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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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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
Revenues:
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|
|
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|
|
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||||||||
Net sales
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$
|
2,539.9
|
|
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$
|
2,357.0
|
|
|
$
|
4,716.0
|
|
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$
|
4,211.6
|
|
Other revenues
|
20.8
|
|
|
14.7
|
|
|
36.0
|
|
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31.8
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||||
Total revenues
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2,560.7
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|
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2,371.7
|
|
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4,752.0
|
|
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4,243.4
|
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||||
Cost of sales
|
1,389.0
|
|
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1,363.6
|
|
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2,673.3
|
|
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2,405.2
|
|
||||
Gross profit
|
1,171.7
|
|
|
1,008.1
|
|
|
2,078.7
|
|
|
1,838.2
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
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||||||||
Research and development
|
179.5
|
|
|
168.2
|
|
|
433.1
|
|
|
338.1
|
|
||||
Selling, general and administrative
|
581.4
|
|
|
564.2
|
|
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1,130.7
|
|
|
1,047.4
|
|
||||
Litigation settlements, net
|
(0.1
|
)
|
|
(0.9
|
)
|
|
(1.6
|
)
|
|
16.8
|
|
||||
Total operating expenses
|
760.8
|
|
|
731.5
|
|
|
1,562.2
|
|
|
1,402.3
|
|
||||
Earnings from operations
|
410.9
|
|
|
276.6
|
|
|
516.5
|
|
|
435.9
|
|
||||
Interest expense
|
90.3
|
|
|
93.9
|
|
|
160.6
|
|
|
173.4
|
|
||||
Other expense, net
|
117.5
|
|
|
2.0
|
|
|
133.8
|
|
|
20.5
|
|
||||
Earnings before income taxes and noncontrolling interest
|
203.1
|
|
|
180.7
|
|
|
222.1
|
|
|
242.0
|
|
||||
Income tax provision
|
34.7
|
|
|
12.8
|
|
|
39.8
|
|
|
17.5
|
|
||||
Net earnings
|
168.4
|
|
|
167.9
|
|
|
182.3
|
|
|
224.5
|
|
||||
Net earnings attributable to the noncontrolling interest
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
168.4
|
|
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$
|
167.8
|
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$
|
182.3
|
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$
|
224.4
|
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Earnings per ordinary share attributable to Mylan N.V. ordinary shareholders:
|
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||||||||
Basic
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$
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0.33
|
|
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$
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0.34
|
|
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$
|
0.37
|
|
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$
|
0.49
|
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Diluted
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$
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0.33
|
|
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$
|
0.32
|
|
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$
|
0.36
|
|
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$
|
0.46
|
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Weighted average ordinary shares outstanding:
|
|
|
|
|
|
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||||||||
Basic
|
504.4
|
|
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490.1
|
|
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497.1
|
|
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454.0
|
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||||
Diluted
|
509.7
|
|
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521.9
|
|
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509.6
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482.8
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
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||||||||
Net earnings
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$
|
168.4
|
|
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$
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167.9
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$
|
182.3
|
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$
|
224.5
|
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Other comprehensive (loss) earnings, before tax:
|
|
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||||||||
Foreign currency translation adjustment
|
(147.1
|
)
|
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224.3
|
|
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354.9
|
|
|
(378.3
|
)
|
||||
Change in unrecognized (loss) gain and prior service cost related to defined benefit plans
|
(0.1
|
)
|
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3.8
|
|
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(0.4
|
)
|
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3.9
|
|
||||
Net unrecognized gain (loss) on derivatives
|
3.4
|
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|
51.3
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(45.7
|
)
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16.8
|
|
||||
Net unrealized gain (loss) on marketable securities
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6.6
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(0.3
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)
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11.0
|
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(0.2
|
)
|
||||
Other comprehensive (loss) earnings, before tax
|
(137.2
|
)
|
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279.1
|
|
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319.8
|
|
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(357.8
|
)
|
||||
Income tax provision (benefit)
|
3.6
|
|
|
19.8
|
|
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(13.2
|
)
|
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6.8
|
|
||||
Other comprehensive (loss) earnings, net of tax
|
(140.8
|
)
|
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259.3
|
|
|
333.0
|
|
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(364.6
|
)
|
||||
Comprehensive earnings (loss)
|
27.6
|
|
|
427.2
|
|
|
515.3
|
|
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(140.1
|
)
|
||||
Comprehensive earnings attributable to the noncontrolling interest
|
—
|
|
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(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Comprehensive earnings (loss) attributable to Mylan N.V. ordinary shareholders
|
$
|
27.6
|
|
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$
|
427.1
|
|
|
$
|
515.3
|
|
|
$
|
(140.2
|
)
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|||||||
Assets
|
|
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|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,361.9
|
|
|
$
|
1,236.0
|
|
Accounts receivable, net
|
2,917.4
|
|
|
2,689.1
|
|
||
Inventories
|
2,191.3
|
|
|
1,951.0
|
|
||
Prepaid expenses and other current assets
|
716.1
|
|
|
596.6
|
|
||
Total current assets
|
12,186.7
|
|
|
6,472.7
|
|
||
Property, plant and equipment, net
|
2,057.6
|
|
|
1,983.9
|
|
||
Intangible assets, net
|
7,716.5
|
|
|
7,221.9
|
|
||
Goodwill
|
5,830.2
|
|
|
5,380.1
|
|
||
Deferred income tax benefit
|
326.3
|
|
|
457.6
|
|
||
Other assets
|
719.0
|
|
|
751.5
|
|
||
Total assets
|
$
|
28,836.3
|
|
|
$
|
22,267.7
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|||||||
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
1,017.6
|
|
|
$
|
1,109.6
|
|
Short-term borrowings
|
55.9
|
|
|
1.3
|
|
||
Income taxes payable
|
121.4
|
|
|
92.4
|
|
||
Current portion of long-term debt and other long-term obligations
|
654.7
|
|
|
1,077.0
|
|
||
Other current liabilities
|
1,925.0
|
|
|
1,841.9
|
|
||
Total current liabilities
|
3,774.6
|
|
|
4,122.2
|
|
||
Long-term debt
|
12,772.8
|
|
|
6,295.6
|
|
||
Deferred income tax liability
|
682.5
|
|
|
718.1
|
|
||
Other long-term obligations
|
1,275.1
|
|
|
1,366.0
|
|
||
Total liabilities
|
18,505.0
|
|
|
12,501.9
|
|
||
Equity
|
|
|
|
||||
Mylan N.V. shareholders’ equity
|
|
|
|
||||
Ordinary shares — nominal value €0.01 per ordinary share
|
|
|
|
||||
Shares authorized: 1,200,000,000
|
|
|
|
||||
Shares issued: 509,731,928 and 491,928,095 as of June 30, 2016 and December 31, 2015
|
5.7
|
|
|
5.5
|
|
||
Additional paid-in capital
|
7,178.6
|
|
|
7,128.6
|
|
||
Retained earnings
|
4,644.4
|
|
|
4,462.1
|
|
||
Accumulated other comprehensive loss
|
(1,431.3
|
)
|
|
(1,764.3
|
)
|
||
|
10,397.4
|
|
|
9,831.9
|
|
||
Noncontrolling interest
|
1.4
|
|
|
1.4
|
|
||
Less: Treasury stock — at cost
|
|
|
|
||||
Shares: 1,311,193 as of June 30, 2016 and December 31, 2015
|
67.5
|
|
|
67.5
|
|
||
Total equity
|
10,331.3
|
|
|
9,765.8
|
|
||
Total liabilities and equity
|
$
|
28,836.3
|
|
|
$
|
22,267.7
|
|
|
|
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
182.3
|
|
|
$
|
224.5
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
600.5
|
|
|
433.7
|
|
||
Share-based compensation expense
|
51.9
|
|
|
50.3
|
|
||
Deferred income tax benefit
|
(92.1
|
)
|
|
(76.3
|
)
|
||
Loss from equity method investments
|
55.8
|
|
|
49.7
|
|
||
Other non-cash items
|
85.5
|
|
|
142.9
|
|
||
Litigation settlements, net
|
2.4
|
|
|
16.8
|
|
||
Write off of financing fees
|
35.8
|
|
|
—
|
|
||
Unrealized losses on acquisition-related foreign currency derivatives
|
84.2
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(100.6
|
)
|
|
(134.1
|
)
|
||
Inventories
|
(235.5
|
)
|
|
(231.4
|
)
|
||
Trade accounts payable
|
(137.6
|
)
|
|
77.4
|
|
||
Income taxes
|
18.7
|
|
|
(151.0
|
)
|
||
Other operating assets and liabilities, net
|
(54.2
|
)
|
|
(20.8
|
)
|
||
Net cash provided by operating activities
|
497.1
|
|
|
381.7
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(121.0
|
)
|
|
(122.0
|
)
|
||
Change in restricted cash
|
(50.6
|
)
|
|
(11.2
|
)
|
||
Purchase of marketable securities
|
(17.3
|
)
|
|
(51.6
|
)
|
||
Proceeds from sale of marketable securities
|
10.9
|
|
|
21.6
|
|
||
Cash paid for acquisitions, net
|
(943.3
|
)
|
|
—
|
|
||
Payments for product rights and other, net
|
(180.0
|
)
|
|
(104.6
|
)
|
||
Net cash used in investing activities
|
(1,301.3
|
)
|
|
(267.8
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments of financing fees
|
(92.3
|
)
|
|
(83.6
|
)
|
||
Change in short-term borrowings, net
|
54.7
|
|
|
105.6
|
|
||
Proceeds from convertible note hedge
|
—
|
|
|
667.9
|
|
||
Proceeds from issuance of long-term debt
|
6,478.8
|
|
|
305.0
|
|
||
Payments of long-term debt
|
(500.0
|
)
|
|
(973.6
|
)
|
||
Proceeds from exercise of stock options
|
6.8
|
|
|
86.4
|
|
||
Taxes paid related to net share settlement of equity awards
|
(12.7
|
)
|
|
(31.7
|
)
|
||
Contingent consideration payments
|
(15.5
|
)
|
|
—
|
|
||
Acquisition of noncontrolling interest
|
(0.2
|
)
|
|
(10.6
|
)
|
||
Other items, net
|
0.8
|
|
|
48.0
|
|
||
Net cash provided by financing activities
|
5,920.4
|
|
|
113.4
|
|
||
Effect on cash of changes in exchange rates
|
9.7
|
|
|
(13.1
|
)
|
||
Net increase in cash and cash equivalents
|
5,125.9
|
|
|
214.2
|
|
||
Cash and cash equivalents — beginning of period
|
1,236.0
|
|
|
225.5
|
|
||
Cash and cash equivalents — end of period
|
$
|
6,361.9
|
|
|
$
|
439.7
|
|
Supplemental disclosures of cash flow information —
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
||||
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)
|
|
||
Current assets (excluding inventories)
|
$
|
68.8
|
|
Inventories
|
74.2
|
|
|
Property, plant and equipment
|
54.8
|
|
|
Identified intangible assets
|
467.0
|
|
|
In-process research and development
|
275.0
|
|
|
Goodwill
|
307.3
|
|
|
Other assets
|
0.9
|
|
|
Total assets acquired
|
1,248.0
|
|
|
Current liabilities
|
(65.0
|
)
|
|
Deferred tax liabilities
|
(203.6
|
)
|
|
Other noncurrent liabilities
|
(6.7
|
)
|
|
Net assets acquired
|
$
|
972.7
|
|
(In millions)
|
Preliminary Purchase Price Allocation as of November 20, 2015
(a)
|
|
Measurement Period Adjustments
(b)
|
|
Preliminary Purchase Price Allocation as of June 30, 2016 (as adjusted)
|
||||||
Current assets (excluding inventories)
|
$
|
25.7
|
|
|
$
|
—
|
|
|
$
|
25.7
|
|
Inventories
|
4.9
|
|
|
—
|
|
|
4.9
|
|
|||
Property, plant and equipment
|
17.2
|
|
|
—
|
|
|
17.2
|
|
|||
Identified intangible assets
|
437.0
|
|
|
—
|
|
|
437.0
|
|
|||
In-process research and development
|
98.0
|
|
|
—
|
|
|
98.0
|
|
|||
Goodwill
|
317.2
|
|
|
8.1
|
|
|
325.3
|
|
|||
Other assets
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||
Total assets acquired
|
900.7
|
|
|
8.1
|
|
|
908.8
|
|
|||
Current liabilities
|
(9.1
|
)
|
|
(1.9
|
)
|
|
(11.0
|
)
|
|||
Deferred tax liabilities
|
(180.5
|
)
|
|
(6.2
|
)
|
|
(186.7
|
)
|
|||
Net assets acquired
|
$
|
711.1
|
|
|
$
|
—
|
|
|
$
|
711.1
|
|
(a)
|
As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended.
|
(b)
|
The measurement period adjustments were recorded in the first quarter of 2016 and are related to the recognition of certain goodwill, current liabilities and adjustments to deferred tax liabilities to reflect facts and circumstances that existed as of the acquisition date.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
(Unaudited, in millions, except per share amounts)
|
June 30, 2015
|
||||||
Total revenues
|
$
|
2,371.6
|
|
|
$
|
4,490.3
|
|
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
216.2
|
|
|
$
|
293.1
|
|
Earnings per ordinary share attributable to Mylan N.V. ordinary shareholders:
|
|
|
|
||||
Basic
|
$
|
0.44
|
|
|
$
|
0.60
|
|
Diluted
|
$
|
0.41
|
|
|
$
|
0.56
|
|
Weighted average ordinary shares outstanding:
|
|
|
|
||||
Basic
|
490.1
|
|
|
490.7
|
|
||
Diluted
|
521.9
|
|
|
519.5
|
|
5.
