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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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The Netherlands
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98-1189497
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I — FINANCIAL INFORMATION
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ITEM 1.
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Condensed Consolidated Financial Statements (unaudited)
|
|
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II — OTHER INFORMATION
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ITEM 1.
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||
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ITEM 1A.
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||
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ITEM 6.
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||
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Three Months Ended
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||||||
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March 31,
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||||||
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2015
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|
2014
|
||||
Revenues:
|
|
|
|
||||
Net sales
|
$
|
1,854.6
|
|
|
$
|
1,703.0
|
|
Other revenues
|
17.1
|
|
|
12.6
|
|
||
Total revenues
|
1,871.7
|
|
|
1,715.6
|
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||
Cost of sales
|
1,041.6
|
|
|
977.8
|
|
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Gross profit
|
830.1
|
|
|
737.8
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
169.9
|
|
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118.0
|
|
||
Selling, general and administrative
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483.2
|
|
|
377.7
|
|
||
Litigation settlements, net
|
17.7
|
|
|
3.1
|
|
||
Total operating expenses
|
670.8
|
|
|
498.8
|
|
||
Earnings from operations
|
159.3
|
|
|
239.0
|
|
||
Interest expense
|
79.5
|
|
|
82.7
|
|
||
Other expense (income), net
|
18.5
|
|
|
4.6
|
|
||
Earnings before income taxes and noncontrolling interest
|
61.3
|
|
|
151.7
|
|
||
Income tax provision
|
4.7
|
|
|
35.1
|
|
||
Net earnings
|
56.6
|
|
|
116.6
|
|
||
Net earnings attributable to the noncontrolling interest
|
—
|
|
|
(0.7
|
)
|
||
Net earnings attributable to Mylan N.V. ordinary shareholders
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$
|
56.6
|
|
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$
|
115.9
|
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Earnings per ordinary share attributable to Mylan N.V. ordinary shareholders:
|
|
|
|
||||
Basic
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$
|
0.14
|
|
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$
|
0.31
|
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Diluted
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$
|
0.13
|
|
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$
|
0.29
|
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Weighted average ordinary shares outstanding:
|
|
|
|
||||
Basic
|
418.0
|
|
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372.3
|
|
||
Diluted
|
443.8
|
|
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396.7
|
|
||
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Three Months Ended
|
||||||
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March 31,
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||||||
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2015
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2014
|
||||
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|
||||
Net earnings
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$
|
56.6
|
|
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$
|
116.6
|
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Other comprehensive (loss) earnings, before tax:
|
|
|
|
||||
Foreign currency translation adjustment
|
(602.6
|
)
|
|
97.2
|
|
||
Change in unrecognized gain (loss) and prior service cost related to defined benefit plans
|
0.1
|
|
|
(1.5
|
)
|
||
Net unrecognized loss on derivatives
|
(34.5
|
)
|
|
(27.4
|
)
|
||
Net unrealized gain on marketable securities
|
0.1
|
|
|
—
|
|
||
Other comprehensive (loss) earnings, before tax
|
(636.9
|
)
|
|
68.3
|
|
||
Income tax benefit
|
(13.0
|
)
|
|
(12.4
|
)
|
||
Other comprehensive (loss) earnings, net of tax
|
(623.9
|
)
|
|
80.7
|
|
||
Comprehensive (loss) earnings
|
(567.3
|
)
|
|
197.3
|
|
||
Comprehensive earnings attributable to the noncontrolling interest
|
—
|
|
|
(0.7
|
)
|
||
Comprehensive (loss) earnings attributable to Mylan N.V. ordinary shareholders
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$
|
(567.3
|
)
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$
|
196.6
|
|
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March 31,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
277.2
|
|
|
$
|
225.5
|
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Accounts receivable, net
|
2,264.6
|
|
|
2,268.5
|
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||
Inventories
|
1,908.3
|
|
|
1,651.4
|
|
||
Deferred income tax benefit
|
369.9
|
|
|
345.7
|
|
||
Prepaid expenses and other current assets
|
2,606.4
|
|
|
2,295.8
|
|
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Total current assets
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7,426.4
|
|
|
6,786.9
|
|
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Property, plant and equipment, net
|
1,872.3
|
|
|
1,785.7
|
|
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Intangible assets, net
|
6,770.6
|
|
|
2,347.1
|
|
||
Goodwill
|
5,115.8
|
|
|
4,049.3
|
|
||
Deferred income tax benefit
|
87.8
|
|
|
83.4
|
|
||
Other assets
|
850.9
|
|
|
834.2
|
|
||
Total assets
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$
|
22,123.8
|
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$
|
15,886.6
|
|
|
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|
||||
LIABILITIES AND EQUITY
|
|||||||
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
997.0
|
|
|
$
|
905.6
|
|
Short-term borrowings
|
169.2
|
|
|
330.7
|
|
||
Income taxes payable
|
63.9
|
|
|
160.7
|
|
||
Current portion of long-term debt and other long-term obligations
|
2,611.4
|
|
|
2,474.4
|
|
||
Deferred income tax liability
|
7.4
|
|
|
0.2
|
|
||
Other current liabilities
|
1,439.1
|
|
|
1,434.1
|
|
||
Total current liabilities
|
5,288.0
|
|
|
5,305.7
|
|
||
Long-term debt
|
5,750.4
|
|
|
5,732.8
|
|
||
Deferred income tax liability
|
613.8
|
|
|
235.4
|
|
||
Other long-term obligations
|
1,378.4
|
|
|
1,336.7
|
|
||
Total liabilities
|
13,030.6
|
|
|
12,610.6
|
|
||
Equity
|
|
|
|
||||
Mylan N.V. shareholders’ equity
|
|
|
|
||||
Ordinary shares
(1)
— nominal value €0.01 per ordinary share as of March 31, 2015 and par value $0.50 per share as of December 31, 2014
|
|
|
|
||||
Shares authorized: 1,200,000,000 and 1,500,000,000 as of March 31, 2015 and December 31, 2014
|
|
|
|
||||
Shares issued: 489,493,548 and 546,658,507 as of March 31, 2015 and December 31, 2014
|
5.5
|
|
|
273.3
|
|
||
Additional paid-in capital
|
7,007.6
|
|
|
4,212.8
|
|
||
Retained earnings
|
3,671.1
|
|
|
3,614.5
|
|
||
Accumulated other comprehensive loss
|
(1,610.9
|
)
|
|
(987.0
|
)
|
||
|
9,073.3
|
|
|
7,113.6
|
|
||
Noncontrolling interest
|
19.9
|
|
|
20.1
|
|
||
Less: Treasury stock — at cost
|
|
|
|
||||
Shares: zero and 171,435,200 as of March 31, 2015 and December 31, 2014
|
—
|
|
|
3,857.7
|
|
||
Total equity
|
9,093.2
|
|
|
3,276.0
|
|
||
Total liabilities and equity
|
$
|
22,123.8
|
|
|
$
|
15,886.6
|
|
|
|
|
|
(1)
|
Common stock prior to
February 27, 2015
.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
56.6
|
|
|
$
|
116.6
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
175.0
|
|
|
135.2
|
|
||
Share-based compensation expense
|
34.4
|
|
|
15.4
|
|
||
Change in estimated sales allowances
|
(92.1
|
)
|
|
131.1
|
|
||
Deferred income tax benefit (provision)
|
12.8
|
|
|
(8.4
|
)
|
||
Loss from equity method investments
|
24.7
|
|
|
22.7
|
|
||
Other non-cash items
|
46.3
|
|
|
50.0
|
|
||
Litigation settlements, net
|
17.7
|
|
|
3.1
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
469.0
|
|
|
49.1
|
|
||
Inventories
|
(136.7
|
)
|
|
(88.0
|
)
|
||
Trade accounts payable
|
(15.4
|
)
|
|
(32.7
|
)
|
||
Income taxes
|
(203.3
|
)
|
|
(33.5
|
)
|
||
Other operating assets and liabilities, net
|
(122.0
|
)
|
|
(92.5
|
)
|
||
Net cash provided by operating activities
|
267.0
|
|
|
268.1
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(48.1
|
)
|
|
(72.3
|
)
|
||
Purchase of marketable securities
|
(40.1
|
)
|
|
(4.8
|
)
|
||
Proceeds from sale of marketable securities
|
12.2
|
|
|
4.9
|
|
||
Payments for product rights and other, net
|
(11.5
|
)
|
|
(129.0
|
)
|
||
Net cash used in investing activities
|
(87.5
|
)
|
|
(201.2
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payment of financing fees
|
(22.4
|
)
|
|
(2.3
|
)
|
||
Change in short-term borrowings, net
|
(161.6
|
)
|
|
(71.1
|
)
|
||
Proceeds from issuance of long-term debt
|
100.0
|
|
|
200.0
|
|
||
Payment of long-term debt
|
(100.0
|
)
|
|
(260.0
|
)
|
||
Proceeds from exercise of stock options
|
67.4
|
|
|
21.9
|
|
||
Taxes paid related to net share settlement of equity awards
|
(31.7
|
)
|
|
(21.8
|
)
|
||
Other items, net
|
39.3
|
|
|
18.7
|
|
||
Net cash used in financing activities
|
(109.0
|
)
|
|
(114.6
|
)
|
||
Effect on cash of changes in exchange rates
|
(18.8
|
)
|
|
(0.6
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
51.7
|
|
|
(48.3
|
)
|
||
Cash and cash equivalents — beginning of period
|
225.5
|
|
|
291.3
|
|
||
Cash and cash equivalents — end of period
|
$
|
277.2
|
|
|
$
|
243.0
|
|
Supplemental disclosures of cash flow information —
|
|
|
|
||||
Non-cash transaction:
|
|
|
|
||||
Ordinary shares issued for acquisition
|
$
|
6,305.8
|
|
|
$
|
—
|
|
|
|
|
|
1.
|
General
|
2.
|
Revenue Recognition and Accounts Receivable
|
3.
|
Recent Accounting Pronouncements
|
4.
|
Acquisitions and Other Transactions
|
(In millions)
|
|
||
Accounts receivable
|
$
|
462.5
|
|
Inventories
|
196.3
|
|
|
Other current assets
|
70.1
|
|
|
Property, plant and equipment
|
140.8
|
|
|
Identified intangible assets
|
4,843.0
|
|
|
Goodwill
|
1,285.7
|
|
|
Other assets
|
15.5
|
|
|
Total assets acquired
|
7,013.9
|
|
|
Current liabilities
|
(269.0
|
)
|
|
Deferred tax liabilities
|
(382.1
|
)
|
|
Other non-current liabilities
|
(57.0
|
)
|
|
Net assets acquired
|
$
|
6,305.8
|
|
|
Three Months Ended
|
||||||
|
March 31, 2015
|
||||||
(Unaudited, in millions, except per share amounts)
|
2015
|
|
2014
|
||||
Total revenues
|
$
|
2,118.7
|
|
|
$
|
2,166.7
|
|
Net earnings (loss) attributable to Mylan N.V. ordinary shareholders
|
$
|
76.9
|
|
|
$
|
(83.6
|
)
|
Earnings (loss) per ordinary share attributable to Mylan N.V. ordinary shareholders:
|
|
|
|
||||
Basic
|
$
|
0.16
|
|
|
$
|
(0.17
|
)
|
Diluted
|
$
|
0.15
|
|
|
$
|
(0.16
|
)
|
Weighted average ordinary shares outstanding:
|
|
|
|
||||
Basic
|
491.3
|
|
|
482.3
|
|
||
Diluted
|
517.1
|
|
|
506.7
|
|
5.
