[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[S. 2885 Introduced in Senate (IS)]

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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.

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

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Disclosing Pharmaceutical Company 
Windfall Profits Act of 2018''.

SEC. 2. ADDITIONAL DISCLOSURE FOR PHARMACEUTICAL COMPANIES.

    Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) 
is amended by adding at the end the following:
    ``(s) Additional Disclosure for Pharmaceutical Companies.--
            ``(1) In general.--Each issuer required to file an annual 
        or quarterly report under subsection (a) shall disclose in that 
        report the information required by paragraph (2) if, during the 
        period covered by the report, the issuer or any affiliate of 
        the issuer is a drug manufacturer.
            ``(2) Information required.--If an issuer or an affiliate 
        of the issuer is required to make a disclosure pursuant to 
        paragraph (1), the disclosure shall include--
                    ``(A) a country-by-country report;
                    ``(B) a description of any change in dividend or 
                change in share repurchase plan after November 2, 2017, 
                and the total value of such change;
                    ``(C) bonuses or other changes in compensation of 
                officers or directors after November 2, 2017, and the 
                total value and percentage changes in comparison to the 
                prior year;
                    ``(D) the total value of the research and 
                experimentation tax credit (pursuant to section 41 of 
                the Internal Revenue Code of 1986) claimed by the 
                issuer or any affiliate for the preceding tax year;
                    ``(E) the change in spending on research and 
                development of prescription drugs, including an 
                estimate of total value of investment in research and 
                development and the total value of any change in 
                research and development for which the change was 
                principally the result of Public Law 115-97 (131 Stat. 
                2054);
                    ``(F) the total amount of--
                            ``(i) deferred foreign income subject to 
                        mandatory inclusion pursuant to section 965(a) 
                        of the Internal Revenue Code of 1986; and
                            ``(ii) deductions allowable under section 
                        965(c) of such Code, including the amount of 
                        such deductions attributable to the 8 percent 
                        rate equivalent percentage and the amount 
                        attributable to the 15.5 percent rate 
                        equivalent percentage;
                    ``(G) amounts described in section 162(e) of the 
                Internal Revenue Code of 1986; and
                    ``(H) any other material actions by the issuer for 
                which the action was principally the result of Public 
                Law 115-97 (131 Stat. 2054).
            ``(3) Foreign subsidiaries.--For each foreign subsidiary in 
        the country-by-country report, the report required by paragraph 
        (1) shall be grouped by resident jurisdiction (including a 
        group for subsidiaries resident nowhere), the tax jurisdiction 
        (if different), and main business activity.
            ``(4) Definitions.--In this subsection:
                    ``(A) Country-by-country report.--The term 
                `country-by-country report' means information on a 
                country-by-country basis during the covered period for 
                each tax jurisdiction, aggregated from all subsidiaries 
                residing in that jurisdiction, consisting of--
                            ``(i) revenues from unrelated parties, 
                        related parties, and in total;
                            ``(ii) profit or loss before taxes;
                            ``(iii) income tax accrued for the current 
                        year;
                            ``(iv) income tax paid (on a cash basis);
                            ``(v) stated capital;
                            ``(vi) accumulated earnings;
                            ``(vii) number of employees;
                            ``(viii) tangible assets other than cash or 
                        cash equivalents; and
                            ``(ix) such other financial information as 
                        the Commission may determine is necessary or 
                        appropriate in the public interest or for the 
                        protection of investors.
                    ``(B) Drug manufacturer.--The term `drug 
                manufacturer' means the person that holds the 
                application for a drug approved under section 505 of 
                the Federal Food, Drug, and Cosmetic Act (21 U.S.C. 
                355) or the license issued under section 351 of the 
                Public Health Service Act (42 U.S.C. 262).''.
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