|
Share-Based Incentive Plan
|
|
Number of Shares
Under Stock Awards
|
|
Weighted
Average
Exercise Price
per Share
|
|||
Outstanding at December 31, 2015
|
7,732,499
|
|
|
$
|
31.85
|
|
Granted
|
710,409
|
|
|
46.29
|
|
|
Exercised
|
(295,018
|
)
|
|
23.32
|
|
|
Forfeited
|
(99,059
|
)
|
|
50.91
|
|
|
Outstanding at June 30, 2016
|
8,048,831
|
|
|
$
|
33.21
|
|
Vested and expected to vest at June 30, 2016
|
7,720,804
|
|
|
$
|
32.58
|
|
Exercisable at June 30, 2016
|
5,770,143
|
|
|
$
|
27.19
|
|
|
Number of
Restricted
Stock Awards
|
|
Weighted Average
Grant-Date
Fair Value per Share
|
|||
Nonvested at December 31, 2015
|
4,474,436
|
|
|
$
|
40.70
|
|
Granted
|
2,619,678
|
|
|
45.12
|
|
|
Released
|
(1,067,077
|
)
|
|
42.52
|
|
|
Forfeited
|
(230,715
|
)
|
|
41.37
|
|
|
Nonvested at June 30, 2016
|
5,796,322
|
|
|
$
|
42.47
|
|
6.
|
Pensions and Other Postretirement Benefits
|
|
Pension and Other Postretirement Benefits
|
||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
3.9
|
|
|
$
|
2.8
|
|
|
$
|
7.8
|
|
|
$
|
5.6
|
|
Interest cost
|
1.5
|
|
|
1.2
|
|
|
3.0
|
|
|
2.4
|
|
||||
Expected return on plan assets
|
(2.0
|
)
|
|
(1.4
|
)
|
|
(4.0
|
)
|
|
(2.8
|
)
|
||||
Plan curtailment, settlement and termination
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.6
|
|
||||
Amortization of prior service costs
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
Recognized net actuarial losses
|
0.2
|
|
|
0.3
|
|
|
0.4
|
|
|
0.6
|
|
||||
Net periodic benefit cost
|
$
|
3.7
|
|
|
$
|
3.3
|
|
|
$
|
7.4
|
|
|
$
|
6.6
|
|
7.
|
Balance Sheet Components
|
(In millions)
|
June 30,
2016 |
|
December 31,
2015 |
||||
Inventories:
|
|
|
|
||||
Raw materials
|
$
|
688.7
|
|
|
$
|
592.4
|
|
Work in process
|
435.2
|
|
|
387.0
|
|
||
Finished goods
|
1,067.4
|
|
|
971.6
|
|
||
|
$
|
2,191.3
|
|
|
$
|
1,951.0
|
|
Other current liabilities:
|
|
|
|
||||
Legal and professional accruals, including litigation accruals
|
$
|
119.3
|
|
|
$
|
122.6
|
|
Payroll and employee benefit plan accruals
|
317.4
|
|
|
367.9
|
|
||
Accrued sales allowances
|
726.5
|
|
|
681.8
|
|
||
Accrued interest
|
38.1
|
|
|
25.1
|
|
||
Fair value of financial instruments
|
97.4
|
|
|
19.8
|
|
||
Other
|
626.3
|
|
|
624.7
|
|
||
|
$
|
1,925.0
|
|
|
$
|
1,841.9
|
|
8.
|
Equity Method Investments
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total revenues
|
$
|
104.2
|
|
|
$
|
132.8
|
|
|
$
|
248.2
|
|
|
$
|
286.5
|
|
Gross (loss) profit
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(0.8
|
)
|
|
(0.5
|
)
|
||||
Operating and non-operating expense
|
4.3
|
|
|
5.7
|
|
|
10.0
|
|
|
11.8
|
|
||||
Net loss
|
$
|
(4.8
|
)
|
|
$
|
(6.4
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
(12.3
|
)
|
9.
|
Earnings per Ordinary Share Attributable to
Mylan N.V.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions, except per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Basic earnings attributable to Mylan N.V. ordinary shareholders (numerator):
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
168.4
|
|
|
$
|
167.8
|
|
|
$
|
182.3
|
|
|
$
|
224.4
|
|
Shares (denominator):
|
|
|
|
|
|
|
|
||||||||
Weighted average ordinary shares outstanding
|
504.4
|
|
|
490.1
|
|
|
497.1
|
|
|
454.0
|
|
||||
Basic earnings per ordinary share attributable to Mylan N.V. ordinary shareholders
|
$
|
0.33
|
|
|
$
|
0.34
|
|
|
$
|
0.37
|
|
|
$
|
0.49
|
|
Diluted earnings attributable to Mylan N.V. ordinary shareholders (numerator):
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
168.4
|
|
|
$
|
167.8
|
|
|
$
|
182.3
|
|
|
$
|
224.4
|
|
Shares (denominator):
|
|
|
|
|
|
|
|
||||||||
Weighted average ordinary shares outstanding
|
504.4
|
|
|
490.1
|
|
|
497.1
|
|
|
454.0
|
|
||||
Share-based awards and warrants
|
5.3
|
|
|
31.8
|
|
|
12.5
|
|
|
28.8
|
|
||||
Total dilutive shares outstanding
|
509.7
|
|
|
521.9
|
|
|
509.6
|
|
|
482.8
|
|
||||
Diluted earnings per ordinary share attributable to Mylan N.V. ordinary shareholders
|
$
|
0.33
|
|
|
$
|
0.32
|
|
|
$
|
0.36
|
|
|
$
|
0.46
|
|
10.
|
Goodwill and Intangible Assets
|
(In millions)
|
Generics
Segment
|
|
Specialty
Segment
|
|
Total
|
||||||
Balance at December 31, 2015:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
5,031.0
|
|
|
$
|
734.1
|
|
|
$
|
5,765.1
|
|
Accumulated impairment losses
|
—
|
|
|
(385.0
|
)
|
|
(385.0
|
)
|
|||
|
5,031.0
|
|
|
349.1
|
|
|
5,380.1
|
|
|||
Acquisitions
|
307.3
|
|
|
—
|
|
|
307.3
|
|
|||
Measurement period adjustments
|
8.1
|
|
|
—
|
|
|
8.1
|
|
|||
Foreign currency translation
|
134.7
|
|
|
—
|
|
|
134.7
|
|
|||
|
$
|
5,481.1
|
|
|
$
|
349.1
|
|
|
$
|
5,830.2
|
|
Balance at June 30, 2016:
|
|
|
|
|
|
||||||
Goodwill
|
$
|
5,481.1
|
|
|
$
|
734.1
|
|
|
$
|
6,215.2
|
|
Accumulated impairment losses
|
—
|
|
|
(385.0
|
)
|
|
(385.0
|
)
|
|||
|
$
|
5,481.1
|
|
|
$
|
349.1
|
|
|
$
|
5,830.2
|
|
(In millions)
|
Weighted
Average Life
(Years)
|
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||
Product rights and licenses
|
11
|
|
$
|
9,629.0
|
|
|
$
|
3,124.9
|
|
|
$
|
6,504.1
|
|
Patents and technologies
|
20
|
|
116.6
|
|
|
106.1
|
|
|
10.5
|
|
|||
Other
(1)
|
6
|
|
487.3
|
|
|
270.3
|
|
|
217.0
|
|
|||
|
|
|
10,232.9
|
|
|
3,501.3
|
|
|
6,731.6
|
|
|||
In-process research and development
|
|
|
984.9
|
|
|
—
|
|
|
984.9
|
|
|||
|
|
|
$
|
11,217.8
|
|
|
$
|
3,501.3
|
|
|
$
|
7,716.5
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||
Product rights and licenses
|
11
|
|
$
|
8,848.6
|
|
|
$
|
2,652.7
|
|
|
$
|
6,195.9
|
|
Patents and technologies
|
20
|
|
116.6
|
|
|
103.8
|
|
|
12.8
|
|
|||
Other
(1)
|
6
|
|
465.3
|
|
|
189.8
|
|
|
275.5
|
|
|||
|
|
|
9,430.5
|
|
|
2,946.3
|
|
|
6,484.2
|
|
|||
In-process research and development
|
|
|
737.7
|
|
|
—
|
|
|
737.7
|
|
|||
|
|
|
$
|
10,168.2
|
|
|
$
|
2,946.3
|
|
|
$
|
7,221.9
|
|
(1)
|
Other intangible assets consist principally of customer lists, contractual rights and other contracts.
|
11.
|
Financial Instruments and Risk Management
|
|
Asset Derivatives
|
||||||||||
|
June 30, 2016
|
|
December 31, 2015
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Interest rate swaps
|
Prepaid expenses and other current assets
|
|
$
|
76.2
|
|
|
Prepaid expenses and other current assets
|
|
$
|
36.3
|
|
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
7.5
|
|
|
Prepaid expenses and other current assets
|
|
8.4
|
|
||
Total
|
|
|
$
|
83.7
|
|
|
|
|
$
|
44.7
|
|
|
Liability Derivatives
|
||||||||||
|
June 30, 2016
|
|
December 31, 2015
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Interest rate swaps
|
Other current liabilities
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
10.5
|
|
Total
|
|
|
$
|
—
|
|
|
|
|
$
|
10.5
|
|
|
Asset Derivatives
|
||||||||||
|
June 30, 2016
|
|
December 31, 2015
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
$
|
20.6
|
|
|
Prepaid expenses and other current assets
|
|
$
|
20.0
|
|
Total
|
|
|
$
|
20.6
|
|
|
|
|
$
|
20.0
|
|
|
Liability Derivatives
|
||||||||||
|
June 30, 2016
|
|
December 31, 2015
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency option and forward contracts
|
Other current liabilities
|
|
$
|
97.4
|
|
|
Other current liabilities
|
|
$
|
9.3
|
|
Total
|
|
|
$
|
97.4
|
|
|
|
|
$
|
9.3
|
|
|
Location of Gain (Loss)
Recognized in Earnings
on Derivatives
|
|
Amount of Gain (Loss)
Recognized in Earnings on
Derivatives
|
||||||||||||||
(In millions)
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
Interest rate swaps
|
Interest expense
|
|
$
|
10.3
|
|
|
$
|
(15.9
|
)
|
|
$
|
39.9
|
|
|
$
|
4.6
|
|
Total
|
|
|
$
|
10.3
|
|
|
$
|
(15.9
|
)
|
|
$
|
39.9
|
|
|
$
|
4.6
|
|
|
Location of Loss (Gain)
Recognized in Earnings
on Hedged Items
|
|
Amount of (Loss) Gain
Recognized in Earnings on
Hedged Items
|
||||||||||||||
(In millions)
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
2023 Senior Notes (3.125% coupon)
|
Interest expense
|
|
$
|
(10.3
|
)
|
|
$
|
20.5
|
|
|
$
|
(39.9
|
)
|
|
$
|
4.6
|
|
Total
|
|
|
$
|
(10.3
|
)
|
|
$
|
20.5
|
|
|
$
|
(39.9
|
)
|
|
$
|
4.6
|
|
|
|
Amount of (Loss) Gain
Recognized in AOCE
(Net of Tax) on Derivative
(Effective Portion)
|
||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Foreign currency forward contracts
|
|
$
|
(14.8
|
)
|
|
$
|
(14.4
|
)
|
|
$
|
(19.2
|
)
|
|
$
|
(15.2
|
)
|
Interest rate swaps
|
|
(1.2
|
)
|
|
35.7
|
|
|
(37.1
|
)
|
|
3.3
|
|
||||
Total
|
|
$
|
(16.0
|
)
|
|
$
|
21.3
|
|
|
$
|
(56.3
|
)
|
|
$
|
(11.9
|
)
|
|
Location of Loss Reclassified
from AOCE into Earnings
(Effective Portion)
|
|
Amount of Loss
Reclassified from AOCE
into Earnings (Effective Portion)
|
||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
|
June 30,
|
|
June 30,
|
|||||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
Foreign currency forward contracts
|
Net sales
|
|
$
|
(12.9
|
)
|
|
$
|
(10.6
|
)
|
|
$
|
(23.5
|
)
|
|
$
|
(22.3
|
)
|
Interest rate swaps
|
Interest expense
|
|
(5.2
|
)
|
|
(0.1
|
)
|
|
(4.3
|
)
|
|
(0.3
|
)
|
||||
Total
|
|
|
$
|
(18.1
|
)
|
|
$
|
(10.7
|
)
|
|
$
|
(27.8
|
)
|
|
$
|
(22.6
|
)
|
|
Location of Gain
Excluded from the
Assessment of
Hedge Effectiveness
|
|
Amount of Gain Excluded from the Assessment of Hedge Effectiveness
|
||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
|
June 30,
|
|
June 30,
|
|||||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
Foreign currency forward contracts
|
Other expense, net
|
|
$
|
9.8
|
|
|
$
|
14.8
|
|
|
$
|
17.1
|
|
|
$
|
23.4
|
|
Total
|
|
|
$
|
9.8
|
|
|
$
|
14.8
|
|
|
$
|
17.1
|
|
|
$
|
23.4
|
|
|
Location of (Loss) or Gain Recognized
in Earnings on Derivatives
|
|
Amount of (Loss) or Gain
Recognized in
Earnings on Derivatives
|
||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
|
June 30,
|
|
June 30,
|
|||||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
Foreign currency option and forward contracts
|
Other expense, net
|
|
$
|
(46.5
|
)
|
|
$
|
7.5
|
|
|
$
|
(61.5
|
)
|
|
$
|
7.6
|
|
Cash conversion feature of Cash Convertible Notes
|
Other expense, net
|
|
—
|
|
|
291.9
|
|
|
—
|
|
|
164.2
|
|
||||
Purchased cash convertible note hedge
|
Other expense, net
|
|
—
|
|
|
(291.9
|
)
|
|
—
|
|
|
(164.2
|
)
|
||||
Total
|
|
|
$
|
(46.5
|
)
|
|
$
|
7.5
|
|
|
$
|
(61.5
|
)
|
|
$
|
7.6
|
|
•
|
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.