|
Share-Based Incentive Plan
|
|
Number of Shares
Under Stock Awards
|
|
Weighted
Average
Exercise Price
per Share
|
|||
Outstanding at December 31, 2014
|
16,207,777
|
|
|
$
|
33.21
|
|
Granted
|
293,010
|
|
|
55.47
|
|
|
Exercised
|
(3,775,134
|
)
|
|
22.68
|
|
|
Forfeited
|
(52,916
|
)
|
|
48.29
|
|
|
Outstanding at March 31, 2015
|
12,672,737
|
|
|
$
|
36.80
|
|
Vested and expected to vest at March 31, 2015
|
12,314,675
|
|
|
$
|
36.56
|
|
Exercisable at March 31, 2015
|
6,007,826
|
|
|
$
|
21.71
|
|
|
Number of
Restricted
Stock Awards
|
|
Weighted Average
Grant-Date
Fair Value per Share
|
|||
Nonvested at December 31, 2014
|
3,670,238
|
|
|
$
|
34.98
|
|
Granted
|
935,251
|
|
|
55.61
|
|
|
Released
|
(1,448,843
|
)
|
|
33.72
|
|
|
Forfeited
|
(34,603
|
)
|
|
29.08
|
|
|
Nonvested at March 31, 2015
|
3,122,043
|
|
|
$
|
41.78
|
|
6.
|
Balance Sheet Components
|
(In millions)
|
March 31,
2015 |
|
December 31,
2014 |
||||
Inventories:
|
|
|
|
||||
Raw materials
|
$
|
598.7
|
|
|
$
|
549.5
|
|
Work in process
|
324.6
|
|
|
298.4
|
|
||
Finished goods
|
985.0
|
|
|
803.5
|
|
||
|
$
|
1,908.3
|
|
|
$
|
1,651.4
|
|
Other current liabilities:
|
|
|
|
||||
Legal and professional accruals, including litigation accruals
|
$
|
109.7
|
|
|
$
|
81.8
|
|
Payroll and employee benefit plan accruals
|
221.9
|
|
|
282.6
|
|
||
Accrued sales allowances
|
514.1
|
|
|
581.3
|
|
||
Accrued interest
|
49.4
|
|
|
63.8
|
|
||
Fair value of financial instruments
|
105.7
|
|
|
52.2
|
|
||
Other
|
438.3
|
|
|
372.4
|
|
||
|
$
|
1,439.1
|
|
|
$
|
1,434.1
|
|
7.
|
Earnings per Ordinary Share Attributable to
Mylan N.V.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions, except per share amounts)
|
2015
|
|
2014
|
||||
Basic earnings attributable to Mylan N.V. ordinary shareholders (numerator):
|
|
|
|
||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
56.6
|
|
|
$
|
115.9
|
|
Shares (denominator):
|
|
|
|
||||
Weighted average ordinary shares outstanding
|
418.0
|
|
|
372.3
|
|
||
Basic earnings per ordinary share attributable to Mylan N.V. ordinary shareholders
|
$
|
0.14
|
|
|
$
|
0.31
|
|
Diluted earnings attributable to Mylan N.V. ordinary shareholders (numerator):
|
|
|
|
||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
56.6
|
|
|
$
|
115.9
|
|
Shares (denominator):
|
|
|
|
||||
Weighted average ordinary shares outstanding
|
418.0
|
|
|
372.3
|
|
||
Share-based awards and warrants
|
25.8
|
|
|
24.4
|
|
||
Total dilutive shares outstanding
|
443.8
|
|
|
396.7
|
|
||
Diluted earnings per ordinary share attributable to Mylan N.V. ordinary shareholders
|
$
|
0.13
|
|
|
$
|
0.29
|
|
8.
|
Goodwill and Intangible Assets
|
(In millions)
|
Generics
Segment
|
|
Specialty
Segment
|
|
Total
|
||||||
Balance at December 31, 2014:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
3,700.2
|
|
|
$
|
734.1
|
|
|
$
|
4,434.3
|
|
Accumulated impairment losses
|
—
|
|
|
(385.0
|
)
|
|
(385.0
|
)
|
|||
|
3,700.2
|
|
|
349.1
|
|
|
4,049.3
|
|
|||
Acquisitions
|
1,285.7
|
|
|
—
|
|
|
1,285.7
|
|
|||
Foreign currency translation
|
(219.2
|
)
|
|
—
|
|
|
(219.2
|
)
|
|||
|
$
|
4,766.7
|
|
|
$
|
349.1
|
|
|
$
|
5,115.8
|
|
Balance at March 31, 2015:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
4,766.7
|
|
|
$
|
734.1
|
|
|
$
|
5,500.8
|
|
Accumulated impairment losses
|
—
|
|
|
(385.0
|
)
|
|
(385.0
|
)
|
|||
|
$
|
4,766.7
|
|
|
$
|
349.1
|
|
|
$
|
5,115.8
|
|
(In millions)
|
Weighted
Average Life
(Years)
|
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||
Patents and technologies
|
20
|
|
$
|
116.6
|
|
|
$
|
100.3
|
|
|
$
|
16.3
|
|
Product rights and licenses
|
12
|
|
7,751.9
|
|
|
2,126.6
|
|
|
5,625.3
|
|
|||
Other
(1)
|
6
|
|
458.9
|
|
|
80.0
|
|
|
378.9
|
|
|||
|
|
|
8,327.4
|
|
|
2,306.9
|
|
|
6,020.5
|
|
|||
In-process research and development
|
|
|
750.1
|
|
|
—
|
|
|
750.1
|
|
|||
|
|
|
$
|
9,077.5
|
|
|
$
|
2,306.9
|
|
|
$
|
6,770.6
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||
Patents and technologies
|
20
|
|
$
|
116.6
|
|
|
$
|
99.2
|
|
|
$
|
17.4
|
|
Product rights and licenses
|
10
|
|
3,617.0
|
|
|
2,127.8
|
|
|
1,489.2
|
|
|||
Other
(1)
|
8
|
|
162.2
|
|
|
70.6
|
|
|
91.6
|
|
|||
|
|
|
3,895.8
|
|
|
2,297.6
|
|
|
1,598.2
|
|
|||
In-process research and development
|
|
|
748.9
|
|
|
—
|
|
|
748.9
|
|
|||
|
|
|
$
|
4,644.7
|
|
|
$
|
2,297.6
|
|
|
$
|
2,347.1
|
|
(1)
|
Other intangible assets consist principally of customer lists and contracts.
|
9.
|
Financial Instruments and Risk Management
|
|
Asset Derivatives
|
||||||||||
|
March 31, 2015
|
|
December 31, 2014
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Interest rate swaps
|
Prepaid expenses and other current assets
|
|
$
|
46.2
|
|
|
Prepaid expenses and other current assets
|
|
$
|
30.4
|
|
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
26.8
|
|
|
Prepaid expenses and other current assets
|
|
12.9
|
|
||
Total
|
|
|
$
|
73.0
|
|
|
|
|
$
|
43.3
|
|
|
Liability Derivatives
|
||||||||||
|
March 31, 2015
|
|
December 31, 2014
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Interest rate swaps
|
Other current liabilities
|
|
$
|
101.1
|
|
|
Other current liabilities
|
|
$
|
49.9
|
|
Total
|
|
|
$
|
101.1
|
|
|
|
|
$
|
49.9
|
|
|
Asset Derivatives
|
||||||||||
|
March 31, 2015
|
|
December 31, 2014
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
$
|
5.7
|
|
|
Prepaid expenses and other current assets
|
|
$
|
5.5
|
|
Purchased cash convertible note hedge
|
Prepaid expenses and other current assets
|
|
1,981.2
|
|
|
Prepaid expenses and other current assets
|
|
1,853.5
|
|
||
Total
|
|
|
$
|
1,986.9
|
|
|
|
|
$
|
1,859.0
|
|
|
Liability Derivatives
|
||||||||||
|
March 31, 2015
|
|
December 31, 2014
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency forward contracts
|
Other current liabilities
|
|
$
|
4.6
|
|
|
Other current liabilities
|
|
$
|
2.3
|
|
Cash conversion feature of Cash Convertible Notes
|
Current portion of long-term debt and other long-term obligations
|
|
1,981.2
|
|
|
Current portion of long-term debt and long-term obligations
|
|
1,853.5
|
|
||
Total
|
|
|
$
|
1,985.8
|
|
|
|
|
$
|
1,855.8
|
|
|
Location of Gain or (Loss)
Recognized in Earnings
on Derivatives
|
|
Amount of Gain or (Loss)
Recognized in Earnings on
Derivatives
|
||||||
(In millions)
|
|
Three Months Ended
|
|||||||
|
March 31,
|
||||||||
|
2015
|
|
2014
|
||||||
Interest rate swaps
|
Interest expense
|
|
$
|
20.5
|
|
|
$
|
24.1
|
|
Total
|
|
|
$
|
20.5
|
|
|
$
|
24.1
|
|
|
Location of (Loss) or Gain
Recognized in Earnings
on Hedged Items
|
|
Amount of (Loss) or Gain
Recognized in Earnings on
Hedged Items
|
||||||
(In millions)
|
|
Three Months Ended
|
|||||||
|
March 31,
|
||||||||
|
2015
|
|
2014
|
||||||
2018 Senior Notes (6.000% coupon)
|
Interest expense
|
|
$
|
—
|
|
|
$
|
1.1
|
|
2023 Senior Notes (3.125% coupon)
|
Interest expense
|
|
(15.9
|
)
|
|
(16.5
|
)
|
||
Total
|
|
|
$
|
(15.9
|
)
|
|
$
|
(15.4
|
)
|
|
|
Amount of (Loss) or Gain
Recognized in AOCE
(Net of Tax) on Derivative
(Effective Portion)
|
||||||
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
(In millions)
|
|
2015
|
|
2014
|
||||
Foreign currency forward contracts
|
|
$
|
(0.8
|
)
|
|
$
|
11.6
|
|
Interest rate swaps
|
|
(32.4
|
)
|
|
(42.5
|
)
|
||
Total
|
|
$
|
(33.2
|
)
|
|
$
|
(30.9
|
)
|
|
Location of Loss Reclassified
from AOCE into Earnings
(Effective Portion)
|
|
Amount of Loss
Reclassified from AOCE
into Earnings (Effective Portion)
|
||||||
|
|
Three Months Ended
|
|||||||
|
|
March 31,
|
|||||||
(In millions)
|
|
2015
|
|
2014
|
|||||
Foreign currency forward contracts
|
Net sales
|
|
$
|
(11.7
|
)
|
|
$
|
(15.3
|
)
|
Interest rate swaps
|
Interest expense
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||
Total
|
|
|
$
|
(11.9
|
)
|
|
$
|
(15.5
|
)
|
|
Location of Gain
Excluded from the
Assessment of
Hedge Effectiveness
|
|
Amount of Gain Excluded from the Assessment of Hedge Effectiveness
|
||||||
|
|
Three Months Ended
|
|||||||
|
|
March 31,
|
|||||||
(In millions)
|
|
2015
|
|
2014
|
|||||
Foreign currency forward contracts
|
Other expense (income), net
|
|
$
|
8.6
|
|
|
$
|
22.8
|
|
Total
|
|
|
$
|
8.6
|
|
|
$
|
22.8
|
|
|
Location of Gain
or (Loss) Recognized
in Earnings on Derivatives
|
|
Amount of Gain or (Loss)
Recognized in
Earnings on Derivatives
|
||||||
|
|
Three Months Ended
|
|||||||
|
|
March 31,
|
|||||||
(In millions)
|
|
2015
|
|
2014
|
|||||
Foreign currency forward contracts
|
Other expense (income), net
|
|
$
|
0.1
|
|
|
$
|
4.6
|
|
Cash conversion feature of Cash Convertible Notes
|
Other expense (income), net
|
|
(127.7
|
)
|
|
(231.8
|
)
|
||
Purchased cash convertible note hedge
|
Other expense (income), net
|
|
127.7
|
|
|
231.8
