II 

115TH CONGRESS 

2D SESSION S. 2885 

To amend the Securities Exchange Act of 1934 to require additional 

disclosure for pharmaceutical companies. 

IN THE SENATE OF THE UNITED STATES 

MAY 17, 2018 

Ms. SMITH introduced the following bill; which was read twice and referred 

to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Exchange Act of 1934 to require 

additional disclosure for pharmaceutical companies. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Disclosing Pharma5 ceutical Company Windfall Profits Act of 2018’’. 

6 SEC. 2. ADDITIONAL DISCLOSURE FOR PHARMACEUTICAL 

7 COMPANIES. 

8 Section 13 of the Securities Exchange Act of 1934 

9 (15 U.S.C. 78m) is amended by adding at the end the 

10 following: 


pbinns on DSK79D2C42PROD with BILLS
2 

•S 2885 IS

1 ‘‘(s) ADDITIONAL DISCLOSURE FOR PHARMA2 CEUTICAL COMPANIES.— 

3 ‘‘(1) IN GENERAL.—Each issuer required to file 

4 an annual or quarterly report under subsection (a) 

5 shall disclose in that report the information required 

6 by paragraph (2) if, during the period covered by 

7 the report, the issuer or any affiliate of the issuer 

8 is a drug manufacturer. 

9 ‘‘(2) INFORMATION REQUIRED.—If an issuer or 

10 an affiliate of the issuer is required to make a dis11 closure pursuant to paragraph (1), the disclosure 

12 shall include— 

13 ‘‘(A) a country-by-country report; 

14 ‘‘(B) a description of any change in divi15 dend or change in share repurchase plan after 

16 November 2, 2017, and the total value of such 

17 change; 

18 ‘‘(C) bonuses or other changes in com19 pensation of officers or directors after Novem20 ber 2, 2017, and the total value and percentage 

21 changes in comparison to the prior year; 

22 ‘‘(D) the total value of the research and 

23 experimentation tax credit (pursuant to section 

24 41 of the Internal Revenue Code of 1986) 


pbinns on DSK79D2C42PROD with BILLS
3 

•S 2885 IS

1 claimed by the issuer or any affiliate for the 

2 preceding tax year; 

3 ‘‘(E) the change in spending on research 

4 and development of prescription drugs, includ5 ing an estimate of total value of investment in 

6 research and development and the total value of 

7 any change in research and development for 

8 which the change was principally the result of 

9 Public Law 115–97 (131 Stat. 2054); 

10 ‘‘(F) the total amount of— 

11 ‘‘(i) deferred foreign income subject to 

12 mandatory inclusion pursuant to section 

13 965(a) of the Internal Revenue Code of 

14 1986; and 

15 ‘‘(ii) deductions allowable under sec16 tion 965(c) of such Code, including the 

17 amount of such deductions attributable to 

18 the 8 percent rate equivalent percentage 

19 and the amount attributable to the 15.5 

20 percent rate equivalent percentage; 

21 ‘‘(G) amounts described in section 162(e) 

22 of the Internal Revenue Code of 1986; and 

23 ‘‘(H) any other material actions by the 

24 issuer for which the action was principally the 

25 result of Public Law 115–97 (131 Stat. 2054). 


pbinns on DSK79D2C42PROD with BILLS
4 

•S 2885 IS

1 ‘‘(3) FOREIGN SUBSIDIARIES.—For each for2 eign subsidiary in the country-by-country report, the 

3 report required by paragraph (1) shall be grouped 

4 by resident jurisdiction (including a group for sub5 sidiaries resident nowhere), the tax jurisdiction (if 

6 different), and main business activity. 

7 ‘‘(4) DEFINITIONS.—In this subsection: 

8 ‘‘(A) COUNTRY-BY-COUNTRY REPORT.— 

9 The term ‘country-by-country report’ means in10 formation on a country-by-country basis during 

11 the covered period for each tax jurisdiction, ag12 gregated from all subsidiaries residing in that 

13 jurisdiction, consisting of— 

14 ‘‘(i) revenues from unrelated parties, 

15 related parties, and in total; 

16 ‘‘(ii) profit or loss before taxes; 

17 ‘‘(iii) income tax accrued for the cur18 rent year; 

19 ‘‘(iv) income tax paid (on a cash 

20 basis); 

21 ‘‘(v) stated capital; 

22 ‘‘(vi) accumulated earnings; 

23 ‘‘(vii) number of employees; 

24 ‘‘(viii) tangible assets other than cash 

25 or cash equivalents; and 


pbinns on DSK79D2C42PROD with BILLS
5 

•S 2885 IS

1 ‘‘(ix) such other financial information 

2 as the Commission may determine is nec3 essary or appropriate in the public interest 

4 or for the protection of investors. 

5 ‘‘(B) DRUG MANUFACTURER.—The term 

6 ‘drug manufacturer’ means the person that 

7 holds the application for a drug approved under 

8 section 505 of the Federal Food, Drug, and 

9 Cosmetic Act (21 U.S.C. 355) or the license 

10 issued under section 351 of the Public Health 

11 Service Act (42 U.S.C. 262).’’. 

Æ 


pbinns on DSK79D2C42PROD with BILLS