|
|
June 30, 2016
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
6,132.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,132.0
|
|
Total cash equivalents
|
6,132.0
|
|
|
—
|
|
|
—
|
|
|
6,132.0
|
|
||||
Trading securities:
|
|
|
|
|
|
|
|
||||||||
Equity securities — exchange traded funds
|
27.5
|
|
|
—
|
|
|
—
|
|
|
27.5
|
|
||||
Total trading securities
|
27.5
|
|
|
—
|
|
|
—
|
|
|
27.5
|
|
||||
Available-for-sale fixed income investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
—
|
|
|
6.5
|
|
|
—
|
|
|
6.5
|
|
||||
Corporate bonds
|
—
|
|
|
16.1
|
|
|
—
|
|
|
16.1
|
|
||||
Agency mortgage-backed securities
|
—
|
|
|
4.8
|
|
|
—
|
|
|
4.8
|
|
||||
Asset backed securities
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||
Other
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||
Total available-for-sale fixed income investments
|
—
|
|
|
30.6
|
|
|
—
|
|
|
30.6
|
|
||||
Available-for-sale equity securities:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
36.1
|
|
|
—
|
|
|
—
|
|
|
36.1
|
|
||||
Total available-for-sale equity securities
|
36.1
|
|
|
—
|
|
|
—
|
|
|
36.1
|
|
||||
Foreign exchange derivative assets
|
—
|
|
|
28.1
|
|
|
—
|
|
|
28.1
|
|
||||
Interest rate swap derivative assets
|
—
|
|
|
76.2
|
|
|
—
|
|
|
76.2
|
|
||||
Total assets at recurring fair value measurement
|
$
|
6,195.6
|
|
|
$
|
134.9
|
|
|
$
|
—
|
|
|
$
|
6,330.5
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative liabilities
|
$
|
—
|
|
|
$
|
97.4
|
|
|
$
|
—
|
|
|
$
|
97.4
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
550.7
|
|
|
550.7
|
|
||||
Total liabilities at recurring fair value measurement
|
$
|
—
|
|
|
$
|
97.4
|
|
|
$
|
550.7
|
|
|
$
|
648.1
|
|
|
December 31, 2015
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
923.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
923.3
|
|
Total cash equivalents
|
923.3
|
|
|
—
|
|
|
—
|
|
|
923.3
|
|
||||
Trading securities:
|
|
|
|
|
|
|
|
||||||||
Equity securities — exchange traded funds
|
22.8
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
||||
Total trading securities
|
22.8
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
||||
Available-for-sale fixed income investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
—
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
||||
Corporate bonds
|
—
|
|
|
15.7
|
|
|
—
|
|
|
15.7
|
|
||||
Agency mortgage-backed securities
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
||||
Asset backed securities
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
||||
Other
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Total available-for-sale fixed income investments
|
—
|
|
|
28.0
|
|
|
—
|
|
|
28.0
|
|
||||
Available-for-sale equity securities:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
26.0
|
|
|
—
|
|
|
—
|
|
|
26.0
|
|
||||
Total available-for-sale equity securities
|
26.0
|
|
|
—
|
|
|
—
|
|
|
26.0
|
|
||||
Foreign exchange derivative assets
|
—
|
|
|
28.4
|
|
|
—
|
|
|
28.4
|
|
||||
Interest rate swap derivative assets
|
—
|
|
|
36.3
|
|
|
—
|
|
|
36.3
|
|
||||
Total assets at recurring fair value measurement
|
$
|
972.1
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
1,064.8
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative liabilities
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
Interest rate swap derivative liabilities
|
—
|
|
|
10.5
|
|
|
—
|
|
|
10.5
|
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
526.4
|
|
|
526.4
|
|
||||
Total liabilities at recurring fair value measurement
|
$
|
—
|
|
|
$
|
19.8
|
|
|
$
|
526.4
|
|
|
$
|
546.2
|
|
•
|
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 public exchanges at the reporting date and translated to the U.S. Dollar 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 and spot rates at the reporting date. Counterparties to these contracts are highly rated financial institutions.
|
12.
|
Debt
|
(In millions)
|
Coupon
|
|
June 30,
2016 |
|
December 31,
2015 |
|||||
2015 Term Loans
|
|
|
$
|
1,600.0
|
|
|
$
|
1,600.0
|
|
|
2014 Term Loan
|
|
|
800.0
|
|
|
800.0
|
|
|||
2016 Senior Notes
(a) *
|
1.800
|
%
|
|
—
|
|
|
500.1
|
|
||
2016 Senior Notes
(b) *
|
1.350
|
%
|
|
500.0
|
|
|
499.9
|
|
||
2018 Senior Notes
(c) *
|
2.600
|
%
|
|
649.4
|
|
|
649.3
|
|
||
2018 Senior Notes
(c) **
|
3.000
|
%
|
|
499.5
|
|
|
499.4
|
|
||
2019 Senior Notes
(d) **
|
2.500
|
%
|
|
998.9
|
|
|
—
|
|
||
2019 Senior Notes
(e) *
|
2.550
|
%
|
|
499.3
|
|
|
499.2
|
|
||
2020 Senior Notes
(f) **
|
3.750
|
%
|
|
499.9
|
|
|
499.8
|
|
||
2021 Senior Notes
(g) **
|
3.150
|
%
|
|
2,247.4
|
|
|
—
|
|
||
2023 Senior Notes
(e) *
|
3.125
|
%
|
|
825.2
|
|
|
785.2
|
|
||
2023 Senior Notes
(h) *
|
4.200
|
%
|
|
498.5
|
|
|
498.4
|
|
||
2026 Senior Notes
(i) **
|
3.950
|
%
|
|
2,232.8
|
|
|
—
|
|
||
2043 Senior Notes
(j) *
|
5.400
|
%
|
|
497.0
|
|
|
497.0
|
|
||
2046 Senior Notes
(k) **
|
5.250
|
%
|
|
999.8
|
|
|
—
|
|
||
Other
|
|
|
4.7
|
|
|
4.3
|
|
|||
Deferred financing fees
|
|
|
(78.3
|
)
|
|
(38.3
|
)
|
|||
Total long-term debt, including current portion of long-term debt
|
|
|
13,274.1
|
|
|
7,294.3
|
|
|||
Less current portion
|
|
|
501.3
|
|
|
998.7
|
|
|||
Total long-term debt
|
|
|
$
|
12,772.8
|
|
|
$
|
6,295.6
|
|
(a)
|
Instrument was due on
June 24, 2016
, and the Company paid the principal amount of
$500.0 million
and final interest payment of
$4.5 million
at that time using available cash on hand.
|
(b)
|
Instrument is callable by the Company at any time at the greater of 100% of the principal amount and 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. Instrument is due on November 29, 2016 and is included in current portion of long-term debt and other long-term obligations in the
Condensed Consolidated Balance Sheets
at
June 30, 2016
.
|
(c)
|
Instrument is callable by the Company at any time at the greater of 100% of the principal amount and 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 at the greater of 100% of the principal amount and 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.
|
(e)
|
Instrument is callable by the Company at any time at the greater of 100% of the principal amount and 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.
|
(f)
|
Instrument is callable by the Company at any time prior to the date that is one month prior to the instrument’s maturity date at the greater of 100% of the principal amount and the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus 0.35% plus, in each case, accrued and unpaid interest. On or after such date, the instrument is callable by the Company at 100% of the principal amount plus accrued and unpaid interest.
|
(g)
|
Instrument is callable by the Company at any time prior to the date that is one month prior to the instrument’s maturity date at the greater of 100% of the principal amount and 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. On or after such date, the instrument is callable by the Company at 100% of the principal amount plus accrued and unpaid interest.
|
(h)
|
Instrument is callable by the Company at any time prior to August 29, 2023 at the greater of 100% of the principal amount and 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. On or after such date, the instrument is callable by the Company at 100% of the principal amount plus accrued and unpaid interest.
|
(i)
|
Instrument is callable by the Company at any time prior to the date that is three months prior to the instrument’s maturity date at the greater of 100% of the principal amount and the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus 0.35% plus, in each case, accrued and unpaid interest. On or after such date, the instrument is callable by the Company at 100% of the principal amount plus accrued and unpaid interest.
|
(j)
|
Instrument is callable by the Company at any time prior to May 29, 2043 at the greater of 100% of the principal amount and 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. On or after such date, the instrument is callable by the Company at 100% of the principal amount plus accrued and unpaid interest.
|
(k)
|
Instrument is callable by the Company at any time prior to the date that is six months prior the instrument’s maturity date at the greater of 100% of the principal amount and the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus 0.40% plus, in each case, accrued and unpaid interest. On or after such date, the instrument is callable by the Company at 100% of the principal amount plus accrued and unpaid interest.
|
*
|
Instrument was issued by Mylan Inc.
|
**
|
Instrument was issued by Mylan N.V.
|
(In millions)
|
Total
|
||
2016
|
$
|
500
|
|
2017
|
2,400
|
|
|
2018
|
1,150
|
|
|
2019
|
1,500
|
|
|
2020
|
500
|
|
|
Thereafter
|
7,250
|
|
|
Total
|
$
|
13,300
|
|
13.
|
Comprehensive Earnings
|
(In millions)
|
June 30,
2016 |
|
December 31,
2015 |
||||
Accumulated other comprehensive loss:
|
|
|
|
||||
Net unrealized gain (loss) on marketable securities, net of tax
|
$
|
6.0
|
|
|
$
|
(1.0
|
)
|
Net unrecognized losses and prior service cost related to defined benefit plans, net of tax
|
(15.2
|
)
|
|
(14.9
|
)
|
||
Net unrecognized losses on derivatives, net of tax
|
(46.7
|
)
|
|
(18.1
|
)
|
||
Foreign currency translation adjustment
|
(1,375.4
|
)
|
|
(1,730.3
|
)
|
||
|
$
|
(1,431.3
|
)
|
|
$
|
(1,764.3
|
)
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||||||||
Gains and Losses on Derivatives in Cash Flow Hedging Relationships
|
|
Gains and Losses on Marketable Securities
|
|
Defined Pension Plan Items
|
|
Foreign Currency Translation Adjustment
|
|
Totals
|
|||||||||||||||||
(In millions)
|
Foreign Currency Forward Contracts
|
|
Interest Rate Swaps
|
|
Total
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at March 31, 2016 net of tax
|
|
|
|
|
$
|
(48.9
|
)
|
|
$
|
1.8
|
|
|
$
|
(15.1
|
)
|
|
$
|
(1,228.3
|
)
|
|
$
|
(1,290.5
|
)
|
||
Other comprehensive (loss) earnings before reclassifications, before tax
|
|
|
|
|
(14.7
|
)
|
|
6.6
|
|
|
(0.4
|
)
|
|
(147.1
|
)
|
|
(155.6
|
)
|
|||||||
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on foreign exchange forward contracts classified as cash flow hedges, included in net sales
|
12.9
|
|
|
|
|
12.9
|
|
|
|
|
|
|
|
|
12.9
|
|
|||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
5.2
|
|
|
5.2
|
|
|
|
|
|
|
|
|
5.2
|
|
|||||||||
Amortization of prior service costs included in SG&A
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
0.1
|
|
||||||||||
Amortization of actuarial loss included in SG&A
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
0.2
|
|
||||||||||
Net other comprehensive earnings (loss), before tax
|
|
|
|
|
3.4
|
|
|
6.6
|
|
|
(0.1
|
)
|
|
(147.1
|
)
|
|
(137.2
|
)
|
|||||||
Income tax provision
|
|
|
|
|
1.2
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|||||||
Balance at June 30, 2016, net of tax
|
|
|
|
|
$
|
(46.7
|
)
|
|
$
|
6.0
|
|
|
$
|
(15.2
|
)
|
|
$
|
(1,375.4
|
)
|
|
$
|
(1,431.3
|
)
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||||||||
|
Gains and Losses on Derivatives in Cash Flow Hedging Relationships
|
|
Gains and Losses on Marketable Securities
|
|
Defined Pension Plan Items
|
|
Foreign Currency Translation Adjustment
|
|
Totals
|
||||||||||||||||
|
Foreign Currency Forward Contracts
|
|
Interest Rate Swaps
|
|
Total
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2015, net of tax
|
|
|
|
|
$
|
(18.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(14.9
|
)
|
|
$
|
(1,730.3
|
)
|
|
$
|
(1,764.3
|
)
|
||
Other comprehensive (loss) earnings before reclassifications, before tax
|
|
|
|
|
(73.5
|
)
|
|
11.0
|
|
|
(1.0
|
)
|
|
354.9
|
|
|
291.4
|
|
|||||||
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on foreign exchange forward contracts classified as cash flow hedges, included in net sales
|
23.5
|
|
|
|
|
23.5
|
|
|
|
|
|
|
|
|
23.5
|
|
|||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
4.3
|
|
|
4.3
|
|
|
|
|
|
|
|
|
4.3
|
|
|||||||||
Amortization of prior service costs included in SG&A
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
0.2
|
|
||||||||||
Amortization of actuarial loss included in SG&A
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
|
0.4
|
|
||||||||||
Net other comprehensive (loss) earnings, before tax
|
|
|
|
|
(45.7
|
)
|
|
11.0
|
|
|
(0.4
|
)
|
|
354.9
|
|
|
319.8
|
|
|||||||
Income tax (benefit) provision
|
|
|
|
|
(17.1
|
)
|
|
4.0
|
|
|
(0.1
|
)
|
|
—
|
|
|
(13.2
|
)
|
|||||||
Balance at June 30, 2016, net of tax
|
|
|
|
|
$
|
(46.7
|
)
|
|
$
|
6.0
|
|
|
$
|
(15.2
|
)
|
|
$
|
(1,375.4
|
)
|
|
$
|
(1,431.3
|
)
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||||||||
Gains and Losses on Derivatives in Cash Flow Hedging Relationships
|
|
Gains and Losses on Marketable Securities
|
|
Defined Pension Plan Items
|
|
Foreign Currency Translation Adjustment
|
|
Totals
|
|||||||||||||||||
(In millions)
|
Foreign Currency Forward Contracts
|
|
Interest Rate Swaps
|
|
Total
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at March 31, 2015, net of tax
|
|
|
|
|
$
|
(49.8
|
)
|
|
$
|
0.4
|
|
|
$
|
(19.5
|
)
|
|
$
|
(1,542.0
|
)
|
|
$
|
(1,610.9
|
)
|
||
Other comprehensive earnings (loss) before reclassifications, before tax
|
|
|
|
|
40.6
|
|
|
(0.3
|
)
|
|
4.1
|
|
|
224.3
|
|
|
268.7
|
|
|||||||
Amounts reclassified from accumulated other comprehensive loss, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on foreign exchange forward contracts classified as cash flow hedges, included in net sales
|
(10.6
|
)
|
|
|
|
(10.6
|
)
|
|
|
|
|
|
|
|
(10.6
|
)
|
|||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
(0.1
|
)
|
|||||||||
Amortization of prior service costs included in SG&A
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
0.2
|
|
||||||||||
Amortization of actuarial loss included in SG&A
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
0.1
|
|
||||||||||
Amounts reclassified from accumulated other comprehensive loss, before tax
|
|
|
|
|
(10.7
|
)
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(10.4
|
)
|
|||||||
Net other comprehensive earnings (loss), before tax
|
|
|
|
|
51.3
|
|
|
(0.3
|
)
|
|
3.8
|
|
|
224.3
|
|
|
279.1
|
|
|||||||
Income tax provision
|
|
|
|
|
19.1
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
19.8
|
|
|||||||
Balance at June 30, 2015, net of tax
|
|
|
|
|
$
|
(17.6
|
)
|
|
$
|
0.1
|
|
|
$
|
(16.4
|
)
|
|
$
|
(1,317.7
|
)
|
|
$
|
(1,351.6
|
)
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||||
|
Gains and Losses on Derivatives in Cash Flow Hedging Relationships
|
|
Gains and Losses on Marketable Securities
|
|
Defined Pension Plan Items
|
|
Foreign Currency Translation Adjustment
|
|
Totals
|
||||||||||||||||
|
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
|
|
|
|
|
(5.8
|
)
|
|
(0.2
|
)
|
|
4.4
|
|
|
(378.3
|
)
|
|
(379.9
|
)
|
|||||||
Amounts reclassified from accumulated other comprehensive loss, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on foreign exchange forward contracts classified as cash flow hedges, included in net sales
|
(22.3
|
)
|
|
|
|
(22.3
|
)
|
|
|
|
|
|
|
|
(22.3
|
)
|
|||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
(0.3
|
)
|
|||||||||
Amortization of prior service costs included in SG&A
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
0.2
|
|
||||||||||
Amortization of actuarial loss included in SG&A
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
0.3
|
|
||||||||||
Amounts reclassified from accumulated other comprehensive loss, before tax
|
|
|
|
|
(22.6
|
)
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
(22.1
|
)
|
|||||||
Net other comprehensive earnings (loss), before tax
|
|
|
|
|
16.8
|
|
|
(0.2
|
)
|
|
3.9
|
|
|
(378.3
|
)
|
|
(357.8
|
)
|
|||||||
Income tax provision
|
|
|
|
|
6.0
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
6.8
|
|
|||||||
Balance at June 30, 2015, net of tax
|
|
|
|
|
$
|
(17.6
|
)
|
|
$
|
0.1
|
|
|
$
|
(16.4
|
)
|
|
$
|
(1,317.7
|
)
|
|
$
|
(1,351.6
|
)
|
14.