|
|
||
Total
|
|
|
$
|
0.1
|
|
|
$
|
4.6
|
|
•
|
Level 1:
Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
|
•
|
Level 2:
Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 3:
Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
|
|
March 31, 2015
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
83.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83.9
|
|
Total cash equivalents
|
83.9
|
|
|
—
|
|
|
—
|
|
|
83.9
|
|
||||
Trading securities:
|
|
|
|
|
|
|
|
||||||||
Equity securities — exchange traded funds
|
21.0
|
|
|
—
|
|
|
—
|
|
|
21.0
|
|
||||
Total trading securities
|
21.0
|
|
|
—
|
|
|
—
|
|
|
21.0
|
|
||||
Available-for-sale fixed income investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
—
|
|
|
8.2
|
|
|
—
|
|
|
8.2
|
|
||||
Corporate bonds
|
—
|
|
|
15.4
|
|
|
—
|
|
|
15.4
|
|
||||
Agency mortgage-backed securities
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||
Asset backed securities
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
||||
Other
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||
Total available-for-sale fixed income investments
|
—
|
|
|
28.3
|
|
|
—
|
|
|
28.3
|
|
||||
Available-for-sale equity securities:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
27.4
|
|
|
—
|
|
|
—
|
|
|
27.4
|
|
||||
Total available-for-sale equity securities
|
27.4
|
|
|
—
|
|
|
—
|
|
|
27.4
|
|
||||
Foreign exchange derivative assets
|
—
|
|
|
32.5
|
|
|
—
|
|
|
32.5
|
|
||||
Interest rate swap derivative assets
|
—
|
|
|
46.2
|
|
|
—
|
|
|
46.2
|
|
||||
Purchased cash convertible note hedge
|
—
|
|
|
1,981.2
|
|
|
—
|
|
|
1,981.2
|
|
||||
Total assets at recurring fair value measurement
|
$
|
132.3
|
|
|
$
|
2,088.2
|
|
|
$
|
—
|
|
|
$
|
2,220.5
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative liabilities
|
$
|
—
|
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
Interest rate swap derivative liabilities
|
—
|
|
|
101.1
|
|
|
—
|
|
|
101.1
|
|
||||
Cash conversion feature of Cash Convertible Notes
|
—
|
|
|
1,981.2
|
|
|
—
|
|
|
1,981.2
|
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
479.2
|
|
|
479.2
|
|
||||
Total liabilities at recurring fair value measurement
|
$
|
—
|
|
|
$
|
2,086.9
|
|
|
$
|
479.2
|
|
|
$
|
2,566.1
|
|
|
December 31, 2014
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
122.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122.2
|
|
Total cash equivalents
|
122.2
|
|
|
—
|
|
|
—
|
|
|
122.2
|
|
||||
Trading securities:
|
|
|
|
|
|
|
|
||||||||
Equity securities — exchange traded funds
|
20.2
|
|
|
—
|
|
|
—
|
|
|
20.2
|
|
||||
Total trading securities
|
20.2
|
|
|
—
|
|
|
—
|
|
|
20.2
|
|
||||
Available-for-sale fixed income investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||
Corporate bonds
|
—
|
|
|
12.0
|
|
|
—
|
|
|
12.0
|
|
||||
Agency mortgage-backed securities
|
—
|
|
|
13.3
|
|
|
—
|
|
|
13.3
|
|
||||
Other
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
||||
Total available-for-sale fixed income investments
|
—
|
|
|
28.1
|
|
|
—
|
|
|
28.1
|
|
||||
Available-for-sale equity securities:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Total available-for-sale equity securities
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Foreign exchange derivative assets
|
—
|
|
|
18.4
|
|
|
—
|
|
|
18.4
|
|
||||
Interest rate swap derivative assets
|
—
|
|
|
30.4
|
|
|
—
|
|
|
30.4
|
|
||||
Purchased cash convertible note hedge
|
—
|
|
|
1,853.5
|
|
|
—
|
|
|
1,853.5
|
|
||||
Total assets at recurring fair value measurement
|
$
|
142.5
|
|
|
$
|
1,930.4
|
|
|
$
|
—
|
|
|
$
|
2,072.9
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative liabilities
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
Interest rate swap derivative liabilities
|
—
|
|
|
49.9
|
|
|
—
|
|
|
49.9
|
|
||||
Cash conversion feature of Cash Convertible Notes
|
—
|
|
|
1,853.5
|
|
|
—
|
|
|
1,853.5
|
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
470.0
|
|
|
470.0
|
|
||||
Total liabilities at recurring fair value measurement
|
$
|
—
|
|
|
$
|
1,905.7
|
|
|
$
|
470.0
|
|
|
$
|
2,375.7
|
|
•
|
Cash equivalents
— valued at observable net asset value prices.
|
•
|
Trading securities
— valued at the active quoted market price from broker or dealer quotations or transparent pricing sources at the reporting date.
|
•
|
Available-for-sale fixed income investments
— valued at the quoted market price from broker or dealer quotations or transparent pricing sources at the reporting date.
|
•
|
Available-for-sale equity securities
— valued using quoted stock prices from the London Exchange at the reporting date and translated to U.S. Dollars at prevailing spot exchange rates.
|
•
|
Interest rate swap derivative assets and liabilities
— valued using the LIBOR/EURIBOR yield curves at the reporting date. Counterparties to these contracts are highly rated financial institutions.
|
•
|
Foreign exchange derivative assets and liabilities
— valued using quoted forward foreign exchange prices at the reporting date. Counterparties to these contracts are highly rated financial institutions.
|
•
|
Cash conversion feature of cash convertible notes and purchased convertible note hedge
— valued using quoted prices for the Company’s cash convertible notes, its implied volatility and the quoted yield on the Company’s other long-term debt at the reporting date. Counterparties to the purchased convertible note hedge are highly rated financial institutions.
|
10.
|
Debt
|
(In millions)
|
Coupon
|
|
March 31,
2015 |
|
December 31,
2014 |
|||||
2014 Term Loan
|
|
|
$
|
800.0
|
|
|
$
|
800.0
|
|
|
Cash Convertible Notes
|
3.750
|
%
|
|
2,540.5
|
|
|
2,405.6
|
|
||
2016 Senior Notes
(a)
|
1.800
|
%
|
|
500.1
|
|
|
500.2
|
|
||
2016 Senior Notes
(b)
|
1.350
|
%
|
|
499.8
|
|
|
499.8
|
|
||
2018 Senior Notes
(c)
|
2.600
|
%
|
|
649.1
|
|
|
649.0
|
|
||
2019 Senior Notes
(a)
|
2.550
|
%
|
|
499.1
|
|
|
499.0
|
|
||
2020 Senior Notes
(d)
|
7.875
|
%
|
|
1,010.1
|
|
|
1,010.5
|
|
||
2023 Senior Notes
(a)
|
3.125
|
%
|
|
795.0
|
|
|
779.1
|
|
||
2023 Senior Notes
(e)
|
4.200
|
%
|
|
498.3
|
|
|
498.2
|
|
||
2043 Senior Notes
(e)
|
5.400
|
%
|
|
497.0
|
|
|
497.0
|
|
||
Other
|
|
|
3.7
|
|
|
0.1
|
|
|||
|
|
|
8,292.7
|
|
|
8,138.5
|
|
|||
Less current portion
|
|
|
2,542.3
|
|
|
2,405.7
|
|
|||
Total long-term debt
|
|
|
$
|
5,750.4
|
|
|
$
|
5,732.8
|
|
(a)
|
Instrument is callable by the Company at any time at the greater of 100% of the principal amount or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus 0.20% plus, in each case, accrued and unpaid interest.
|
(b)
|
Instrument is callable by the Company at any time at the greater of 100% of the principal amount or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus 0.125% plus, in each case, accrued and unpaid interest.
|
(c)
|
Instrument is callable by the Company at any time at the greater of 100% of the principal amount or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus 0.30% plus, in each case, accrued and unpaid interest.
|
(d)
|
Instrument is callable by the Company at any time prior to July 15, 2015 at 100% of the principal amount plus the greater of 1% of the principal amount and the excess over the principal of the present value of
103.938%
of the principal amount plus all scheduled interest payments from the call date through July 15, 2015 discounted at the U.S. Treasury Rate plus 0.50% plus accrued and unpaid interest. Instrument is callable by the Company at any time on or after July 15, 2015 at the redemption prices set forth in the Indenture dated May 19, 2010, plus accrued and unpaid interest.
|
(e)
|
Instrument is callable by the Company at any time at the greater of 100% of the principal amount or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus 0.25% plus, in each case, accrued and unpaid interest.
|
(In millions)
|
March 31,
2015 |
|
December 31,
2014 |
||||
Outstanding principal
|
$
|
573.1
|
|
|
$
|
573.1
|
|
Equity component carrying amount
|
1,981.2
|
|
|
1,853.5
|
|
||
Unamortized discount
|
(13.8
|
)
|
|
(21.0
|
)
|
||
Net debt carrying amount
(a)
|
$
|
2,540.5
|
|
|
$
|
2,405.6
|
|
Purchased call options
(b)
|
$
|
1,981.2
|
|
|
$
|
1,853.5
|
|
(a)
|
As of
March 31, 2015
and
December 31, 2014
, the cash convertible notes were classified as current portion of long-term on the
Condensed Consolidated Balance Sheets
.
|
(b)
|
As of
March 31, 2015
and
December 31, 2014
, purchased call options were classified as prepaid expenses and other current assets on the
Condensed Consolidated Balance Sheets
.
|
(In millions)
|
Total
|
||
2015
|
$
|
573
|
|
2016
|
1,000
|
|
|
2017
|
800
|
|
|
2018
|
650
|
|
|
2019
|
500
|
|
|
Thereafter
|
2,750
|
|
|
Total
|
$
|
6,273
|
|
11.
