumulated Other Comprehensive Loss Before Income Tax (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Net actuarial loss	$ 9.9	$ 5.4
Prior service cost	(1.5)	(1.7)
Total recognized in accumulated other comprehensive income (loss)	$ 8.4	$ 3.7

Defined benefit and 401(k) savings plan - Expected Future Benefits Payments (Details) $ in Millions	Dec. 31, 2020 USD ($)
Retirement Benefits [Abstract]
2021	$ 1.3
2022	1.9
2023	1.3
2024	1.3
2025	1.5
Thereafter	41.9
Total	$ 49.2

Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2018
Lessee, Lease, Description [Line Items]
Operating lease, renewal term	5 years
Operating lease, termination period	1 year
Total lease expense		$ 3.3
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	13 years

Leases - Components of Lease Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating lease cost:
Amortization of right-of-use assets	$ 4.5	$ 2.7
Interest on lease liabilities	1.1	0.6
Total operating lease cost	$ 5.6	$ 3.3

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssets	us-gaap:OtherAssets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:OtherLiabilitiesCurrent	us-gaap:OtherLiabilitiesCurrent
Operating Lease, Liability, Statement of Financial Position [Extensible List]	us-gaap:OtherLiabilities	us-gaap:OtherLiabilities
Total operating lease liabilities	$ 33.2	$ 25.7
Operating leases:
Weighted average remaining lease term (years)	7 years 8 months 12 days	8 years
Weighted average discount rate	4.10%	4.20%
Other Assets
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets	$ 31.0	$ 24.7
Other Current Liabilities
Lessee, Lease, Description [Line Items]
Operating lease liabilities, current portion	5.4	3.6
Other Liabilities
Lessee, Lease, Description [Line Items]
Operating lease liabilities	$ 27.8	$ 22.1

Earnings per share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Numerator:
Net income	$ 185.4	$ 39.5	$ 92.7	$ (12.5)	$ 46.9	$ 43.2	$ (9.5)	$ (26.1)	$ 305.1	$ 54.5	$ 62.7
Denominator:
Weighted-average number of shares - basic (in shares)									52.7	51.5	50.1
Dilutive securities-equity awards (in shares)									1.1	0.9	1.3
Weighted-average number of shares-diluted (in shares)									53.8	52.4	51.4
Net income per share-basic (in dollars per share)	$ 3.51	$ 0.75	$ 1.76	$ (0.23)	$ 0.91	$ 0.84	$ (0.18)	$ (0.51)	$ 5.79	$ 1.06	$ 1.25
Net income per share-diluted (in dollars per share)	$ 3.44	$ 0.72	$ 1.74	$ (0.23)	$ 0.90	$ 0.83	$ (0.18)	$ (0.51)	$ 5.67	$ 1.04	$ 1.22
Antidilutive shares excluded from calculation (in shares)									0.0	0.9	0.0

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Purchase commitments (Details) - USD ($) $ in Millions	12 Months Ended
Purchase commitments (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Purchase Obligation, Fiscal Year Maturity [Abstract]
Total purchase commitment	$ 84.7
Purchase commitment period	3 years
Materials purchased under commitment, amount	$ 108.0	$ 51.3	$ 12.1

Segment information - Narrative (Details) $ in Millions	12 Months Ended
Segment information - Narrative (Details) $ in Millions	Dec. 31, 2020 USD ($) segment	Dec. 31, 2019 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	1
Non-US
Segment Reporting Information [Line Items]
Assets \| $	$ 98.6	$ 90.6

Quarterly financial data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Quarterly Financial Information Disclosure [Abstract]
Revenue	$ 583.0	$ 385.2	$ 394.7	$ 192.5	$ 360.4	$ 311.8	$ 243.2	$ 190.6	$ 1,555.4	$ 1,106.0	$ 782.4
Income (loss) from operations	258.1	61.3	126.0	(11.6)	77.8	70.7	(7.0)	(27.4)	433.8	114.1	89.8
Net income	$ 185.4	$ 39.5	$ 92.7	$ (12.5)	$ 46.9	$ 43.2	$ (9.5)	$ (26.1)	$ 305.1	$ 54.5	$ 62.7
Net income (loss) per share-basic (in dollars per share)	$ 3.51	$ 0.75	$ 1.76	$ (0.23)	$ 0.91	$ 0.84	$ (0.18)	$ (0.51)	$ 5.79	$ 1.06	$ 1.25
Net income (loss) per share-diluted (in dollar per share)	$ 3.44	$ 0.72	$ 1.74	$ (0.23)	$ 0.90	$ 0.83	$ (0.18)	$ (0.51)	$ 5.67	$ 1.04	$ 1.22

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Inventory allowance
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	$ 17.9	$ 14.0	$ 3.8
Additions from Acquisition	0.0	0.0	4.4
Charged to costs and expenses	48.0	23.0	14.6
Deductions	(28.3)	(19.1)	(8.8)
Ending Balance	37.6	17.9	14.0
Prepaid expenses and other current assets allowance
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	4.0	4.3	5.3
Additions from Acquisition	0.0	0.0	0.0
Charged to costs and expenses	0.5	0.0	0.0
Deductions	(0.6)	(0.3)	(1.0)
Ending Balance	$ 3.9	$ 4.0	$ 4.3

Label	Element	Value
Accounting Standards Update [Extensible List]	us-gaap_AccountingStandardsUpdateExtensibleList	us-gaap:AccountingStandardsUpdate201409Member

- Definition

Indicates amendment to accounting standards.

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+ Details