|
Shareholders’ Equity
|
(In millions)
|
Total Mylan N.V. Shareholders' Equity
|
|
Noncontrolling Interest
|
|
Total
|
||||||
December 31, 2015
|
$
|
9,764.4
|
|
|
$
|
1.4
|
|
|
$
|
9,765.8
|
|
Net earnings
|
182.3
|
|
|
—
|
|
|
182.3
|
|
|||
Other comprehensive earnings, net of tax
|
333.0
|
|
|
—
|
|
|
333.0
|
|
|||
Stock option activity
|
6.5
|
|
|
—
|
|
|
6.5
|
|
|||
Share-based compensation expense
|
51.9
|
|
|
—
|
|
|
51.9
|
|
|||
Shares withheld for taxes on share-based compensation
|
(9.6
|
)
|
|
—
|
|
|
(9.6
|
)
|
|||
Tax benefit of stock option plans
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||
June 30, 2016
|
$
|
10,329.9
|
|
|
$
|
1.4
|
|
|
$
|
10,331.3
|
|
(In millions)
|
Total Mylan N.V. Shareholders' Equity
|
|
Noncontrolling Interest
|
|
Total
|
||||||
December 31, 2014
|
$
|
3,255.9
|
|
|
$
|
20.1
|
|
|
$
|
3,276.0
|
|
Net earnings
|
224.4
|
|
|
0.1
|
|
|
224.5
|
|
|||
Other comprehensive loss, net of tax
|
(364.6
|
)
|
|
—
|
|
|
(364.6
|
)
|
|||
Stock option activity
|
86.5
|
|
|
—
|
|
|
86.5
|
|
|||
Share-based compensation expense
|
50.3
|
|
|
—
|
|
|
50.3
|
|
|||
Shares withheld for taxes on share-based compensation
|
(36.6
|
)
|
|
—
|
|
|
(36.6
|
)
|
|||
Tax benefit of stock option plans
|
48.0
|
|
|
—
|
|
|
48.0
|
|
|||
Issuance of ordinary shares to purchase the EPD Business
|
6,305.8
|
|
|
—
|
|
|
6,305.8
|
|
|||
Purchase of subsidiary shares from noncontrolling interest
|
—
|
|
|
(18.7
|
)
|
|
(18.7
|
)
|
|||
Other
|
(1.8
|
)
|
|
(0.1
|
)
|
|
(1.9
|
)
|
|||
June 30, 2015
|
$
|
9,567.9
|
|
|
$
|
1.4
|
|
|
$
|
9,569.3
|
|
15.
|
Segment Information
|
(In millions)
|
Generics Segment
|
|
Specialty Segment
|
|
Corporate /
Other (1) |
|
Consolidated
|
|||||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
|
|
|
|
|
|
|
|||||||||
Third party
|
$
|
2,147.6
|
|
|
$
|
413.1
|
|
|
$
|
—
|
|
|
$
|
2,560.7
|
|
|
Intersegment
|
(0.4
|
)
|
|
3.1
|
|
|
(2.7
|
)
|
|
—
|
|
|||||
Total
|
$
|
2,147.2
|
|
|
$
|
416.2
|
|
|
$
|
(2.7
|
)
|
|
$
|
2,560.7
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Segment profitability
|
$
|
660.6
|
|
|
$
|
250.9
|
|
|
$
|
(500.6
|
)
|
|
$
|
410.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|||||||||||
Total revenues
|
|
|
|
|
|
|
|
|||||||||
Third party
|
$
|
4,084.4
|
|
|
$
|
667.6
|
|
|
$
|
—
|
|
|
$
|
4,752.0
|
|
|
Intersegment
|
2.2
|
|
|
6.4
|
|
|
(8.6
|
)
|
|
—
|
|
|||||
Total
|
$
|
4,086.6
|
|
|
$
|
674.0
|
|
|
$
|
(8.6
|
)
|
|
$
|
4,752.0
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Segment profitability
|
$
|
1,124.4
|
|
|
$
|
380.2
|
|
|
$
|
(988.1
|
)
|
|
$
|
516.5
|
|
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
|
|
|
|
|
|
|
|||||||||
Third party
|
$
|
2,063.7
|
|
|
$
|
308.0
|
|
|
$
|
—
|
|
|
$
|
2,371.7
|
|
|
Intersegment
|
2.3
|
|
|
2.6
|
|
|
(4.9
|
)
|
|
—
|
|
|||||
Total
|
$
|
2,066.0
|
|
|
$
|
310.6
|
|
|
$
|
(4.9
|
)
|
|
$
|
2,371.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profitability
|
$
|
594.7
|
|
|
$
|
163.9
|
|
|
$
|
(482.0
|
)
|
|
$
|
276.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
|
|
|
|
|
|
|
|||||||||
Third party
|
$
|
3,718.9
|
|
|
$
|
524.5
|
|
|
$
|
—
|
|
|
$
|
4,243.4
|
|
|
Intersegment
|
3.8
|
|
|
4.6
|
|
|
(8.4
|
)
|
|
—
|
|
|||||
Total
|
$
|
3,722.7
|
|
|
$
|
529.1
|
|
|
$
|
(8.4
|
)
|
|
$
|
4,243.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment profitability
|
$
|
1,045.5
|
|
|
$
|
266.1
|
|
|
$
|
(875.7
|
)
|
|
$
|
435.9
|
|
(1)
|
Includes certain corporate general and administrative and R&D expenses; litigation settlements, net; certain intercompany transactions, including eliminations; amortization of intangible assets and certain purchase accounting items; impairment charges; and other expenses not directly attributable to segments.
|
16.
|
Subsidiary Guarantors
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,539.9
|
|
|
$
|
—
|
|
|
$
|
2,539.9
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
20.8
|
|
|
—
|
|
|
20.8
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
2,560.7
|
|
|
—
|
|
|
2,560.7
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
1,389.0
|
|
|
—
|
|
|
1,389.0
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
1,171.7
|
|
|
—
|
|
|
1,171.7
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
179.5
|
|
|
—
|
|
|
179.5
|
|
||||||
Selling, general and administrative
|
19.8
|
|
|
187.4
|
|
|
—
|
|
|
374.2
|
|
|
—
|
|
|
581.4
|
|
||||||
Litigation settlements, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Total operating expenses
|
19.8
|
|
|
187.4
|
|
|
—
|
|
|
553.6
|
|
|
—
|
|
|
760.8
|
|
||||||
(Losses) earnings from operations
|
(19.8
|
)
|
|
(187.4
|
)
|
|
—
|
|
|
618.1
|
|
|
—
|
|
|
410.9
|
|
||||||
Interest expense
|
31.1
|
|
|
43.9
|
|
|
—
|
|
|
15.3
|
|
|
—
|
|
|
90.3
|
|
||||||
Other expense (income), net
|
90.8
|
|
|
(97.5
|
)
|
|
—
|
|
|
124.2
|
|
|
—
|
|
|
117.5
|
|
||||||
(Losses) earnings before income taxes
|
(141.7
|
)
|
|
(133.8
|
)
|
|
—
|
|
|
478.6
|
|
|
—
|
|
|
203.1
|
|
||||||
Income tax provision
|
—
|
|
|
4.9
|
|
|
—
|
|
|
29.8
|
|
|
—
|
|
|
34.7
|
|
||||||
Earnings of equity interest subsidiaries
|
310.1
|
|
|
457.7
|
|
|
—
|
|
|
—
|
|
|
(767.8
|
)
|
|
—
|
|
||||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
168.4
|
|
|
$
|
319.0
|
|
|
$
|
—
|
|
|
$
|
448.8
|
|
|
$
|
(767.8
|
)
|
|
$
|
168.4
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,716.0
|
|
|
$
|
—
|
|
|
$
|
4,716.0
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
36.0
|
|
|
—
|
|
|
36.0
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
4,752.0
|
|
|
—
|
|
|
4,752.0
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
2,673.3
|
|
|
—
|
|
|
2,673.3
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
2,078.7
|
|
|
—
|
|
|
2,078.7
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
433.1
|
|
|
—
|
|
|
433.1
|
|
||||||
Selling, general and administrative
|
32.9
|
|
|
365.1
|
|
|
—
|
|
|
732.7
|
|
|
—
|
|
|
1,130.7
|
|
||||||
Litigation settlements, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||||
Total operating expenses
|
32.9
|
|
|
365.1
|
|
|
—
|
|
|
1,164.2
|
|
|
—
|
|
|
1,562.2
|
|
||||||
(Losses) earnings from operations
|
(32.9
|
)
|
|
(365.1
|
)
|
|
—
|
|
|
914.5
|
|
|
—
|
|
|
516.5
|
|
||||||
Interest expense
|
44.4
|
|
|
85.4
|
|
|
—
|
|
|
30.8
|
|
|
—
|
|
|
160.6
|
|
||||||
Other expense (income), net
|
84.9
|
|
|
(201.4
|
)
|
|
—
|
|
|
250.3
|
|
|
—
|
|
|
133.8
|
|
||||||
(Losses) earnings before income taxes
|
(162.2
|
)
|
|
(249.1
|
)
|
|
—
|
|
|
633.4
|
|
|
—
|
|
|
222.1
|
|
||||||
Income tax provision
|
—
|
|
|
13.9
|
|
|
—
|
|
|
25.9
|
|
|
—
|
|
|
39.8
|
|
||||||
Earnings of equity interest subsidiaries
|
344.5
|
|
|
614.3
|
|
|
—
|
|
|
—
|
|
|
(958.8
|
)
|
|
—
|
|
||||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
182.3
|
|
|
$
|
351.3
|
|
|
$
|
—
|
|
|
$
|
607.5
|
|
|
$
|
(958.8
|
)
|
|
$
|
182.3
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,357.0
|
|
|
$
|
—
|
|
|
$
|
2,357.0
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
14.7
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
2,371.7
|
|
|
—
|
|
|
2,371.7
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
1,363.6
|
|
|
—
|
|
|
1,363.6
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
1,008.1
|
|
|
—
|
|
|
1,008.1
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
168.2
|
|
|
—
|
|
|
168.2
|
|
||||||
Selling, general and administrative
|
—
|
|
|
216.1
|
|
|
—
|
|
|
348.1
|
|
|
—
|
|
|
564.2
|
|
||||||
Litigation settlements, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
||||||
Total operating expenses
|
—
|
|
|
216.1
|
|
|
—
|
|
|
515.4
|
|
|
—
|
|
|
731.5
|
|
||||||
(Losses) earnings from operations
|
—
|
|
|
(216.1
|
)
|
|
—
|
|
|
492.7
|
|
|
—
|
|
|
276.6
|
|
||||||
Interest expense
|
11.9
|
|
|
66.6
|
|
|
—
|
|
|
15.4
|
|
|
—
|
|
|
93.9
|
|
||||||
Other expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||||
(Losses) earnings before income taxes
|
(11.9
|
)
|
|
(282.7
|
)
|
|
—
|
|
|
475.3
|
|
|
—
|
|
|
180.7
|
|
||||||
Income tax (benefit) provision
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
20.8
|
|
|
—
|
|
|
12.8
|
|
||||||
Earnings of equity interest subsidiaries
|
179.8
|
|
|
465.4
|
|
|
—
|
|
|
—
|
|
|
(645.2
|
)
|
|
—
|
|
||||||
Net earnings
|
167.9
|
|
|
190.7
|
|
|
—
|
|
|
454.5
|
|
|
(645.2
|
)
|
|
167.9
|
|
||||||
Net earnings attributable to noncontrolling interest
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
||||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
167.8
|
|
|
$
|
190.7
|
|
|
$
|
—
|
|
|
$
|
454.4
|
|
|
$
|
(645.1
|
)
|
|
$
|
167.8
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,211.6
|
|
|
$
|
—
|
|
|
$
|
4,211.6
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
31.8
|
|
|
—
|
|
|
31.8
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
4,243.4
|
|
|
—
|
|
|
4,243.4
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
2,405.2
|
|
|
—
|
|
|
2,405.2
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
1,838.2
|
|
|
—
|
|
|
1,838.2
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
338.1
|
|
|
—
|
|
|
338.1
|
|
||||||
Selling, general and administrative
|
—
|
|
|
417.1
|
|
|
—
|
|
|
630.3
|
|
|
—
|
|
|
1,047.4
|
|
||||||
Litigation settlements, net
|
—
|
|
|
—
|
|
|