|
Comprehensive Earnings
|
(In millions)
|
March 31,
2015 |
|
December 31, 2014
|
||||
Accumulated other comprehensive loss:
|
|
|
|
||||
Net unrealized gains on marketable securities, net of tax
|
$
|
0.4
|
|
|
$
|
0.3
|
|
Net unrecognized losses and prior service cost related to defined benefit plans, net of tax
|
(19.5
|
)
|
|
(19.5
|
)
|
||
Net unrecognized losses on derivatives, net of tax
|
(49.8
|
)
|
|
(28.4
|
)
|
||
Foreign currency translation adjustment
|
(1,542.0
|
)
|
|
(939.4
|
)
|
||
|
$
|
(1,610.9
|
)
|
|
$
|
(987.0
|
)
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||||||
Gains and Losses on Derivatives in Cash Flow Hedging Relationships
|
|
Gains and Losses on Marketable Securities
|
|
Defined Benefit Plan Items
|
|
Foreign Currency Translation Adjustment
|
|
Totals
|
|||||||||||||||||
(In millions)
|
Foreign currency forward contracts
|
|
Interest rate swaps
|
|
Total
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2014, net of tax
|
|
|
|
|
$
|
(28.4
|
)
|
|
$
|
0.3
|
|
|
$
|
(19.5
|
)
|
|
$
|
(939.4
|
)
|
|
$
|
(987.0
|
)
|
||
Other comprehensive (loss) earnings before reclassifications, before tax
|
|
|
|
|
(46.4
|
)
|
|
0.1
|
|
|
(0.3
|
)
|
|
(602.6
|
)
|
|
(649.2
|
)
|
|||||||
Amounts reclassified from accumulated other comprehensive loss, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on foreign exchange forward contracts classified as cash flow hedges, included in net sales
|
(11.7
|
)
|
|
|
|
(11.7
|
)
|
|
|
|
|
|
|
|
(11.7
|
)
|
|||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
(0.2
|
)
|
|||||||||
Amortization of prior service costs included in SG&A expenses
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
(0.1
|
)
|
||||||||||
Amortization of actuarial loss included in SG&A expenses
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
(0.3
|
)
|
||||||||||
Amounts reclassified from accumulated other comprehensive loss, before tax
|
|
|
|
|
(11.9
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(12.3
|
)
|
|||||||
Net other comprehensive
(loss) earnings, before tax |
|
|
|
|
(34.5
|
)
|
|
0.1
|
|
|
0.1
|
|
|
(602.6
|
)
|
|
(636.9
|
)
|
|||||||
Income tax (benefit) provision
|
|
|
|
|
(13.1
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(13.0
|
)
|
|||||||
Balance at March 31, 2015, net of tax
|
|
|
|
|
$
|
(49.8
|
)
|
|
$
|
0.4
|
|
|
$
|
(19.5
|
)
|
|
$
|
(1,542.0
|
)
|
|
$
|
(1,610.9
|
)
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||||||||||
Gains and Losses on Derivatives in Cash Flow Hedging Relationships
|
|
Gains and Losses on Marketable Securities
|
|
Defined Benefit Plan Items
|
|
Foreign Currency Translation Adjustment
|
|
Totals
|
|||||||||||||||||
(In millions)
|
Foreign currency forward contracts
|
|
Interest rate swaps
|
|
Total
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2013, net of tax
|
|
|
|
|
$
|
84.8
|
|
|
$
|
0.3
|
|
|
$
|
(8.7
|
)
|
|
$
|
(316.5
|
)
|
|
$
|
(240.1
|
)
|
||
Other comprehensive (loss) earnings before reclassifications, before tax
|
|
|
|
|
(42.9
|
)
|
|
—
|
|
|
(1.7
|
)
|
|
97.2
|
|
|
52.6
|
|
|||||||
Amounts reclassified from accumulated other comprehensive loss, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on foreign exchange forward contracts classified as cash flow hedges, included in net sales
|
(15.3
|
)
|
|
|
|
(15.3
|
)
|
|
|
|
|
|
|
|
(15.3
|
)
|
|||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
(0.2
|
)
|
|||||||||
Amortization of actuarial loss included in SG&A expenses
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
(0.2
|
)
|
||||||||||
Amounts reclassified from accumulated other comprehensive loss, before tax
|
|
|
|
|
(15.5
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(15.7
|
)
|
|||||||
Net other comprehensive (loss) earnings, before tax
|
|
|
|
|
(27.4
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
97.2
|
|
|
68.3
|
|
|||||||
Income tax provision
|
|
|
|
|
11.9
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
12.4
|
|
|||||||
Balance at March 31, 2014, net of tax
|
|
|
|
|
$
|
69.3
|
|
|
$
|
0.3
|
|
|
$
|
(9.7
|
)
|
|
$
|
(219.3
|
)
|
|
$
|
(159.4
|
)
|
12.
|
Shareholders’ Equity
|
(In millions)
|
Total Mylan N.V. Shareholders' Equity
|
|
Noncontrolling Interest
|
|
Total
|
||||||
December 31, 2014
|
$
|
3,255.9
|
|
|
$
|
20.1
|
|
|
$
|
3,276.0
|
|
Net earnings
|
56.6
|
|
|
—
|
|
|
56.6
|
|
|||
Other comprehensive loss, net of tax
|
(623.9
|
)
|
|
—
|
|
|
(623.9
|
)
|
|||
Stock option activity
|
68.3
|
|
|
—
|
|
|
68.3
|
|
|||
Share-based compensation expense
|
34.4
|
|
|
—
|
|
|
34.4
|
|
|||
Issuance of restricted stock, net of shares withheld
|
(23.8
|
)
|
|
—
|
|
|
(23.8
|
)
|
|||
Issuance of ordinary shares to purchase the EPD Business
|
6,305.8
|
|
|
—
|
|
|
6,305.8
|
|
|||
Other
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
March 31, 2015
|
$
|
9,073.3
|
|
|
$
|
19.9
|
|
|
$
|
9,093.2
|
|
(In millions)
|
Total Mylan N.V. Shareholders' Equity
|
|
Noncontrolling Interest
|
|
Total
|
||||||
December 31, 2013
|
$
|
2,941.8
|
|
|
$
|
18.1
|
|
|
$
|
2,959.9
|
|
Net earnings
|
115.9
|
|
|
0.7
|
|
|
116.6
|
|
|||
Other comprehensive earnings, net of tax
|
80.7
|
|
|
—
|
|
|
80.7
|
|
|||
Stock option activity
|
21.9
|
|
|
—
|
|
|
21.9
|
|
|||
Share-based compensation expense
|
15.4
|
|
|
—
|
|
|
15.4
|
|
|||
Issuance of restricted stock, net of shares withheld
|
(20.1
|
)
|
|
—
|
|
|
(20.1
|
)
|
|||
Tax benefit of stock option plans
|
18.7
|
|
|
—
|
|
|
18.7
|
|
|||
Other
|
—
|
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||
March 31, 2014
|
$
|
3,174.3
|
|
|
$
|
17.4
|
|
|
$
|
3,191.7
|
|
13.
|
Segment Information
|
(In millions)
|
Generics Segment
|
|
Specialty Segment
|
|
Corporate /
Other (1) |
|
Consolidated
|
|||||||||
Three Months Ended March 31, 2015
|
|
|
|
|
|
|||||||||||
Total revenues
|
|
|
|
|
|
|
|
|||||||||
Third party
|
$
|
1,655.1
|
|
|
$
|
216.6
|
|
|
$
|
—
|
|
|
$
|
1,871.7
|
|
|
Intersegment
|
1.5
|
|
|
2.0
|
|
|
(3.5
|
)
|
|
—
|
|
|||||
Total
|
$
|
1,656.6
|
|
|
$
|
218.6
|
|
|
$
|
(3.5
|
)
|
|
$
|
1,871.7
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Segment profitability
|
$
|
450.8
|
|
|
$
|
102.2
|
|
|
$
|
(393.7
|
)
|
|
$
|
159.3
|
|
Three Months Ended March 31, 2014
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
|
|
|
|
|
|
|||||||||
Third party
|
$
|
1,514.5
|
|
|
$
|
201.1
|
|
|
$
|
—
|
|
|
$
|
1,715.6
|
|
|
Intersegment
|
1.3
|
|
|
1.7
|
|
|
(3.0
|
)
|
|
—
|
|
|||||
Total
|
$
|
1,515.8
|
|
|
$
|
202.8
|
|
|
$
|
(3.0
|
)
|
|
$
|
1,715.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profitability
|
$
|
388.2
|
|
|
$
|
99.5
|
|
|
$
|
(248.7
|
)
|
|
$
|
239.0
|
|
(1)
|
Includes certain corporate general and administrative and R&D expenses; net charges for litigation settlements; certain intercompany transactions, including eliminations; amortization of intangible assets and certain purchase accounting items; impairment charges; and other expenses not directly attributable to segments.
|
14.
|
Subsidiary Guarantors
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,854.6
|
|
|
$
|
—
|
|
|
$
|
1,854.6
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
17.1
|
|
|
—
|
|
|
17.1
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
1,871.7
|
|
|
—
|
|
|
1,871.7
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
1,041.6
|
|
|
—
|
|
|
1,041.6
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
830.1
|
|
|
—
|
|
|
830.1
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
169.9
|
|
|
—
|
|
|
169.9
|
|
||||||
Selling, general and administrative
|
—
|
|
|
201.0
|
|
|
—
|
|
|
282.2
|
|
|
—
|
|
|
483.2
|
|
||||||
Litigation settlements, net
|
—
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
|
—
|
|
|
17.7
|
|
||||||
Total operating expenses
|
—
|
|
|
201.0
|
|
|
—
|
|
|
469.8
|
|
|
—
|
|
|
670.8
|
|
||||||
Earnings from operations
|
—
|
|
|
(201.0
|
)
|
|
—
|
|
|
360.3
|
|
|
—
|
|
|
159.3
|
|
||||||
Interest expense
|
—
|
|
|
63.7
|
|
|
—
|
|
|
15.8
|
|
|
—
|
|
|
79.5
|
|
||||||
Other expense (income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
18.5
|
|
|
—
|
|
|
18.5
|
|
||||||
(Losses) earnings before income taxes and noncontrolling interest
|
—
|
|
|
(264.7
|
)
|
|
—
|
|
|
326.0
|
|
|
—
|
|
|
61.3
|
|
||||||
Income tax provision
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
4.7
|
|
||||||
Earnings (losses) of equity interest subsidiaries
|
56.6
|
|
|
319.4
|
|
|
—
|
|
|
—
|
|
|
(376.0
|
)
|
|
—
|
|
||||||
Net earnings
|
56.6
|
|
|
52.4
|
|
|
—
|
|
|
323.6
|
|
|
(376.0
|
)
|
|
56.6
|
|
||||||
Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
56.6
|
|
|
$
|
52.4
|
|
|
$
|
—
|
|
|
$
|
323.6
|
|
|
$
|
(376.0
|
)
|
|
$
|
56.6
|
|
(In millions)
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,703.0
|
|
|
$
|
—
|
|
|
$
|
1,703.0
|
|
Other revenues
|
—
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|||||
Total revenues
|
—
|
|
|
—
|
|
|
1,715.6
|
|
|
—
|
|
|
1,715.6
|
|
|||||
Cost of sales
|
—
|
|
|
—
|
|
|
977.8
|
|
|
—
|
|
|
977.8
|
|
|||||
Gross profit
|
—
|
|
|
—
|
|
|
737.8
|
|
|
—
|
|
|
737.8
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
—
|
|
|
—
|
|
|
118.0
|
|
|
—
|
|
|
118.0
|
|
|||||
Selling, general and administrative
|
123.0
|
|
|
—
|
|
|
254.7
|
|
|
—
|
|
|
377.7
|
|
|||||
Litigation settlements, net
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|||||
Total operating expenses
|
123.0
|
|
|
—
|
|
|
375.8
|
|
|
—
|
|
|
498.8
|
|
|||||
(Losses) earnings from operations
|
(123.0
|
)
|
|
—
|
|
|
362.0
|
|
|
—
|
|
|
239.0
|
|
|||||
Interest expense
|
68.1
|
|
|
—
|
|
|
14.6
|
|
|
—
|
|
|
82.7
|
|
|||||
Other expense (income), net
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
4.6
|
|
|||||
(Losses) earnings before income taxes and noncontrolling interest
|
(191.1
|
)
|
|
—
|
|
|
342.8
|
|
|
—
|
|
|
151.7
|
|
|||||
Income tax provision
|
13.1
|
|
|
—
|
|
|
22.0
|
|
|
—
|
|
|
35.1
|
|
|||||
Earnings (losses) of equity interest subsidiaries
|
320.8
|
|
|
—
|
|
|
—
|
|
|
(320.8
|
)
|
|
—
|
|
|||||
Net earnings
|
116.6
|
|
|
—
|
|
|
320.8
|
|
|
(320.8
|
)
|
|
116.6
|
|
|||||
Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
116.6
|
|
|
$
|
—
|
|
|
$
|
320.1
|
|
|
$
|
(320.8
|
)
|
|
$
|
115.9
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net earnings
|
$
|
56.6
|
|
|
52.4
|
|
|
—
|
|
|
323.6
|
|
|
(376.0
|
)
|
|
56.6
|
|
|||||
Other comprehensive (loss) earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
(602.6
|
)
|
|
—
|
|
|
—
|
|
|
(602.6
|
)
|
|
602.6
|
|
|
(602.6
|
)
|
||||||
Change in unrecognized gain and prior service cost related to defined benefit plans
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||||
Net unrecognized (loss) gain on derivatives
|
(34.5
|
)
|
|
(50.9
|
)
|
|
—
|
|
|
16.4
|
|
|
34.5
|
|
|
(34.5
|
)
|
||||||
Net unrealized gain on marketable securities
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||||
Other comprehensive (loss) earnings, before tax
|
(636.9
|
)
|
|
(50.9
|
)
|
|
—
|
|
|
(586.0
|
)
|
|
636.9
|
|
|
(636.9
|
)
|
||||||
Income tax (benefit) provision
|
(13.0
|
)
|
|
(18.6
|
)
|
|
—
|
|
|
5.6
|
|
|
13.0
|
|
|
(13.0
|
)
|
||||||
Other comprehensive (loss) earnings, net of tax
|
(623.9
|
)
|
|
(32.3
|
)
|
|
—
|
|
|
(591.6
|
)
|
|
623.9
|
|
|
(623.9
|
)
|
||||||
Comprehensive earnings (loss)
|
(567.3
|
)
|
|
20.1
|
|
|
—
|
|
|
(268.0
|
)
|
|
247.9
|
|
|
(567.3
|
)
|
||||||
Comprehensive earnings attributable to the noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive (loss) earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
(567.3
|
)
|
|
$
|
20.1
|
|
|
$
|
—
|
|
|
$
|
(268.0
|
)
|
|
$
|
247.9
|
|
|
$
|
(567.3
|
)
|
(In millions)
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net earnings
|
116.6
|
|
|
—
|
|
|
320.8
|
|
|
(320.8
|
)
|
|
116.6
|
|
|||||
Other comprehensive (loss) earnings, before tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
97.2
|
|
|
—
|
|
|
97.2
|
|
|
(97.2
|
)
|
|
97.2
|
|
|||||
Change in unrecognized loss and prior service cost related to defined benefit plans
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
1.5
|
|
|
(1.5
|
)
|
|||||
Net unrecognized (loss) gain on derivatives
|
(27.4
|
)
|
|
—
|
|
|
39.8
|
|
|
(39.8
|
)
|
|
(27.4
|
)
|
|||||
Other comprehensive (loss) earnings, before tax
|
68.3
|
|
|
—
|
|
|
135.5
|
|
|
(135.5
|
)
|
|
68.3
|
|
|||||
Income tax (benefit) provision
|
(12.4
|
)
|
|
—
|
|
|
12.4
|
|
|
(12.4
|
)
|
|
(12.4
|
)
|
|||||
Other comprehensive (loss) earnings, net of tax
|
80.7
|
|
|
—
|
|
|
123.1
|
|
|
(123.1
|
)
|
|
80.7
|
|
|||||
Comprehensive (loss) earnings
|
197.3
|
|
|
—
|
|
|
443.9
|
|
|
(443.9
|
)
|
|
197.3
|
|
|||||
Comprehensive earnings attributable to the noncontrolling interest
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
0.7
|
|
|
(0.7
|
)
|
|||||
Comprehensive earnings (loss) attributable to Mylan N.V. ordinary shareholders
|
$
|
196.6
|
|
|
$
|
—
|
|
|
$
|
443.2
|
|
|
$
|
(443.2
|
)
|
|
$
|
196.6
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
60.5
|
|
|
$
|
—
|
|
|
$
|
216.7
|
|
|
$
|
—
|
|
|
$
|
277.2
|
|
Accounts receivable, net
|
—
|
|
|
13.2
|
|
|
—
|
|
|
2,251.4
|
|
|
—
|
|
|
2,264.6
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
1,908.3
|
|
|
—
|
|
|
1,908.3
|
|
||||||
Intercompany receivables
|
29.0
|
|
|
—
|
|
|
—
|
|
|
8,547.3
|
|
|
(8,576.3
|
)
|
|
—
|
|
||||||
Deferred income tax benefit
|
—
|
|
|
332.1
|
|
|
—
|
|
|
37.8
|
|
|
—
|
|
|
369.9
|
|
||||||
Prepaid expenses and other current assets
|
—
|
|
|
2,201.8
|
|
|
—
|
|
|
404.6
|
|
|
—
|
|
|
2,606.4
|
|
||||||
Total current assets
|
29.0
|
|
|
2,607.6
|
|
|
—
|
|
|
13,366.1
|
|
|
(8,576.3
|
)
|
|
7,426.4
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
281.7
|
|
|
—
|
|
|
1,590.6
|
|
|
—
|
|
|
1,872.3
|
|
||||||
Investments in subsidiaries
|
9,064.2
|
|
|
10,348.8
|
|
|
—
|
|
|
—
|
|
|
(19,413.0
|
)
|
|
—
|
|
||||||
Intercompany notes and interest receivable
|
—
|
|
|
5,950.0
|
|
|
—
|
|
|
18.3
|
|
|
(5,968.3
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
6,770.6
|
|
|
—
|
|
|
6,770.6
|
|
||||||
Goodwill
|
—
|
|
|
17.1
|
|
|
—
|
|
|
5,098.7
|
|
|
—
|
|
|
5,115.8
|
|
||||||
Deferred income tax benefit
|
—
|
|
|
45.9
|
|
|
—
|
|
|
41.9
|
|
|
—
|
|
|
87.8
|
|
||||||
Other assets
|
—
|
|
|
136.3
|
|
|
—
|
|
|
714.6
|
|
|
—
|
|
|
850.9
|
|
||||||
Total assets
|
$
|
9,093.2
|
|
|
$
|
19,387.4
|
|
|
$
|
—
|
|
|
$
|
27,600.8
|
|
|
$
|
(33,957.6
|
)
|
|
$
|
22,123.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
977.9
|
|
|
$
|
—
|
|
|
$
|
997.0
|
|
Short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
169.2
|
|
|
—
|
|
|
169.2
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
63.9
|
|
|
—
|
|
|
63.9
|
|
||||||
Intercompany payables
|
—
|
|
|
8,575.3
|
|
|
—
|
|
|
1.0
|
|
|
(8,576.3
|
)
|
|
—
|
|
||||||
Current portion of long-term debt and other long-term obligations
|
—
|
|
|
2,540.9
|
|
|
—
|
|
|
70.5
|
|
|
—
|
|
|
2,611.4
|
|
||||||
Deferred income tax liability
|
—
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
||||||
Other current liabilities
|
—
|
|
|
326.1
|
|
|
—
|
|
|
1,113.0
|
|
|
—
|
|
|
1,439.1
|
|
||||||
Total current liabilities
|
—
|
|
|
11,461.4
|
|
|
—
|
|
|
2,402.9
|
|
|
(8,576.3
|
)
|
|
5,288.0
|
|
||||||
Long-term debt
|
—
|
|
|
5,748.5
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
5,750.4
|
|
||||||
Intercompany notes payable
|
—
|
|
|
18.3
|
|
|
—
|
|
|
5,950.0
|
|
|
(5,968.3
|
)
|
|
—
|
|
||||||
Deferred income tax liability
|
—
|
|
|
—
|
|
|
—
|
|
|
613.8
|
|
|
—
|
|
|
613.8
|
|
||||||
Other long-term obligations
|
—
|
|
|
244.1
|
|
|
—
|
|
|
1,134.3
|
|
|
—
|
|
|
1,378.4
|
|
||||||
Total liabilities
|
—
|
|
|
17,472.3
|
|
|
—
|
|
|
10,102.9
|
|
|
(14,544.6
|
)
|
|
13,030.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
9,093.2
|
|
|
1,915.1
|
|
|
—
|
|
|
17,497.9
|
|
|
(19,413.0
|
)
|
|
9,093.2
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
9,093.2
|
|
|
$
|
19,387.4
|
|
|
$
|
—
|
|
|
$
|
27,600.8
|
|
|
$
|
(33,957.6
|
)
|
|
$
|
22,123.8
|
|
(In millions)
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
112.9
|
|
|
$
|
—
|
|
|
$
|
112.6
|
|
|
$
|
—
|
|
|
$
|
225.5
|
|
Accounts receivable, net
|
16.6
|
|
|
—
|
|
|
2,251.9
|
|
|
—
|
|
|
2,268.5
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
1,651.4
|
|
|
—
|
|
|
1,651.4
|
|
|||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
7,973.6
|
|
|
(7,973.6
|
)
|
|
—
|
|
|||||
Deferred income tax benefit
|
4.7
|
|
|
—
|
|
|
341.0
|
|
|
—
|
|
|
345.7
|
|
|||||
Prepaid expenses and other current assets
|
1,955.6
|
|
|
—
|
|
|
340.2
|
|
|
—
|
|
|
2,295.8
|
|
|||||
Total current assets
|
2,089.8
|
|
|
—
|
|
|
12,670.7
|
|
|
(7,973.6
|
)
|
|
6,786.9
|
|
|||||
Property, plant and equipment, net
|
283.6
|
|
|
—
|
|
|
1,502.1
|
|
|
—
|
|
|
1,785.7
|
|
|||||
Investments in subsidiaries
|
11,675.2
|
|
|
—
|
|
|
—
|
|
|
(11,675.2
|
)
|
|
—
|
|
|||||
Intercompany notes and interest receivable
|
5,897.7
|
|
|
—
|
|
|
18.2
|
|
|
(5,915.9
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
2,347.1
|
|
|
—
|
|
|
2,347.1
|
|
|||||
Goodwill
|
17.2
|
|
|
—
|
|
|
4,032.1
|
|
|
—
|
|
|
4,049.3
|
|
|||||
Deferred income tax benefit
|
46.1
|
|
|
—
|
|
|
37.3
|
|
|
—
|
|
|
83.4
|
|
|||||
Other assets
|
117.0
|
|
|
—
|
|
|
717.2
|
|
|
—
|
|
|
834.2
|
|
|||||
Total assets