—
|
|
|
16.8
|
|
|
—
|
|
|
16.8
|
|
||||||
Total operating expenses
|
—
|
|
|
417.1
|
|
|
—
|
|
|
985.2
|
|
|
—
|
|
|
1,402.3
|
|
||||||
(Losses) earnings from operations
|
—
|
|
|
(417.1
|
)
|
|
—
|
|
|
853.0
|
|
|
—
|
|
|
435.9
|
|
||||||
Interest expense
|
11.9
|
|
|
130.3
|
|
|
—
|
|
|
31.2
|
|
|
—
|
|
|
173.4
|
|
||||||
Other expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
20.5
|
|
|
—
|
|
|
20.5
|
|
||||||
(Losses) earnings before income taxes
|
(11.9
|
)
|
|
(547.4
|
)
|
|
—
|
|
|
801.3
|
|
|
—
|
|
|
242.0
|
|
||||||
Income tax (benefit) provision
|
—
|
|
|
(41.9
|
)
|
|
—
|
|
|
59.4
|
|
|
—
|
|
|
17.5
|
|
||||||
Earnings of equity interest subsidiaries
|
236.4
|
|
|
748.3
|
|
|
—
|
|
|
—
|
|
|
(984.7
|
)
|
|
—
|
|
||||||
Net earnings
|
224.5
|
|
|
242.8
|
|
|
—
|
|
|
741.9
|
|
|
(984.7
|
)
|
|
224.5
|
|
||||||
Net earnings attributable to noncontrolling interest
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
||||||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
224.4
|
|
|
$
|
242.8
|
|
|
$
|
—
|
|
|
$
|
741.8
|
|
|
$
|
(984.6
|
)
|
|
$
|
224.4
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net earnings
|
$
|
168.4
|
|
|
$
|
319.0
|
|
|
$
|
—
|
|
|
$
|
448.8
|
|
|
$
|
(767.8
|
)
|
|
$
|
168.4
|
|
Other comprehensive (loss) earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
(147.1
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(145.5
|
)
|
|
147.0
|
|
|
(147.1
|
)
|
||||||
Change in unrecognized loss and prior service cost related to defined benefit plans
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
(0.1
|
)
|
||||||
Net unrecognized gain (loss) on derivatives
|
3.4
|
|
|
6.3
|
|
|
—
|
|
|
(2.9
|
)
|
|
(3.4
|
)
|
|
3.4
|
|
||||||
Net unrealized gain on marketable securities
|
6.6
|
|
|
6.2
|
|
|
—
|
|
|
0.4
|
|
|
(6.6
|
)
|
|
6.6
|
|
||||||
Other comprehensive (loss) earnings, before tax
|
(137.2
|
)
|
|
11.0
|
|
|
—
|
|
|
(148.2
|
)
|
|
137.2
|
|
|
(137.2
|
)
|
||||||
Income tax provision (benefit)
|
3.6
|
|
|
4.7
|
|
|
—
|
|
|
(1.0
|
)
|
|
(3.7
|
)
|
|
3.6
|
|
||||||
Other comprehensive (loss) earnings, net of tax
|
(140.8
|
)
|
|
6.3
|
|
|
—
|
|
|
(147.2
|
)
|
|
140.9
|
|
|
(140.8
|
)
|
||||||
Comprehensive earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
27.6
|
|
|
$
|
325.3
|
|
|
$
|
—
|
|
|
$
|
301.6
|
|
|
$
|
(626.9
|
)
|
|
$
|
27.6
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net earnings
|
$
|
182.3
|
|
|
$
|
351.3
|
|
|
$
|
—
|
|
|
$
|
607.5
|
|
|
$
|
(958.8
|
)
|
|
$
|
182.3
|
|
Other comprehensive earnings (loss), before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
354.9
|
|
|
(1.5
|
)
|
|
—
|
|
|
356.4
|
|
|
(354.9
|
)
|
|
354.9
|
|
||||||
Change in unrecognized (loss) gain and prior service cost related to defined benefit plans
|
(0.4
|
)
|
|
0.2
|
|
|
—
|
|
|
(0.6
|
)
|
|
0.4
|
|
|
(0.4
|
)
|
||||||
Net unrecognized (loss) gain on derivatives
|
(45.7
|
)
|
|
(52.1
|
)
|
|
—
|
|
|
6.4
|
|
|
45.7
|
|
|
(45.7
|
)
|
||||||
Net unrealized gain on marketable securities
|
11.0
|
|
|
10.0
|
|
|
—
|
|
|
0.9
|
|
|
(10.9
|
)
|
|
11.0
|
|
||||||
Other comprehensive earnings (loss), before tax
|
319.8
|
|
|
(43.4
|
)
|
|
—
|
|
|
363.1
|
|
|
(319.7
|
)
|
|
319.8
|
|
||||||
Income tax (benefit) provision
|
(13.2
|
)
|
|
(15.6
|
)
|
|
—
|
|
|
2.4
|
|
|
13.2
|
|
|
(13.2
|
)
|
||||||
Other comprehensive earnings (loss), net of tax
|
333.0
|
|
|
(27.8
|
)
|
|
—
|
|
|
360.7
|
|
|
(332.9
|
)
|
|
333.0
|
|
||||||
Comprehensive earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
515.3
|
|
|
$
|
323.5
|
|
|
$
|
—
|
|
|
$
|
968.2
|
|
|
$
|
(1,291.7
|
)
|
|
$
|
515.3
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net earnings
|
$
|
167.9
|
|
|
$
|
190.7
|
|
|
$
|
—
|
|
|
$
|
454.5
|
|
|
$
|
(645.2
|
)
|
|
$
|
167.9
|
|
Other comprehensive earnings (loss), before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
224.3
|
|
|
—
|
|
|
—
|
|
|
224.3
|
|
|
(224.3
|
)
|
|
224.3
|
|
||||||
Change in unrecognized gain and prior service cost related to defined benefit plans
|
3.8
|
|
|
0.1
|
|
|
—
|
|
|
3.7
|
|
|
(3.8
|
)
|
|
3.8
|
|
||||||
Net unrecognized gain (loss) on derivatives
|
51.3
|
|
|
57.1
|
|
|
—
|
|
|
(5.8
|
)
|
|
(51.3
|
)
|
|
51.3
|
|
||||||
Net unrealized loss on marketable securities
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
(0.3
|
)
|
||||||
Other comprehensive earnings, before tax
|
279.1
|
|
|
57.2
|
|
|
—
|
|
|
221.9
|
|
|
(279.1
|
)
|
|
279.1
|
|
||||||
Income tax provision (benefit)
|
19.8
|
|
|
21.3
|
|
|
—
|
|
|
(1.5
|
)
|
|
(19.8
|
)
|
|
19.8
|
|
||||||
Other comprehensive earnings, net of tax
|
259.3
|
|
|
35.9
|
|
|
—
|
|
|
223.4
|
|
|
(259.3
|
)
|
|
259.3
|
|
||||||
Comprehensive earnings
|
427.2
|
|
|
226.6
|
|
|
—
|
|
|
677.9
|
|
|
(904.5
|
)
|
|
427.2
|
|
||||||
Comprehensive earnings attributable to the noncontrolling interest
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
||||||
Comprehensive earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
427.1
|
|
|
$
|
226.6
|
|
|
$
|
—
|
|
|
$
|
677.8
|
|
|
$
|
(904.4
|
)
|
|
$
|
427.1
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net earnings
|
$
|
224.5
|
|
|
$
|
242.8
|
|
|
$
|
—
|
|
|
$
|
741.9
|
|
|
$
|
(984.7
|
)
|
|
$
|
224.5
|
|
Other comprehensive (loss) earnings, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
(378.3
|
)
|
|
—
|
|
|
—
|
|
|
(378.3
|
)
|
|
378.3
|
|
|
(378.3
|
)
|
||||||
Change in unrecognized gain and prior service cost related to defined benefit plans
|
3.9
|
|
|
0.1
|
|
|
—
|
|
|
3.8
|
|
|
(3.9
|
)
|
|
3.9
|
|
||||||
Net unrecognized gain on derivatives
|
16.8
|
|
|
6.2
|
|
|
—
|
|
|
10.6
|
|
|
(16.8
|
)
|
|
16.8
|
|
||||||
Net unrealized loss on marketable securities
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
||||||
Other comprehensive (loss) earnings, before tax
|
(357.8
|
)
|
|
6.3
|
|
|
—
|
|
|
(364.1
|
)
|
|
357.8
|
|
|
(357.8
|
)
|
||||||
Income tax provision
|
6.8
|
|
|
2.7
|
|
|
—
|
|
|
4.1
|
|
|
(6.8
|
)
|
|
6.8
|
|
||||||
Other comprehensive (loss) earnings, net of tax
|
(364.6
|
)
|
|
3.6
|
|
|
—
|
|
|
(368.2
|
)
|
|
364.6
|
|
|
(364.6
|
)
|
||||||
Comprehensive (loss) earnings
|
(140.1
|
)
|
|
246.4
|
|
|
—
|
|
|
373.7
|
|
|
(620.1
|
)
|
|
(140.1
|
)
|
||||||
Comprehensive earnings attributable to the noncontrolling interest
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
||||||
Comprehensive (loss) earnings attributable to Mylan N.V. ordinary shareholders
|
$
|
(140.2
|
)
|
|
$
|
246.4
|
|
|
$
|
—
|
|
|
$
|
373.6
|
|
|
$
|
(620.0
|
)
|
|
$
|
(140.2
|
)
|
(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
|
$
|
—
|
|
|
$
|
27.7
|
|
|
$
|
—
|
|
|
$
|
6,334.2
|
|
|
$
|
—
|
|
|
$
|
6,361.9
|
|
Accounts receivable, net
|
—
|
|
|
11.1
|
|
|
—
|
|
|
2,906.3
|
|
|
—
|
|
|
2,917.4
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
2,191.3
|
|
|
—
|
|
|
2,191.3
|
|
||||||
Intercompany receivables
|
1,775.5
|
|
|
350.0
|
|
|
—
|
|
|
9,330.8
|
|
|
(11,456.3
|
)
|
|
—
|
|
||||||
Prepaid expenses and other current assets
|
4.0
|
|
|
240.7
|
|
|
—
|
|
|
471.4
|
|
|
—
|
|
|
716.1
|
|
||||||
Total current assets
|
1,779.5
|
|
|
629.5
|
|
|
—
|
|
|
21,234.0
|
|
|
(11,456.3
|
)
|
|
12,186.7
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
325.4
|
|
|
—
|
|
|
1,732.2
|
|
|
—
|
|
|
2,057.6
|
|
||||||
Investments in subsidiaries
|
16,433.0
|
|
|
15,786.8
|
|
|
—
|
|
|
—
|
|
|
(32,219.8
|
)
|
|
—
|
|
||||||
Intercompany notes and interest receivable
|
—
|
|
|
9,713.4
|
|
|
—
|
|
|
18.5
|
|
|
(9,731.9
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
0.5
|
|
|
—
|
|
|
7,716.0
|
|
|
—
|
|
|
7,716.5
|
|
||||||
Goodwill
|
—
|
|
|
17.1
|
|
|
—
|
|
|
5,813.1
|
|
|
—
|
|
|
5,830.2
|
|
||||||
Other assets
|
—
|
|
|
92.4
|
|
|
—
|
|
|
952.9
|
|
|
—
|
|
|
1,045.3
|
|
||||||
Total assets
|
$
|
18,212.5
|
|
|
$
|
26,565.1
|
|
|
$
|
—
|
|
|
$
|
37,466.7
|
|
|
$
|
(53,408.0
|
)
|
|
$
|
28,836.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
54.5
|
|
|
$
|
—
|
|
|
$
|
963.1
|
|
|
$
|
—
|
|
|
$
|
1,017.6
|
|
Short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
55.9
|
|
|
—
|
|
|
55.9
|
|
||||||
Income taxes payable
|
—
|
|
|
14.4
|
|
|
—
|
|
|
107.0
|
|
|
—
|
|
|
121.4
|
|
||||||
Current portion of long-term debt and other long-term obligations
|
—
|
|
|
587.1
|
|
|
—
|
|
|
67.6
|
|
|
—
|
|
|
654.7
|
|
||||||
Intercompany payables
|
350.0
|
|
|
11,106.3
|
|
|
—
|
|
|
—
|
|
|
(11,456.3
|
)
|
|
—
|
|
||||||
Other current liabilities
|
103.3
|
|
|
290.0
|
|
|
—
|
|
|
1,531.7
|
|
|
—
|
|
|
1,925.0
|
|
||||||
Total current liabilities
|
453.3
|
|
|
12,052.3
|
|
|
—
|
|
|
2,725.3
|
|
|
(11,456.3
|
)
|
|
3,774.6
|
|
||||||
Long-term debt
|
7,427.9
|
|
|
5,342.3
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
12,772.8
|
|
||||||
Intercompany notes payable
|
—
|
|
|
18.5
|
|
|
—
|
|
|
9,713.4
|
|
|
(9,731.9
|
)
|
|
—
|
|
||||||
Other long-term obligations
|
—
|
|
|
52.0
|
|
|
—
|
|
|
1,905.6
|
|
|
—
|
|
|
1,957.6
|
|
||||||
Total liabilities
|
7,881.2
|
|
|
17,465.1
|
|
|
—
|
|
|
14,346.9
|
|
|
(21,188.2
|
)
|
|
18,505.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
10,331.3
|
|
|
9,100.0
|
|
|
—
|
|
|
23,119.8
|
|
|
(32,219.8
|
)
|
|
10,331.3
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
18,212.5
|
|
|
$
|
26,565.1