|
$
|
20,126.6
|
|
|
$
|
—
|
|
|
$
|
21,324.7
|
|
|
$
|
(25,564.7
|
)
|
|
$
|
15,886.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
31.4
|
|
|
$
|
—
|
|
|
$
|
874.2
|
|
|
$
|
—
|
|
|
$
|
905.6
|
|
Short-term borrowings
|
—
|
|
|
—
|
|
|
330.7
|
|
|
—
|
|
|
330.7
|
|
|||||
Income taxes payable
|
92.3
|
|
|
—
|
|
|
68.4
|
|
|
—
|
|
|
160.7
|
|
|||||
Intercompany payables
|
7,973.6
|
|
|
—
|
|
|
—
|
|
|
(7,973.6
|
)
|
|
—
|
|
|||||
Current portion of long-term debt and other long-term obligations
|
2,406.1
|
|
|
—
|
|
|
68.3
|
|
|
—
|
|
|
2,474.4
|
|
|||||
Deferred income tax liability
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Other current liabilities
|
352.9
|
|
|
—
|
|
|
1,081.2
|
|
|
—
|
|
|
1,434.1
|
|
|||||
Total current liabilities
|
10,856.3
|
|
|
—
|
|
|
2,423.0
|
|
|
(7,973.6
|
)
|
|
5,305.7
|
|
|||||
Long-term debt
|
5,732.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,732.8
|
|
|||||
Intercompany notes payable
|
18.2
|
|
|
—
|
|
|
5,897.7
|
|
|
(5,915.9
|
)
|
|
—
|
|
|||||
Deferred income tax liability
|
—
|
|
|
—
|
|
|
235.4
|
|
|
—
|
|
|
235.4
|
|
|||||
Other long-term obligations
|
243.3
|
|
|
—
|
|
|
1,093.4
|
|
|
—
|
|
|
1,336.7
|
|
|||||
Total liabilities
|
16,850.6
|
|
|
—
|
|
|
9,649.5
|
|
|
(13,889.5
|
)
|
|
12,610.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total equity
|
3,276.0
|
|
|
—
|
|
|
11,675.2
|
|
|
(11,675.2
|
)
|
|
3,276.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total liabilities and equity
|
$
|
20,126.6
|
|
|
$
|
—
|
|
|
$
|
21,324.7
|
|
|
$
|
(25,564.7
|
)
|
|
$
|
15,886.6
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
1.0
|
|
|
$
|
(555.8
|
)
|
|
$
|
—
|
|
|
$
|
821.8
|
|
|
$
|
—
|
|
|
$
|
267.0
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(9.5
|
)
|
|
—
|
|
|
(38.6
|
)
|
|
—
|
|
|
(48.1
|
)
|
||||||
Purchase of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.1
|
)
|
|
—
|
|
|
(40.1
|
)
|
||||||
Proceeds from sale of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|
—
|
|
|
12.2
|
|
||||||
Investments in affiliates
|
|
|
(115.7
|
)
|
|
—
|
|
|
—
|
|
|
115.7
|
|
|
—
|
|
|||||||
Loans to affiliates
|
(16.4
|
)
|
|
(1,473.3
|
)
|
|
—
|
|
|
—
|
|
|
1,489.7
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,047.0
|
)
|
|
2,047.0
|
|
|
—
|
|
||||||
Payments for product rights and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
—
|
|
|
(11.5
|
)
|
||||||
Net cash (used in) provided by investing activities
|
(16.4
|
)
|
|
(1,598.5
|
)
|
|
—
|
|
|
(2,125.0
|
)
|
|
3,652.4
|
|
|
(87.5
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payment of financing fees
|
—
|
|
|
(22.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.4
|
)
|
||||||
Change in short-term borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(161.6
|
)
|
|
—
|
|
|
(161.6
|
)
|
||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.0
|
|
||||||
Payment of long-term debt
|
—
|
|
|
(100.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100.0
|
)
|
||||||
Proceeds from exercise of stock options
|
—
|
|
|
67.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67.4
|
|
||||||
Taxes paid related to net share settlement of equity awards
|
—
|
|
|
(29.4
|
)
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(31.7
|
)
|
||||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
115.7
|
|
|
(115.7
|
)
|
|
—
|
|
||||||
Payments on borrowings from affiliates
|
—
|
|
|
2,047.0
|
|
|
—
|
|
|
—
|
|
|
(2,047.0
|
)
|
|
—
|
|
||||||
Proceeds from borrowings from affiliates
|
—
|
|
|
15.4
|
|
|
—
|
|
|
1,474.3
|
|
|
(1,489.7
|
)
|
|
—
|
|
||||||
Other items, net
|
15.4
|
|
|
23.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.3
|
|
||||||
Net cash provided by (used in) financing activities
|
15.4
|
|
|
2,101.9
|
|
|
—
|
|
|
1,426.1
|
|
|
(3,652.4
|
)
|
|
(109.0
|
)
|
||||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.8
|
)
|
|
—
|
|
|
(18.8
|
)
|
||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(52.4
|
)
|
|
—
|
|
|
104.1
|
|
|
—
|
|
|
51.7
|
|
||||||
Cash and cash equivalents — beginning of period
|
—
|
|
|
112.9
|
|
|
—
|
|
|
112.6
|
|
|
—
|
|
|
225.5
|
|
||||||
Cash and cash equivalents — end of period
|
$
|
—
|
|
|
$
|
60.5
|
|
|
$
|
—
|
|
|
$
|
216.7
|
|
|
$
|
—
|
|
|
$
|
277.2
|
|
Supplemental disclosures of cash flow information —
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-cash transaction:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ordinary shares issued for acquisition
|
$
|
—
|
|
|
$
|
6,305.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,305.8
|
|
(In millions)
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(325.5
|
)
|
|
$
|
—
|
|
|
$
|
593.6
|
|
|
$
|
—
|
|
|
$
|
268.1
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(25.1
|
)
|
|
—
|
|
|
(47.2
|
)
|
|
—
|
|
|
(72.3
|
)
|
|||||
Purchase of marketable securities
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
|||||
Proceeds from sale of marketable securities
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
|||||
Investments in affiliates
|
(14.1
|
)
|
|
—
|
|
|
—
|
|
|
14.1
|
|
|
—
|
|
|||||
Loans to affiliates
|
(875.8
|
)
|
|
—
|
|
|
—
|
|
|
875.8
|
|
|
—
|
|
|||||
Repayments of loans from affiliates
|
—
|
|
|
—
|
|
|
(1,345.1
|
)
|
|
1,345.1
|
|
|
—
|
|
|||||
Payments for product rights and other, net
|
(0.1
|
)
|
|
—
|
|
|
(128.9
|
)
|
|
—
|
|
|
(129.0
|
)
|
|||||
Net cash (used in) provided by investing activities
|
(915.1
|
)
|
|
—
|
|
|
(1,521.1
|
)
|
|
2,235.0
|
|
|
(201.2
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payment of financing fees
|
(2.2
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||||
Change in short-term borrowings, net
|
—
|
|
|
—
|
|
|
(71.1
|
)
|
|
—
|
|
|
(71.1
|
)
|
|||||
Proceeds from issuance of long-term debt
|
200.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200.0
|
|
|||||
Payment of long-term debt
|
(260.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260.0
|
)
|
|||||
Proceeds from exercise of stock options
|
21.8
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
21.9
|
|
|||||
Taxes paid related to net share settlement of equity awards
|
(17.1
|
)
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
(21.8
|
)
|
|||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
14.1
|
|
|
(14.1
|
)
|
|
—
|
|
|||||
Proceeds from borrowings from affiliates
|
—
|
|
|
—
|
|
|
875.8
|
|
|
(875.8
|
)
|
|
—
|
|
|||||
Payments on borrowings from affiliates
|
1,345.1
|
|
|
—
|
|
|
—
|
|
|
(1,345.1
|
)
|
|
—
|
|
|||||
Other items, net
|
18.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.7
|
|
|||||
Net cash provided by (used in) financing activities
|
1,306.3
|
|
|
—
|
|
|
814.1
|
|
|
(2,235.0
|
)
|
|
(114.6
|
)
|
|||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
65.7
|
|
|
—
|
|
|
(114.0
|
)
|
|
—
|
|
|
(48.3
|
)
|
|||||
Cash and cash equivalents — beginning of period
|
14.4
|
|
|
—
|
|
|
276.9
|
|
|
—
|
|
|
291.3
|
|
|||||
Cash and cash equivalents — end of period
|
$
|
80.1
|
|
|
$
|
—
|
|
|
$
|
162.9
|
|
|
$
|
—
|
|
|
$
|
243.0
|
|
15.
|
Contingencies
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||
|
March 31,
|
|
Percent Change
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
Actual
|
|
Constant Currency
|
||||||
Generics:
|
|
|
|
|
|
|
|
||||||
Third party net sales
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
844.8
|
|
|
$
|
782.2
|
|
|
8
|
%
|
|
8
|
%
|
Europe
|
406.2
|
|
|
355.9
|
|
|
14
|
%
|
|
33
|
%
|
||
Rest of World
|
392.5
|
|
|
370.2
|
|
|
6
|
%
|
|
12
|
%
|
||
Total third party net sales
|
1,643.5
|
|
|
1,508.3
|
|
|
9
|
%
|
|
15
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Other third party revenues
|
11.6
|
|
|
6.2
|
|
|
|
|
|
||||
Total third party revenues
|
1,655.1
|
|
|
1,514.5
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Intersegment sales
|
1.5
|
|
|
1.3
|
|
|
|
|
|
||||
Generics total revenues
|
1,656.6
|
|
|
1,515.8
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Specialty:
|
|
|
|
|
|
|
|
||||||
Third party net sales
|
211.1
|
|
|
194.7
|
|
|
8
|
%
|
|
8
|
%
|
||
Other third party revenues
|
5.5
|
|
|
6.4
|
|
|
|
|
|
||||
Total third party revenues
|
216.6
|
|
|
201.1
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Intersegment sales
|
2.0
|
|
|
1.7
|
|
|
|
|
|
||||
Specialty total revenues
|
218.6
|
|
|
202.8
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Elimination of intersegment sales
|
(3.5
|
)
|
|
(3.0
|
)
|
|
|
|
|
||||
Consolidated total revenues
|
$
|
1,871.7
|
|
|
$
|
1,715.6
|
|
|
9
|
%
|
|
15
|
%
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
GAAP cost of sales
|
$
|
1,041.6
|
|
|
$
|
977.8
|
|
Deduct:
|
|
|
|
||||
Purchase accounting related amortization
|
(140.2
|
)
|
|
(99.9
|
)
|
||
Restructuring & other special items
|
(20.3
|
)
|
|
(27.9
|
)
|
||
Adjusted cost of sales
|
$
|
881.1
|
|
|
$
|
850.0
|
|
|
|
|
|
||||
Adjusted gross profit
(a)
|
$
|
990.6
|
|
|
$
|
865.6
|
|
|
|
|
|
||||
Adjusted gross margin
(a)
|
53
|
%
|
|
50
|
%
|
(a)
|
Adjusted Gross Profit is calculated as total revenues less Adjusted Cost of Sales. Adjusted Gross Margin is calculated as Adjusted Gross Profit divided by total revenue.
|
•
|
Exit costs associated with facilities to be closed or divested, including employee separation costs, impairment charges, accelerated depreciation, incremental manufacturing variances, equipment relocation costs and other exit costs;
|
•
|
Certain acquisition related remediation and integration and planning costs, as well as other costs associated with acquisitions and other business transformation and/or optimization initiatives, which are not part of a formal restructuring program, including employee separation and post-employment costs;
|
•
|
The pre-tax loss of the Company’s
clean energy investments
, whose activities qualify for income tax credits under Section 45 of the U.S. Internal Revenue Code (the “Code”); only included in Adjusted Earnings and Adjusted EPS is the net tax effect of the entities’ activities;
|
•
|
Certain costs to further develop and optimize our global enterprise resource planning systems, operations and supply chain; and
|
•
|
Certain costs related to new operations and significant alliances/business partnerships including certain upfront and/or milestone research and development related payments.