|
|
|
$
|
—
|
|
|
$
|
37,466.7
|
|
|
$
|
(53,408.0
|
)
|
|
$
|
28,836.3
|
|
(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
|
$
|
—
|
|
|
$
|
870.5
|
|
|
$
|
—
|
|
|
$
|
365.5
|
|
|
$
|
—
|
|
|
$
|
1,236.0
|
|
Accounts receivable, net
|
—
|
|
|
14.4
|
|
|
—
|
|
|
2,674.7
|
|
|
—
|
|
|
2,689.1
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
1,951.0
|
|
|
—
|
|
|
1,951.0
|
|
||||||
Intercompany receivables
|
1,097.5
|
|
|
283.2
|
|
|
—
|
|
|
8,936.4
|
|
|
(10,317.1
|
)
|
|
—
|
|
||||||
Other current assets
|
0.3
|
|
|
244.8
|
|
|
—
|
|
|
351.5
|
|
|
—
|
|
|
596.6
|
|
||||||
Total current assets
|
1,097.8
|
|
|
1,412.9
|
|
|
—
|
|
|
14,279.1
|
|
|
(10,317.1
|
)
|
|
6,472.7
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
324.4
|
|
|
—
|
|
|
1,659.5
|
|
|
—
|
|
|
1,983.9
|
|
||||||
Investments in subsidiaries
|
9,947.7
|
|
|
8,007.7
|
|
|
—
|
|
|
—
|
|
|
(17,955.4
|
)
|
|
—
|
|
||||||
Intercompany notes and interest receivable
|
—
|
|
|
9,704.4
|
|
|
—
|
|
|
18.7
|
|
|
(9,723.1
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
0.5
|
|
|
—
|
|
|
7,221.4
|
|
|
—
|
|
|
7,221.9
|
|
||||||
Goodwill
|
—
|
|
|
17.1
|
|
|
—
|
|
|
5,363.0
|
|
|
—
|
|
|
5,380.1
|
|
||||||
Other assets
|
—
|
|
|
135.3
|
|
|
—
|
|
|
1,073.8
|
|
|
—
|
|
|
1,209.1
|
|
||||||
Total assets
|
$
|
11,045.5
|
|
|
$
|
19,602.3
|
|
|
$
|
—
|
|
|
$
|
29,615.5
|
|
|
$
|
(37,995.6
|
)
|
|
$
|
22,267.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
33.5
|
|
|
$
|
—
|
|
|
$
|
1,076.1
|
|
|
$
|
—
|
|
|
$
|
1,109.6
|
|
Short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
92.4
|
|
|
—
|
|
|
92.4
|
|
||||||
Current portion of long-term debt and other long-term obligations
|
—
|
|
|
1,010.1
|
|
|
—
|
|
|
66.9
|
|
|
—
|
|
|
1,077.0
|
|
||||||
Intercompany payables
|
283.2
|
|
|
10,033.9
|
|
|
—
|
|
|
—
|
|
|
(10,317.1
|
)
|
|
—
|
|
||||||
Other current liabilities
|
2.0
|
|
|
320.1
|
|
|
—
|
|
|
1,519.8
|
|
|
—
|
|
|
1,841.9
|
|
||||||
Total current liabilities
|
285.2
|
|
|
11,397.6
|
|
|
—
|
|
|
2,756.5
|
|
|
(10,317.1
|
)
|
|
4,122.2
|
|
||||||
Long-term debt
|
994.5
|
|
|
5,298.4
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
6,295.6
|
|
||||||
Intercompany notes payable
|
—
|
|
|
18.7
|
|
|
—
|
|
|
9,704.4
|
|
|
(9,723.1
|
)
|
|
—
|
|
||||||
Other long-term obligations
|
—
|
|
|
122.2
|
|
|
—
|
|
|
1,961.9
|
|
|
—
|
|
|
2,084.1
|
|
||||||
Total liabilities
|
1,279.7
|
|
|
16,836.9
|
|
|
—
|
|
|
14,425.5
|
|
|
(20,040.2
|
)
|
|
12,501.9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
9,765.8
|
|
|
2,765.4
|
|
|
—
|
|
|
15,190.0
|
|
|
(17,955.4
|
)
|
|
9,765.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
11,045.5
|
|
|
$
|
19,602.3
|
|
|
$
|
—
|
|
|
$
|
29,615.5
|
|
|
$
|
(37,995.6
|
)
|
|
$
|
22,267.7
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(34.7
|
)
|
|
$
|
(318.4
|
)
|
|
$
|
—
|
|
|
$
|
850.2
|
|
|
$
|
—
|
|
|
$
|
497.1
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(42.1
|
)
|
|
—
|
|
|
(78.9
|
)
|
|
—
|
|
|
(121.0
|
)
|
||||||
Change in restricted cash
|
—
|
|
|
(49.5
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(50.6
|
)
|
||||||
Purchase of marketable securities
|
—
|
|
|
(3.9
|
)
|
|
—
|
|
|
(13.4
|
)
|
|
—
|
|
|
(17.3
|
)
|
||||||
Proceeds from sale of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
10.9
|
|
|
—
|
|
|
10.9
|
|
||||||
Cash paid for acquisitions, net
|
—
|
|
|
(917.9
|
)
|
|
—
|
|
|
(25.4
|
)
|
|
—
|
|
|
(943.3
|
)
|
||||||
Investments in affiliates
|
—
|
|
|
(48.4
|
)
|
|
—
|
|
|
—
|
|
|
48.4
|
|
|
—
|
|
||||||
Loans to affiliates
|
(6,485.6
|
)
|
|
(2,689.8
|
)
|
|
—
|
|
|
2,722.3
|
|
|
6,453.1
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
62.8
|
|
|
34.0
|
|
|
—
|
|
|
7.1
|
|
|
(103.9
|
)
|
|
—
|
|
||||||
Payments for product rights and other, net
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(179.8
|
)
|
|
—
|
|
|
(180.0
|
)
|
||||||
Net cash (used in) provided by investing activities
|
(6,422.8
|
)
|
|
(3,717.8
|
)
|
|
—
|
|
|
2,441.7
|
|
|
6,397.6
|
|
|
(1,301.3
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments of financing fees
|
(92.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92.3
|
)
|
||||||
Change in short-term borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
54.7
|
|
|
—
|
|
|
54.7
|
|
||||||
Proceeds from issuance of long-term debt
|
6,478.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,478.8
|
|
||||||
Payments of long-term debt
|
—
|
|
|
(500.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500.0
|
)
|
||||||
Proceeds from exercise of stock options
|
6.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
||||||
Taxes paid related to net share settlement of equity awards
|
(12.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.7
|
)
|
||||||
Contingent consideration payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.5
|
)
|
|
—
|
|
|
(15.5
|
)
|
||||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
48.4
|
|
|
(48.4
|
)
|
|
—
|
|
||||||
Payments on borrowings from affiliates
|
(29.5
|
)
|
|
(69.9
|
)
|
|
—
|
|
|
(4.5
|
)
|
|
103.9
|
|
|
—
|
|
||||||
Proceeds from borrowings from affiliates
|
105.0
|
|
|
3,763.3
|
|
|
—
|
|
|
2,584.8
|
|
|
(6,453.1
|
)
|
|
—
|
|
||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Other items, net
|
1.4
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
0.8
|
|
||||||
Net cash provided by financing activities
|
6,457.5
|
|
|
3,193.4
|
|
|
—
|
|
|
2,667.1
|
|
|
(6,397.6
|
)
|
|
5,920.4
|
|
||||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
9.7
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(842.8
|
)
|
|
—
|
|
|
5,968.7
|
|
|
—
|
|
|
5,125.9
|
|
||||||
Cash and cash equivalents — beginning of period
|
—
|
|
|
870.5
|
|
|
—
|
|
|
365.5
|
|
|
—
|
|
|
1,236.0
|
|
||||||
Cash and cash equivalents — end of period
|
$
|
—
|
|
|
$
|
27.7
|
|
|
$
|
—
|
|
|
$
|
6,334.2
|
|
|
$
|
—
|
|
|
$
|
6,361.9
|
|
(In millions)
|
Mylan N.V. (Parent Guarantor)
|
|
Mylan Inc. (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
—
|
|
|
$
|
(726.2
|
)
|
|
$
|
—
|
|
|
$
|
1,107.9
|
|
|
$
|
—
|
|
|
$
|
381.7
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(37.1
|
)
|
|
—
|
|
|
(84.9
|
)
|
|
—
|
|
|
(122.0
|
)
|
||||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.2
|
)
|
|
—
|
|
|
(11.2
|
)
|
||||||
Purchase of marketable securities
|
—
|
|
|
(28.9
|
)
|
|
—
|
|
|
(22.7
|
)
|
|
—
|
|
|
(51.6
|
)
|
||||||
Proceeds from sale of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
|
21.6
|
|
||||||
Investments in affiliates
|
—
|
|
|
(257.9
|
)
|
|
—
|
|
|
—
|
|
|
257.9
|
|
|
—
|
|
||||||
Loans to affiliates
|
(33.1
|
)
|
|
(2,583.7
|
)
|
|
—
|
|
|
(3,446.5
|
)
|
|
6,063.3
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
—
|
|
|
196.4
|
|
|
—
|
|
|
20.8
|
|
|
(217.2
|
)
|
|
—
|
|
||||||
Payments for product rights and other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(104.6
|
)
|
|
—
|
|
|
(104.6
|
)
|
||||||
Net cash used in investing activities
|
(33.1
|
)
|
|
(2,711.2
|
)
|
|
—
|
|
|
(3,627.5
|
)
|
|
6,104.0
|
|
|
(267.8
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments of financing fees
|
(60.9
|
)
|
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83.6
|
)
|
||||||
Change in short-term borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
105.6
|
|
|
—
|
|
|
105.6
|
|
||||||
Proceeds from convertible note hedge
|
—
|
|
|
667.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
667.9
|
|
||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
305.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305.0
|
|
||||||
Payments of long-term debt
|
—
|
|
|
(973.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(973.6
|
)
|
||||||
Proceeds from exercise of stock options
|
33.1
|
|
|
53.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86.4
|
|
||||||
Taxes paid related to net share settlement of equity awards
|
—
|
|
|
(25.8
|
)
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(31.7
|
)
|
||||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
257.9
|
|
|
(257.9
|
)
|
|
—
|
|
||||||
Proceeds from borrowings from affiliates
|
60.9
|
|
|
3,479.6
|
|
|
—
|
|
|
2,522.8
|
|
|
(6,063.3
|
)
|
|
—
|
|
||||||
Payments on borrowings from affiliates
|
—
|
|
|
(20.8
|
)
|
|
—
|
|
|
(196.4
|
)
|
|
217.2
|
|
|
—
|
|
||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
|
—
|
|
|
(10.6
|
)
|
||||||
Other items, net
|
—
|
|
|
48.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.0
|
|
||||||
Net cash provided by financing activities
|
33.1
|
|
|
3,510.9
|
|
|
—
|
|
|
2,673.4
|
|
|
(6,104.0
|
)
|
|
113.4
|
|
||||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.1
|
)
|
|
—
|
|
|
(13.1
|
)
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
73.5
|
|
|
—
|
|
|
140.7
|
|
|
—
|
|
|
214.2
|
|
||||||
Cash and cash equivalents — beginning of period
|
0.1
|
|
|
112.9
|
|
|
—
|
|
|
112.5
|
|
|
—
|
|
|
225.5
|
|
||||||
Cash and cash equivalents — end of period
|
$
|
0.1
|
|
|
$
|
186.4
|
|
|
$
|
—
|
|
|
$
|
253.2
|
|
|
$
|
—
|
|
|
$
|
439.7
|
|
Supplemental disclosures of cash flow information —
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ordinary shares issued for acquisition
|
$
|
6,305.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,305.8
|
|
17.
|
Contingencies
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
June 30,
|
|
|
|
|
|||||||||
(In millions, except per share amounts)
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
Total revenues
|
$
|
2,560.7
|
|
|
$
|
2,371.7
|
|
|
$
|
189.0
|
|
|
8
|
%
|
Gross profit
|
1,171.7
|
|
|
1,008.1
|
|
|
163.6
|
|
|
16
|
%
|
|||
Earnings from operations
|
410.9
|
|
|
276.6
|
|
|
134.3
|
|
|
49
|
%
|
|||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
168.4
|
|
|
167.8
|
|
|
0.6
|
|
|
—
|
%
|
|||
Diluted earnings per ordinary share attributable to Mylan N.V. ordinary shareholders
|
$
|
0.33
|
|
|
$
|
0.32
|
|
|
$
|
0.01
|
|
|
3
|
%
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
June 30,
|
|
|
|
|
|||||||||
(In millions, except per share amounts)
|
2016
|
|
2015
|
|
Change
|
|
% Change
|
|||||||
Total revenues
|
$
|
4,752.0
|
|
|
$
|
4,243.4
|
|
|
$
|
508.6
|
|
|
12
|
%
|
Gross profit
|
2,078.7
|
|
|
1,838.2
|
|
|
240.5
|
|
|
13
|
%
|
|||
Earnings from operations
|
516.5
|
|
|
435.9
|
|
|
80.6
|
|
|
18
|
%
|
|||
Net earnings attributable to Mylan N.V. ordinary shareholders
|
182.3
|
|
|
224.4
|
|
|
(42.1
|
)
|
|
(19
|
)%
|
|||
Diluted earnings per ordinary share attributable to Mylan N.V. ordinary shareholders
|
$
|
0.36
|
|
|
$
|
0.46
|
|
|
$
|
(0.10
|
)
|
|
(22
|
)%
|
|
Three Months Ended
|
||||||||||||||||||||
|
June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
% Change
|
|
2016 Currency Impact
(1)
|
|
2016 Constant Currency Revenues
(2)
|
|
% Change
|
||||||||||
Generics:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
(3)
|
$
|
1,010.0
|
|
|
$
|
948.5
|
|
|
6
|
%
|
|
$
|
4.8
|
|
|
$
|
1,014.8
|
|
|
7
|
%
|
Europe
|
604.2
|
|
|
571.0
|
|
|
6
|
%
|
|
(5.6
|
)
|
|
598.6
|
|
|
5
|
%
|
||||
Rest of World
(3)
|
523.2
|
|
|
535.6
|
|
|
(2
|
)%
|
|
1.0
|
|
|
524.2
|
|
|
(2
|
)%
|
||||
Total third party net sales
|
2,137.4
|
|
|
2,055.1
|
|
|
4
|
%
|
|
0.2
|
|
|
2,137.6
|
|
|
4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other third party revenues
|
10.2
|
|
|
8.6
|
|
|
19
|
%
|
|
—
|
|
|
10.2
|
|
|
19
|
%
|
||||
Total third party revenues
|
2,147.6
|
|
|
2,063.7
|
|
|
4
|
%
|
|
0.2
|
|
|
2,147.8
|
|
|
4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intersegment sales
(4)
|
(0.4
|
)
|
|
2.3
|
|
|
NM
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
NM
|
|
||||
Generics total revenues
|
2,147.2
|
|
|
2,066.0
|
|
|
4
|
%
|
|
0.3
|
|
|
2,147.5
|
|
|
4
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Specialty:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party net sales
|
402.5
|
|
|
301.9
|
|
|
33
|
%
|
|
—
|
|
|
402.5
|
|
|
33
|
%
|
||||
Other third party revenues
|
10.6
|
|
|
6.1
|
|
|
74
|
%
|
|
—
|
|
|
10.6
|
|
|
74
|
%
|
||||
Total third party revenues
|
413.1
|
|
|
308.0
|
|
|
34
|
%
|
|
—
|
|
|
413.1
|
|
|
34
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intersegment sales
(4)
|
3.1
|
|
|
2.6
|
|
|
NM
|
|
|
—
|
|
|
3.1
|
|
|
NM
|
|
||||
Specialty total revenues
|
416.2
|
|
|
310.6
|
|
|
34
|
%
|
|
—
|
|
|
416.2
|
|
|
34
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Elimination of intersegment sales
(4)
|
(2.7
|
)
|
|
(4.9
|
)
|
|
NM
|
|
|
—
|
|
|
(2.7
|
)
|
|
NM
|
|
||||
Consolidated total revenues
|
$
|
2,560.7
|
|
|
$
|
2,371.7
|
|
|
8
|
%
|
|
$
|
0.3
|
|
|
$
|
2,561.0
|
|
|
8
|
%
|
(1)
|
Currency impact is shown as unfavorable (favorable).
|
(2)
|
The constant currency revenue change is derived by translating third party net sales for the current period at prior year comparative period exchange rates.
|
(3)
|
Beginning in the first quarter of 2016, the Company reclassified sales from its Brazilian operation from Rest of World to North America. The amount reclassified for the three months ended
June 30, 2015
was approximately
$11.1 million
.
|
(4)
|
The percentage changes in intersegment sales are considered not meaningful (or, “NM”) in terms of the Company’s total revenue as intersegment sales eliminate in consolidation.
|
|
Three Months Ended
|
||||||
|
June 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
U.S. GAAP cost of sales
|
$
|
1,389.0
|
|
|
$
|
1,363.6
|
|
Deduct:
|
|
|
|
||||
Purchase accounting related amortization
|
(249.7
|
)
|
|
(242.7
|
)
|
||
Acquisition related costs
|
(12.8
|
)
|
|
(26.6
|
)
|
||
Restructuring & other special items
|
(11.0
|
)
|
|
(6.6
|
)
|
||
Adjusted cost of sales
|
$
|
1,115.5
|
|
|
$
|
1,087.7
|
|
|
|
|
|
||||
Adjusted gross profit
(a)
|
$
|
1,445.2
|
|
|
$
|
1,284.0
|
|
|
|
|
|
||||
Adjusted gross margin
(a)
|
56
|
%
|
|
54
|
%
|
(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 revenues.
|
|
Six Months Ended
|
||||||||||||||||||||
|
June 30,
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
% Change
|
|
2016 Currency Impact
(1)
|
|
2016 Constant Currency Revenues
(2)
|
|
% Change
|
||||||||||
Generics:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
(3)
|
$
|
1,929.7
|
|
|
$
|
1,803.5
|
|
|
7
|
%
|
|
$
|
12.0
|
|
|
$
|
1,941.7
|
|
|
8
|
%
|
Europe
|
1,191.9
|
|
|
977.3
|
|
|
22
|
%
|
|
2.3
|
|
|
1,194.2
|
|
|
22
|
%
|
||||
Rest of World
(3)
|
944.0
|
|
|
917.9
|
|
|
3
|
%
|
|
18.4
|
|
|
962.4
|
|
|
5
|
%
|
||||
Total third party net sales
|
4,065.6
|
|
|
3,698.7
|
|
|
10
|
%
|
|
32.7
|
|
|
4,098.3
|
|
|
11
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other third party revenues
|
18.8
|
|
|
20.2
|
|
|
(7
|
)%
|
|
0.3
|
|
|
19.1
|
|
|
(5
|
)%
|
||||
Total third party revenues
|
4,084.4
|
|
|
3,718.9
|
|
|
10
|
%
|
|
33.0
|
|
|
4,117.4
|
|
|
11
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intersegment sales
(4)
|
2.2
|
|
|
3.8
|
|
|
NM
|
|
|
0.2
|
|
|
2.4
|
|
|
NM
|
|
||||
Generics total revenues
|
4,086.6
|
|
|
3,722.7
|
|
|
10
|
%
|
|
33.2
|
|
|
4,119.8
|
|
|
11
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Specialty:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party net sales
|
650.4
|
|
|
512.9
|
|
|
27
|
%
|
|
—
|
|
|
650.4
|
|
|
27
|
%
|
||||
Other third party revenues
|
17.2
|
|
|
11.6
|
|
|
48
|
%
|
|
—
|
|
|
17.2
|
|
|
48
|
%
|
||||
Total third party revenues
|
667.6
|
|
|
524.5
|
|
|
27
|
%
|
|
—
|
|
|
667.6
|
|
|
27
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intersegment sales
(4)
|
6.4
|
|
|
4.6
|
|
|
NM
|
|
|
—
|
|
|
6.4
|
|
|
NM
|
|
||||
Specialty total revenues
|
674.0
|
|
|
529.1
|
|
|
27
|
%
|
|
—
|
|
|
674.0
|
|
|
27
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Elimination of intersegment sales
(4)
|
(8.6
|
)
|
|
(8.4
|
)
|
|
NM
|
|
|
(0.2
|
)
|
|
(8.8
|
)
|
|
NM
|
|
||||
Consolidated total revenues
|
$
|
4,752.0
|
|
|
$
|
4,243.4
|
|
|
12
|
%
|
|
$
|
33.0
|
|
|
$
|
4,785.0
|
|
|
13
|
%
|
(1)
|
Currency impact is shown as unfavorable (favorable).
|
(2)
|
The constant currency revenue change is derived by translating third party net sales for the current period at prior year comparative period exchange rates.
|
(3)
|
Beginning in the first quarter of 2016, the Company reclassified sales from its Brazilian operation from Rest of World to North America. The amount reclassified for the
six months ended
June 30, 2015
was approximately
$21.3 million
.
|
(4)
|
The percentage changes in intersegment sales are considered not meaningful (or, “NM”) in terms of the Company’s total revenue as intersegment sales eliminate in consolidation.
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
U.S. GAAP cost of sales
|
$
|
2,673.3
|
|
|
$
|
2,405.2
|
|
Deduct:
|
|
|
|
||||
Purchase accounting related amortization
|
(493.3
|
)
|
|
(382.9
|
)
|
||
Acquisition related costs
|
(31.3
|
)
|
|
(38.9
|
)
|
||
Restructuring & other special items
|
(26.2
|
)
|
|
(14.6
|
)
|
||
Adjusted cost of sales
|
$
|
2,122.5
|
|
|
$
|
1,968.8
|
|
|
|
|
|
||||
Adjusted gross profit
(a)
|
$
|
2,629.5
|
|
|
$
|
2,274.6
|
|
|
|
|
|
||||
Adjusted gross margin
(a)
|
55
|
%
|
|
54
|
%
|
(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 revenues.
|
•
|
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 restructuring related costs;
|
•
|
Certain acquisition related remediation and integration and planning costs, as well as other costs associated with acquisitions such as advisory and legal fees and certain financing related costs, 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 of 1986, as amended (the “Code”); only included in adjusted earnings and adjusted EPS is the net tax effect of the entity’s activities; and
|
•
|
Certain costs to further develop and optimize our global enterprise resource planning systems, operations and supply chain.
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||
(In millions, except per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
U.S. GAAP net earnings attributable to Mylan N.V. and U.S. GAAP diluted EPS
|
$
|
168.4
|
|
|
$
|
0.33
|
|
|
$
|
167.8
|
|
|
$
|
0.32
|
|
|
$
|
182.3
|
|
|
$
|
0.36
|
|
|
$
|
224.4
|
|
|
$
|
0.46
|
|
Purchase accounting related amortization (primarily included in cost of sales)
|
255.4
|
|
|
|
|
246.6
|
|
|
|
|
504.7
|
|
|
|
|
390.6
|
|
|
|
||||||||||||
Litigation settlements, net
|
(0.1
|
)
|
|
|
|
(0.9
|
)
|
|
|
|
(1.6
|
)
|
|
|
|
16.8
|
|
|
|
||||||||||||
Interest expense
|
7.7
|
|
|
|
|
16.2
|
|
|
|
|
13.4
|
|
|
|
|
28.4
|
|
|
|
||||||||||||
Non-cash accretion of contingent consideration liability
|
10.3
|
|
|
|
|
9.6
|
|
|
|
|
20.3
|
|
|
|
|
18.8
|
|
|
|
||||||||||||
Clean energy investments pre-tax loss
(a)
|
20.1
|
|
|
|
|
21.7
|
|
|
|
|
45.6
|
|
|
|
|
44.2
|
|
|
|
||||||||||||
Acquisition related costs (primarily included in other expense, net)
(b)
|
174.6
|
|
|
|
|
72.6
|
|
|
|
|
236.2
|
|
|
|
|
151.4
|
|
|
|
||||||||||||
Restructuring and other special items included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of sales
|
11.0
|
|
|
|
|
6.7
|
|
|
|
|
26.2
|
|
|
|
|
14.7
|
|
|
|
||||||||||||
Research and development expense
(c)
|
10.4
|
|
|
|
|
—
|
|
|
|
|
76.5
|
|
|
|
|
17.9
|
|
|
|
||||||||||||
Selling, general and administrative expense
|
12.2
|
|
|
|
|
24.9
|
|
|
|
|
19.0
|
|
|
|
|
32.7
|
|
|
|
||||||||||||
Other expense, net
|
0.5
|
|
|
|
|
1.1
|
|
|
|
|
2.7
|
|
|
|
|
8.1
|
|
|
|
||||||||||||
Tax effect of the above items and other income tax related items
|
(78.1
|
)
|
|
|
|
(92.0
|
)
|
|
|
|
(146.6
|
)
|
|
|
|
(164.6
|
)
|
|
|
||||||||||||
Adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS
|
$
|
592.4
|
|
|
$
|
1.16
|
|
|
$
|
474.3
|
|
|
$
|
0.91
|
|
|
$
|
978.7
|
|
|
$
|
1.92
|
|
|
$
|
783.4
|
|
|
$
|
1.62
|
|
Weighted average diluted ordinary shares outstanding
|
509.7
|
|
|
|
|
521.9
|
|
|
|
|
509.6
|
|
|
|
|
482.8
|
|
|
|
(a)
|
Adjustment represents exclusion of the pre-tax loss related to Mylan's clean energy investments and related financing, the activities of which qualify for income tax credits under Section 45 of the Code. The amount is included in other expense, net in the Condensed Consolidated Statements of Operations.
|
(b)
|
Acquisition related costs primarily relate to ongoing acquisition and integration activities. Acquisition related costs included in other expense, net include approximately $84.2 million of unrealized mark-to-market losses related to the Company's SEK non-designated foreign currency contracts and approximately $37.9 million and $45.2 million related to the amortization and write off of deferred financing fees related to the termination of the 2016 Bridge Credit Agreement for the three and six months ended June 30, 2016, respectively. Acquisition related costs for the three and six months ended June 30, 2016, also includes approximately $12.5 million of interest expense, net of interest income, related to the issuance of June 2016 Senior Notes for the period prior to the anticipated completion date of the Offer.
|
(c)
|
R&D expense includes a $45 million upfront payment to Momenta and $15 million of milestone payments to Theravance Biopharma for the six months ended June 30, 2016. In addition, included in this amount for the three and six months ended June 30, 2016 is approximately
$9.4 million
and
$13.3 million
, respectively, of R&D expense incurred related to the Company’s collaboration with Momenta.
|
•
|
an increase in non-cash expenses of
$206.9 million
. The increase in non-cash expenses was principally the result of increased depreciation and amortization as a result of acquisitions completed during 2015, write off of certain financing fees, the unrealized mark-to-market losses on acquisition-related foreign currency derivatives and a number of other non-cash charges including the accretion of the contingent consideration liability and increased losses in equity method investments, which were partially offset by decreased litigation settlements, increased deferred tax benefits and increased inventory reserves;
|
•
|
a net increase in the amount of cash
provided by
changes in income taxes payable of
$169.7 million
as a result of a lower amount of estimated tax payments made during the current year; and
|
•
|
a net increase in the amount of cash provided by changes in accounts receivable, including estimated sales allowances, of
$33.5 million
, reflecting the timing of sales, cash collections and disbursements related to sales allowances.
|
•
|
a
net increase
in the amount of cash
used through
changes in trade accounts payable of
$215.0 million
as a result of the timing of cash payments; and
|
•
|
a
net increase
in the amount of cash
used through
changes in other operating assets and liabilities of
$33.4 million
principally as a result of the timing of certain payroll related payments.