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
|
||||||||||||||
(In millions, except per share amounts)
|
2015
|
|
2014
|
||||||||||||
GAAP net earnings attributable to Mylan N.V. and GAAP diluted EPS
|
$
|
56.6
|
|
|
$
|
0.13
|
|
|
$
|
115.9
|
|
|
$
|
0.29
|
|
Purchase accounting related amortization (primarily included in cost of sales)
|
144.0
|
|
|
|
|
103.7
|
|
|
|
||||||
Litigation settlements, net
|
17.7
|
|
|
|
|
3.1
|
|
|
|
||||||
Interest expense, primarily amortization of convertible debt discount
|
12.2
|
|
|
|
|
10.9
|
|
|
|
||||||
Non-cash accretion and fair value adjustments of contingent consideration liability
|
9.2
|
|
|
|
|
8.4
|
|
|
|
||||||
Clean energy investments pre-tax loss
(a)
|
22.5
|
|
|
|
|
19.4
|
|
|
|
||||||
Acquisition related costs (primarily included in cost of sales and selling, general and administrative expense)
|
78.8
|
|
|
|
|
23.4
|
|
|
|
||||||
Restructuring and other special items included in:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
8.0
|
|
|
|
|
10.3
|
|
|
|
||||||
Research and development expense
|
17.9
|
|
|
|
|
0.9
|
|
|
|
||||||
Selling, general and administrative expense
|
7.8
|
|
|
|
|
19.4
|
|
|
|
||||||
Other income (expense), net
|
7.0
|
|
|
|
|
(3.0
|
)
|
|
|
||||||
Tax effect of the above items and other income tax related items
|
(72.6
|
)
|
|
|
|
(52.0
|
)
|
|
|
||||||
Adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS
|
$
|
309.1
|
|
|
$
|
0.70
|
|
|
$
|
260.4
|
|
|
$
|
0.66
|
|
Weighted average diluted ordinary shares outstanding
|
443.8
|
|
|
|
|
396.7
|
|
|
|
(a)
|
Adjustment represents exclusion of the pre-tax loss related to
Mylan’s
clean energy investments, the activities of which qualify for income tax credits under Section 45 of the Code.
The amount is included in
other expense (income), net
in the
Condensed Consolidated Statements of Operations
.
|
•
|
a
net increase
in the amount of cash
used through
changes in income taxes of
$169.8 million
as a result of the level of estimated tax payments made during the current year;
|
•
|
a
decrease
in net earnings of
$60.0 million
, which includes an increase of
$92.9 million
in non-cash expenses, principally as a result of increased depreciation and amortization as a result of current year acquisitions, increased litigation settlements, increased losses from equity method investments, and a number of other non-cash charges including share-based compensation, the accretion of the contingent consideration liability and deferred tax expense;
|
•
|
a net increase in the amount of cash used through changes in other operating assets and liabilities of
$29.5 million
, as a result of payments made for acquisition related costs; and
|
•
|
a
net increase
of
$48.7 million
in the amount of cash used through changes in inventory balances. The
increase
in cash utilized for inventory in
2015
(as compared to
2014
) primarily relates to anticipated product launches.
|
•
|
a
net increase
in the amount of cash
provided by
accounts receivable, including estimated sales allowances, of
$196.7 million
, reflecting the timing of sales, cash collections and disbursements related to sales allowances; and
|
•
|
a
net decrease
in the amount of cash
used through
changes in trade accounts payable of
$17.3 million
as a result of the timing of cash payments.
|
(In millions)
|
|
Total
|
||
2015
|
|
$
|
573
|
|
2016
|
|
1,000
|
|
|
2017
|
|
800
|
|
|
2018
|
|
650
|
|
|
2019
|
|
500
|
|
|
Thereafter
|
|
2,750
|
|
|
Total
|
|
$
|
6,273
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
the diversion of management’s attention to integration matters;
|
•
|
difficulties in achieving anticipated synergies, operating efficiencies, business opportunities, and growth prospects from combining the EPD Business with the business of Mylan Inc.;
|
•
|
difficulties in the integration of operations and systems, including enterprise resource planning (“ERP”) systems;
|
•
|
difficulties in the integration of employees;
|
•
|
difficulties in managing the expanded operations of a significantly larger and more complex company;
|
•
|
challenges in keeping existing customers and obtaining new customers;
|
•
|
challenges in attracting and retaining key personnel; and
|
•
|
the complexities of managing the ongoing relationship with Abbott, and certain of its business partners, which includes agreements providing for transition services, manufacturing relationships, and license arrangements.
|
•
|
compliance with a variety of national and local laws of countries in which we do business, including but not limited to restrictions on the import and export of certain intermediates, drugs, and technologies;
|
•
|
compliance with a variety of U.S. laws including, but not limited to, the Iran Threat Reduction and Syria Human Rights Act of 2012; and rules relating to the use of certain “conflict minerals” under Section 1502 of the Dodd-Frank Wall Street Reform and the Consumer Protection Act;
|
•
|
changes in laws, regulations, and practices affecting the pharmaceutical industry and the health care system, including but not limited to imports, exports, manufacturing, quality, cost, pricing, reimbursement, approval, inspection, and delivery of health care;
|
•
|
fluctuations in exchange rates for transactions conducted in currencies other than the functional currency;
|
•
|
differing local product preferences and product requirements;
|
•
|
adverse changes in the economies in which we or our partners and suppliers operate as a result of a slowdown in overall growth, a change in government or economic policies, or financial, political, or social change or instability in such countries that affects the markets in which we operate, particularly emerging markets;
|
•
|
changes in employment laws, wage increases, or rising inflation in the countries in which we or our partners and suppliers operate;
|
•
|
supply disruptions, and increases in energy and transportation costs;
|
•
|
natural disasters, including droughts, floods, and earthquakes in the countries in which we operate;
|
•
|
local disturbances, terrorist attacks, riots, social disruption, or regional hostilities in the countries in which we or our partners and suppliers operate; and
|
•
|
government uncertainty, including as a result of new or changed laws and regulations.
|
•
|
costs incurred to combine the operations of companies we acquire, such as transitional employee expenses and employee retention, redeployment or relocation expenses;
|
•
|
impairment of goodwill or intangible assets, including acquired in-process research and development;
|
•
|
amortization of intangible assets acquired;
|
•
|
a reduction in the useful lives of intangible assets acquired;
|
•
|
identification of or changes to assumed contingent liabilities, including, but not limited to, contingent purchase price consideration, income tax contingencies and other non-income tax contingencies, after our final determination of the amounts for these contingencies or the conclusion of the measurement period (generally up to one year from the acquisition date), whichever comes first;
|
•
|
charges to our operating results to eliminate certain duplicative pre-acquisition activities, to restructure our operations or to reduce our cost structure;
|
•
|
charges to our operating results resulting from expenses incurred to effect the acquisition; and
|
•
|
changes to contingent consideration liabilities, including accretion and fair value adjustments.
|
•
|
entering into agreements whereby other generic companies will begin to market an authorized generic, a generic equivalent of a branded product, at the same time or after generic competition initially enters the market;
|
•
|
launching a generic version of their own branded product prior to or at the same time or after generic competition initially enters the market;
|
•
|
filing petitions with the FDA or other regulatory bodies seeking to prevent or delay approvals, including timing the filings so as to thwart generic competition by causing delays of our product approvals;
|
•
|
seeking to establish regulatory and legal obstacles that would make it more difficult to demonstrate bioequivalence or to meet other requirements for approval, and/or to prevent regulatory agency review of applications, such as through the establishment of patent linkage (laws and regulations barring the issuance of regulatory approvals prior to patent expiration);
|
•
|
initiating legislative or other efforts to limit the substitution of generic versions of brand pharmaceuticals;
|
•
|
filing suits for patent infringement and other claims that may delay or prevent regulatory approval, manufacture, and/or scale of generic products;
|
•
|
introducing “next-generation” products prior to the expiration of market exclusivity for the reference product, which often materially reduces the demand for the generic or the reference product for which we seek regulatory approval;
|
•
|
persuading regulatory bodies to withdraw the approval of brand name drugs for which the patents are about to expire and converting the market to another product of the brand company on which longer patent protection exists;
|
•
|
obtaining extensions of market exclusivity by conducting clinical trials of brand drugs in pediatric populations or by other methods; and
|
•
|
seeking to obtain new patents on drugs for which patent protection is about to expire.
|
•
|
the availability of alternative products from our competitors;
|
•
|
the price of our products relative to that of our competitors;
|
•
|
the timing of our market entry;
|
•
|
the ability to market our products effectively to the different levels in the distribution chain;
|
•
|
other competitor actions; and
|
•
|
the continued acceptance of and/or reimbursement for our products by government and private formularies and/or third party payors.
|
•
|
limited patent life, or the loss of patent protection;
|
•
|
competition from generic or other branded products;
|
•
|
reductions in reimbursement rates by government and other third-party payors;
|
•
|
importation by consumers;
|
•
|
product liability;
|
•
|
drug research and development risks; and
|
•
|
unpredictability with regard to establishing a market.
|
•
|
proprietary processes or delivery systems;
|
•
|
larger or more productive research and development and marketing staffs;
|
•
|
larger or more efficient production capabilities in a particular therapeutic area;
|
•
|
more experience in preclinical testing and human clinical trials;
|
•
|
more products; or
|
•
|
more experience in developing new drugs and greater financial resources, particularly with regard to manufacturers of branded products.
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to make debt service payments, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, challenges and opportunities, and changes in our businesses and the markets in which we operate;
|
•
|
limiting our ability to obtain additional financing to fund our working capital, capital expenditures, acquisitions and debt service requirements and other financing needs;
|
•
|
increasing our vulnerability to increases in interest rates in general because a substantial portion of our indebtedness bears interest at floating rates; and
|
•
|
placing us at a competitive disadvantage to our competitors that have less debt.
|
•
|
the diversion of management’s attention to integration matters;
|
•
|
difficulties in achieving anticipated synergies, operating efficiencies, business opportunities, and growth prospects from combining Perrigo with Mylan;
|
•
|
difficulties in the integration of operations and systems, including enterprise resource planning systems;
|
•
|
difficulties in the integration of employees;
|
•
|
difficulties in managing the expanded operations of a significantly larger and more complex company;
|
•
|
challenges in keeping existing customers and obtaining new customers; and
|
•
|
challenges in attracting and retaining key personnel.
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to make debt service payments, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, challenges and opportunities, and changes in our businesses and the markets in which we operate;
|
•
|
limiting our ability to obtain additional financing to fund our working capital, capital expenditures, acquisitions and debt service requirements and other financing needs;
|
•
|
increasing our vulnerability to increases in interest rates in general because a substantial portion of our indebtedness bears interest at floating rates; and
|
•
|
placing us at a competitive disadvantage to our competitors that have less debt.
|
ITEM 6.
EXHIBITS
|
|
2.1
|
Amended and Restated Business Transfer Agreement and Plan of Merger, dated as of November 4, 2014, between and among Abbott Laboratories, Mylan Inc., New Moon B.V. and Moon of PA Inc., filed as Annex A to the Registration Statement on Form S-4 filed with the SEC on November 5, 2014, as amended on December 9 and December 23, 2014, and incorporated herein by reference.*
|
|
|
2.2
|
Shareholder Agreement between and among Mylan N.V., Abbott Laboratories, Laboratoires Fournier S.A.S., Abbott Established Products Holdings (Gibraltar) Limited, and Abbott Investments Luxembourg S.à r.l., filed as Exhibit 2.2 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.*
|
|
|
3.1
|
Amended and Restated Articles of Association of Mylan N.V., filed as Exhibit 3.1 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.
|
|
|
4.1(a)
|
Second Supplemental Indenture, dated as of February 27, 2015, between and among Mylan Inc., as Issuer, Mylan N.V. and The Bank of New York Mellon, as Trustee, to the Indenture dated as of September 15, 2008, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.
|
|
|
4.1(b)
|
Third Supplemental Indenture, dated as of February 27, 2015, between and among Mylan Inc., as Issuer, Mylan N.V. and The Bank of New York Mellon, as Trustee, to the Indenture dated as of September 15, 2008, filed as Exhibit 4.2 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.
|
|
|
4.1(c)
|
Fourth Supplemental Indenture, dated as of March 12, 2015, between and among Mylan Inc., as Issuer, Mylan N.V., as Parent, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of September 15, 2008.
|
|
|
4.2(a)
|
Second Supplemental Indenture, dated as of February 27, 2015, between and among Mylan Inc., as Issuer, Mylan N.V., as Guarantor, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of May 19, 2010, filed as Exhibit 4.3 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.
|
|
|
4.2(b)
|
Third Supplemental Indenture, dated March 12, 2015, between and among Mylan Inc., as Issuer, Mylan N.V., as Parent, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of May 19, 2010.
|
|
|
4.3(a)
|
First Supplemental Indenture, dated as of February 27, 2015, between and among Mylan Inc., as Issuer, Mylan N.V., as Guarantor, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of December 21, 2012, filed as Exhibit 4.4 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.
|
|
|
4.3(b)
|
Second Supplemental Indenture, dated as of March 12, 2015, between and among Mylan Inc., as Issuer, Mylan N.V., as Parent, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of December 21, 2012.
|
|
|
4.4(a)
|
First Supplemental Indenture, dated as of February 27, 2015, between and among Mylan Inc., as Issuer, Mylan N.V., as Guarantor, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 25, 2013, filed as Exhibit 4.5 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.
|
|
|
4.4(b)
|
Second Supplemental Indenture, dated as of March 12, 2015, between and among Mylan Inc., as Issuer, Mylan N.V., as Parent, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 25, 2013.
|
|
|
4.5(a)
|
Second Supplemental Indenture, dated as of February 27, 2015, between and among Mylan Inc., as Issuer, Mylan N.V., as Guarantor, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of November 29, 2013, filed as Exhibit 4.6 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.
|
|
|
4.5(b)
|
Third Supplemental Indenture, dated as of March 12, 2015, between and among Mylan Inc., as Issuer, Mylan N.V., as Parent, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of November 29, 2013.
|
|
|
10.1
|
Form of indemnification agreement between Mylan N.V. and each director, filed as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on February 27, 2015, and incorporated herein by reference.**
|
|
|
10.2
|
Call Option Agreement between Mylan N.V. and Stichting Preferred Shares Mylan, dated April 3, 2015, filed as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on April 3, 2015, and incorporated herein by reference.
|
|
|
10.3
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Amendment No. 1 to Amended and Restated Executive Employment Agreement, dated April 10, 2015 and effective January 1, 2015, by and between Mylan Inc. and Anthony Mauro.**
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10.4
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Bridge Credit Agreement among Mylan N.V., Mylan Inc., the lenders party thereto and Goldman Sachs Bank USA, as Administrative Agent, dated as of April 24, 2015, filed as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on April 24, 2015, and incorporated herein by reference.
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10.5
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Amendment No. 1, dated as of April 29, 2015, to the Bridge Credit Agreement among Mylan N.V., Mylan Inc., the lenders party thereto and Goldman Sachs Bank USA, as Administrative Agent, dated as of April 24, 2015, filed as Exhibit 10.1 to the Report on Form 8-K filed with the SEC on May 1, 2015, and incorporated herein by reference.
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10.6
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Amendment No. 1, dated as of May 1, 2015, to the Revolving Credit Agreement among Mylan Inc., Mylan N.V., the lenders and issuing banks party thereto and Bank of America, N.A., as Administrative Agent, dated as of December 19, 2014, filed as Exhibit 10.1 to the Report on Form 8-K with the SEC on May 7, 2015, and incorporated herein by reference.
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10.7
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Amendment No. 1, dated as of May 1, 2015, to the Term Credit Agreement among Mylan Inc., Mylan N.V., the lenders party thereto and Bank of America, N.A., as Administrative Agent, dated as of December 19, 2014, filed as Exhibit 10.2 to the Report on Form 8-K with the SEC on May 7, 2015, and incorporated herein by reference.
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31.1
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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*
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Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish a copy of any omitted exhibits and schedules to the SEC upon request but may request confidential treatment for any exhibit or schedule so furnished.
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**
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Denotes management contract or compensatory plan or arrangement.
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Mylan N.V.
(Registrant)
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By:
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/s/ Heather Bresch
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Heather Bresch
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ John D. Sheehan
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John D. Sheehan
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Executive Vice President and Chief Financial Officer
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(Principal Financial and Accounting Officer)
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MYLAN INC.
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By:
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/s/ John Miraglia
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Name:
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John Miraglia
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Title:
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Vice President and Assistant Treasurer
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MYLAN N.V.
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||
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By:
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/s/ John Miraglia
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Name:
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John Miraglia
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Title:
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Vice President and Assistant Treasurer
|
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THE BANK OF NEW YORK MELLON, as Trustee,
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||
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By:
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/s/ Jonathan Glover
|
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Name:
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Jonathan Glover
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Title:
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Vice President
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MYLAN INC.
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By:
|
/s/ John Miraglia
|
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Name:
|
John Miraglia
|
|
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Title:
|
Vice President and Assistant Treasurer
|
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MYLAN N.V.
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||
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By:
|
/s/ John Miraglia
|
|
|
Name:
|
John Miraglia
|
|
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Title:
|
Vice President and Assistant Treasurer
|
|
THE BANK OF NEW YORK MELLON, as Trustee,
|
||
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|
|
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By:
|
/s/ Jonathan Glover
|
|
|
Name:
|
Jonathan Glover
|
|
|
Title:
|
Vice President
|
|
|
MYLAN INC.
|
|
|
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|
|
By:
|
/s/ John Miraglia
|
|
|
Name:
|
John Miraglia
|
|
|
Title:
|
Vice President and Assistant Treasurer
|
|
|
|
|
|
|
MYLAN N.V.
|
||
|
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|
|
|
By:
|
/s/ John Miraglia
|
|
|
Name:
|
John Miraglia
|
|
|
Title:
|
Vice President and Assistant Treasurer
|
|
THE BANK OF NEW YORK MELLON, as Trustee,
|
||
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|
|
|
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By:
|
/s/ Jonathan Glover
|
|
|
Name:
|
Jonathan Glover
|
|
|
Title:
|
Vice President
|
|
|
MYLAN INC.
|
|
|
|
|
|
|
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By:
|
/s/ John Miraglia
|
|
|
Name:
|
John Miraglia
|
|
|
Title:
|
Vice President and Assistant Treasurer
|
|
|
|
|
|
|
MYLAN N.V.
|
||
|
|
|
|
|
By:
|
/s/ John Miraglia
|
|
|
Name:
|
John Miraglia
|
|
|
Title:
|
Vice President and Assistant Treasurer
|
|
THE BANK OF NEW YORK MELLON, as Trustee,
|
||
|
|
|
|
|
By:
|
/s/ Jonathan Glover
|
|
|
Name:
|
Jonathan Glover
|
|
|
Title:
|
Vice President
|
|
|
MYLAN INC.
|
|
|
|
|
|
|
|
By:
|
/s/ John Miraglia
|
|
|
Name:
|
John Miraglia
|
|
|
Title:
|
Vice President and Assistant Treasurer
|
|
|
|
|
|
|
MYLAN N.V.
|
||
|
|
|
|
|
By:
|
/s/ John Miraglia
|
|
|
Name:
|
John Miraglia
|
|
|
Title:
|
Vice President and Assistant Treasurer
|
|
THE BANK OF NEW YORK MELLON, as Trustee,
|
||
|
|
|
|
|
By:
|
/s/ Jonathan Glover
|
|
|
Name:
|
Jonathan Glover
|
|
|
Title:
|
Vice President
|
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1.
|
The reference to “December 31, 2014” in Section 2 (Effective Date: Term of Employment) is hereby amended to read “December 31, 2015”.
|
2.
|
The reference to “Four Hundred Sixty Thousand Dollars ($460,000)” in Section 3(a) (Annual Base Salary) is hereby amended to read “Six Hundred and Twenty-Five Thousand Dollars ($625,000)”.
|
3.
|
The reference to “75% of Annual Base Salary” in Section 3(b) (Annual Bonus) is hereby amended to read “115% of Annual Base Salary”.
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4.
|
(a) The parties acknowledge and agree that this Amendment is an integral part of the Agreement. Notwithstanding any provision of the Agreement to the contrary, in the event of a conflict between this Amendment and the Agreement, the terms of this Amendment shall control.
|
|
MYLAN INC.,
|
|
|
|
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|
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by:
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/s/ Robert J. Coury
|
|
|
|
Name: Robert J. Coury
|
|
|
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Title: Executive Chairman
|
|
|
|
|
|
|
EXECUTIVE,
|
|
|
|
|
|
|
|
by:
|
/s/ Anthony Mauro
|
|
|
|
Anthony Mauro
|
|
|
|
|
|
/s/ Heather Bresch
|
|
Heather Bresch
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ John D. Sheehan
|
|
John D. Sheehan
|
|
Executive Vice President and
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
/s/ Heather Bresch
|
|
Heather Bresch
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ John D. Sheehan
|
|
John D. Sheehan
|
|
Executive Vice President and
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|