|
•
|
an increase in net cash paid for acquisitions of
$943.3 million
which relates to the Company’s acquisition of the non-sterile, topicals-focused business of
Renaissance Acquisition Holdings, LLC
(the “
Topicals Business
”);
|
•
|
an increase in payments for product rights and other investing activities, net, which totaled
$180.0 million
for the
six months ended
June 30, 2016
, as compared to
$104.6 million
in the prior year period. In the current year, the Company paid
$57.9 million
to acquire a marketed pharmaceutical product and
$90 million
to acquire certain European intellectual property rights and marketing authorizations, which was accrued for at December 31, 2015;
|
•
|
an increase in the change in restricted cash which totaled
$50.6 million
for the six months ended June 30, 2016, as compared to
$11.2 million
in the prior year period. In the current year, restricted cash increased approximately
$50 million
related to amounts deposited in escrow for potential contingent consideration payments in connection with the acquisition of the
Topicals Business
; and
|
•
|
a
decrease
in proceeds from the sale of marketable securities which totaled
$10.9 million
for the six months ended June 30, 2016, as compared to
$21.6 million
in the prior year period.
|
•
|
a
decrease
in the purchase of marketable securities, which totaled
$17.3 million
during the
six months ended
June 30, 2016
, as compared to
$51.6 million
in the prior year period. This change is primarily attributable to the Company’s investment in
Theravance Biopharma
’s common stock in the prior year; and
|
•
|
a decrease in capital expenditures, primarily for equipment and facilities, which totaled approximately
$121.0 million
in the current period, compared to
$122.0 million
in the comparable prior year period. While there can be no assurance that current expectations will be realized, capital expenditures for the
2016
calendar year are expected to be approximately
$400 million
to
$500 million
.
|
•
|
an increase in proceeds from long-term debt of
$6.2 billion
which was attributable to the Company’s issuance of
$1.00 billion
aggregate principal amount of
2.500%
Senior Notes due 2019,
$2.25 billion
aggregate principal amount of
3.150%
Senior Notes due 2021,
$2.25 billion
aggregate principal amount of
3.950%
Senior Notes due 2026, and
$1.00 billion
aggregate principal amount of
5.250%
Senior Notes due 2046 (collectively, the “June 2016 Senior Notes”) in the second quarter of 2016 in anticipation of the completion of the Offer. In the prior year period, the Company received proceeds of approximately $305 million under the Revolving Facility; and
|
•
|
a
decrease
in payments of long-term debt, which totaled
$500.0 million
for the six months ended June 30, 2016, as compared to
$973.6 million
for the six months ended June 30, 2015. In the current year, the Company paid the principal amount of
$500.0 million
on the
1.800%
Senior Notes due 2016 which matured on
June 24, 2016
. In the prior year, the Company made payments of approximately $145 million on the Revolving Facility and paid $828.5 million in connection with the conversion of a portion of the Cash Convertible Notes.
|
•
|
a
decrease
in proceeds from the cash convertible note hedge which totaled
$667.9 million
in the prior year and zero in the current year as the cash convertible note hedge settled in the third quarter of 2015 in conjunction with the maturity and full redemption of the Cash Convertible Notes;
|
•
|
a decrease in proceeds from the exercise of stock options which totaled
$6.8 million
in the current year, as compared to
$86.4 million
in the prior year period; and
|
•
|
a decrease in net short-term borrowings, which totaled
$54.7 million
in the current year as compared to
$105.6 million
in the prior year period due to reduced borrowings under the Company’s accounts receivable securitization facility.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
|
|
Mylan N.V.
(Registrant)
|
|
|
|
|
By:
|
/s/ Heather Bresch
|
|
|
Heather Bresch
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
/s/ Kenneth S. Parks
|
|
|
Kenneth S. Parks
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Dated: April 13, 2016
|
By
|
/s/ John D. Sheehan
|
|
|
John D. Sheehan
|
|
MYLAN INC:
|
|
Dated: April 13, 2016
|
By
|
/s/ Bradley L. Wideman
|
|
|
Name:Bradley L. Wideman
|
|
|
Title: Vice President, Assoc. General Counsel and Asst. Secretary
|
If to the Company:
|
Mylan Inc.
1000 Mylan Blvd. Canonsburg, Pennsylvania 15317 Attn: Global General Counsel Fax: 724-514-1871 |
If to Executive:
|
at the most recent address on record at the Company
|
MYLAN INC.
|
|
EXECUTIVE:
|
/s/ Robert J. Coury
|
|
/s/ Kenneth S. Parks
|
By: Robert J. Coury
|
|
Kenneth S. Parks
|
Its: Executive Chairman
|
|
|
1.
|
Certain Definitions.
|
(a)
|
“Effective Date” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or anticipation of a Change of Control, then “Effective Date” means the date immediately prior to the date of such termination of employment. For the sake of clarity, it is understood that if the Executive’s employment terminates prior to the Effective Date other than as described in the preceding sentence, this Agreement shall thereupon be null and void and of no further force and effect.
|
(b)
|
“Change of Control Period” means the period commencing on the date hereof and ending on the third anniversary of the date hereof;
provided
,
however
, that, commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless, at least 60 days prior to a Renewal Date no less than three years from the date hereof, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.
|
(c)
|
“Affiliated Company” means any company controlled by, controlling or under common control with the Company.
|
(d)
|
“Change of Control” means:
|
(1)
|
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding ordinary shares of Mylan N.V. (the “Outstanding Ordinary Shares”) or (B) the combined voting power of the then-outstanding voting securities of Mylan N.V. entitled to vote generally in the election of directors (the “Outstanding Voting Securities”);
provided
,
however
, that, for purposes of this Section 1(d), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Mylan N.V., (ii) any acquisition by Mylan N.V., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C);
|
(2)
|
Individuals who, as of the date hereof, constitute the Board (the Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
provided
,
however
, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Mylan N.V.’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
|
(3)
|
Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Mylan N.V. or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Mylan N.V., or the acquisition of assets or stock of another entity by Mylan N.V. or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Ordinary Shares and the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns Mylan N.V. or all or substantially all of Mylan N.V.’s assets either directly or through one or more
|
(4)
|
Approval by the shareholders of Mylan N.V. of a complete liquidation or dissolution of Mylan N.V.
|
(e)
|
“Employment Agreement” means the Executive Employment Agreement effective as of June 6, 2016, by and between the Company and the Executive, and any extension or modification thereof or any successor agreement thereto.
|
2.
|
Employment Period; Employment Agreement.
The Company hereby agrees to continue the Executive in its employ, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “Employment Period”), provided the Employment Period shall terminate sooner upon the Executive’s termination of employment for any reason. Upon the Effective Date, the Employment Agreement, with the exception of Section 10 thereof (relating to indemnification), which shall survive in all respects, shall be null and void and of no further force or effect, provided the Executive shall be paid all amounts earned and due to the Executive thereunder within twenty-four (24) hours of the Effective Date, subject in all respects to Section 6 below.
|
3.
|
Terms of Employment.
|
(a)
|
Position and Duties.
|
(1)
|
During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respect with the most significant of those held, exercised and assigned at any time during the 180-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the office where the Executive was employed immediately
|
(2)
|
During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and Affiliated Companies and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.
|
(b)
|
Compensation.
|
(1)
|
Base Salary.
During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the Executive’s last salary review. The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.
|
(2)
|
Annual Bonus.
In addition to the Annual Base Salary, the Executive shall participate in a bonus program during the Employment Period and have a bonus which is no less favorable than the bonus for other employees of his level at the Company and its Affiliated Companies.
|
(3)
|
Incentive, Savings and Retirement Plans.
During the Employment Period, the Executive shall be entitled to participate in all cash incentive, equity incentive, savings and retirement plans, practices,
|
(4)
|
Welfare Benefit Plans.
During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and the Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and the Affiliated Companies (with such appropriate deviations by virtue of country of residence, commensurate with deviations in place prior to the Effective Date), but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies. If, on or prior to the Executive’s Date of Termination (as defined herein), the Executive has attained at least age 50 with at least 20 years of service with the Company (including all cumulative service, notwithstanding any breaks in service) the Executive shall be entitled to retiree medical and life insurance benefits at least equal to those that were provided to peer executives of the Company and the Affiliated Companies and their dependents (taking into account any required employee contributions, co-payments and similar costs imposed on the executives and the executives’ dependents and the tax treatment of participation in the plans, programs, practices and policies by the executive and the executives’ dependents) (with such appropriate deviations by virtue of country of residence, commensurate with deviations in place prior to
|
(5)
|
Expenses.
During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and the Affiliated Companies in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.
|
(6)
|
Fringe Benefits.
During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and the Affiliated Companies in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.
|
(7)
|
Office and Support Staff.
During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and the Affiliated Companies at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.
|
(8)
|
Vacation.
During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and the Affiliated Companies as in effect for the Executive at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.
|
4.
|
Termination of Employment.
|
(a)
|
Death or Disability.
The Executive’s employment shall terminate automatically if the Executive dies during the Employment Period. If either the Company or the Executive (or his legal representative) determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period, such party may give the other party written notice (“Disability Notice”) in accordance with Section 12(b) of his or its intention that the Executive’s employment be terminated. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of the Disability Notice by the Executive or by the Company, as the case may be (the “Disability Effective Date”), provided that, within 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.
|
(b)
|
Cause.
The Company may terminate the Executive’s employment during the Employment Period for Cause. “Cause” means:
|
(1)
|
the willful and continued failure of the Executive to perform substantially the Executive’s duties (as contemplated by Section 3(a)(1)(A)) with the Company or any Affiliated Company (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive’s delivery of a Notice of Termination for Good Reason (as defined herein)), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive’s ditties, or
|
(2)
|
the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.
|
(c)
|
Good Reason.
The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means:
|
(1)
|
the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a), or any other diminution in such position (or removal from such position), authority, duties or responsibilities (whether or not occurring solely as a result of Mylan N.V. ceasing to be a publicly traded entity or becoming a subsidiary or a division of a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;
|
(2)
|
any failure by the Company to comply with any of the provisions of Section 3(b), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;
|
(3)
|
the Company’s requiring the Executive (i) to be based at any office or location other than as provided in Section 3(a)(1)(B), (ii) to be based at a location other than the principal executive offices of the Company if the Executive was employed at such location immediately preceding the Effective Date, or (iii) to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;
|
(4)
|
the failure by the Company to pay to the Executive any portion of any installment of deferred compensation, or lump sum under any deferred compensation program of the Company within 7 days after the Executive provides the Company with written notice of the failure to pay such compensation when it is due;
|
(5)
|
the failure by the Company to provide the Executive with the number of paid vacation days and holidays to which the Executive was entitled as of the Effective Date;
|
(6)
|
any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;
|
(7)
|
any failure by the Company to comply with and satisfy Section 11(c);
|
(8)
|
if Mylan N.V. (or the entity effectuating a Change of Control) continues to exist and be a company registered under the Exchange Act after the Effective Date and continues to have in effect an equity-compensation plan, the failure of Mylan N.V. (or the entity effectuating the Change of Control) to grant to the Executive equity-based compensation with respect to a number of ordinary shares of Mylan N.V. (or shares of common stock of the entity effectuating the Change of Control) or value at least as great as that which the Executive received during the three calendar years immediately prior to the Effective Date, which equity-based compensation is on terms, including pricing relative to the market price at the time of grant, that is at least as favorable to the Executive as the terms of the grant last made to the Executive prior to the Effective Date; or
|
(9)
|
failure to include the Executive in any program or plan of benefits (including, but not limited to, stock option and deferred compensation plans), and failure to provide the Executive similar levels of benefit amounts or coverage, which benefits are either provided or otherwise offered to peer executives of the Company and the Affiliated Companies following the Effective Date.
|
(10)
|
the Executive’s termination of employment for Disability.
|
(d)
|
Notice of Termination.
Any termination by the Company for Cause, or by the Executive for Good Reason (other than Disability, which is addressed in Section 4(a)), shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b). “Notice of Termination”
|
(e)
|
Date of Termination.
“Date of Termination” means (1) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified in the Notice of Termination (which date shall not be more than 30 days after the giving of such notice), as the case may be, (2) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (3) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.
|
5.
|
Obligations of the Company upon Termination.
|
(a)
|
Good Reason, Death or Disability; Other Than for Cause.
If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or the Executive resigns for Good Reason or if the Executive’s employment is terminated as a result of the Executive’s death or Disability:
|
(1)
|
the Company shall pay to the Executive (or the Executive’s estate or beneficiary, in the event of the Executive’s death), in a lump sum in cash within 30 days after the Date of Termination (or, if required by Section 409A of the Code to avoid the imposition of additional taxes, on the date that is six (6) months following the Date of Termination), the aggregate of the following amounts:
|
(A)
|
the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (ii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case, to the extent not
|
(B)
|
the amount equal to three (3) times the sum of: (i) the Executive’s then-current Annual Base Salary, plus (ii) an amount equal to the highest bonus determined to date under Section 4(b) of the Employment Agreement or paid to the Executive hereunder (in the case of death or the Executive’s Disability, reduced (but not below zero) by any disability or death benefits that the Executive or the Executive’s estate or beneficiaries are entitled to pursuant to plans or arrangements of the Company);
|
(2)
|
for three years after the Executive’s Date of Termination (or such shorter period as required by Section 409A of the Code to avoid the imposition of additional taxes), the Company shall continue to provide benefits to the Executive and/or the Executive’s dependents at least equal to those that were provided to them (taking into account any required employee contributions, co-payments and similar costs imposed on the Executive and the Executive’s dependents and the tax treatment of participation in the plans, programs, practices and policies by the Executive and the Executive’s dependents) by or on behalf of the Company and or the Affiliated Companies in accordance with the benefit plans, programs, practices and policies (including those provided under the Employment Agreement) in effect immediately prior to a Change of Control or, if more favorable to the Executive, as in effect any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their dependents;
provided
,
however
, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, program, practice or policy, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, program, practice or policy during such applicable period of eligibility; and
|
(3)
|
to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6).
|
(b)
|
Cause; Other Than for Good Reason.
If the Executive’s employment is terminated for Cause during the Employment Period, the Company shall provide to the Executive (1) the Executive’s Annual Base Salary through the Date of Termination, (2) the amount of any compensation previously deferred by the Executive, and (3) the Other Benefits, in each case, to the extent theretofore unpaid, and shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, the Company shall provide to the Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. In such case, all the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.
|
(c)
|
Conditions to Payment and Acceleration; Section 409A of the Code.
The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary; to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under Section 5 of this Agreement until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in Section 5 that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following the Executive’s termination of employment (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any
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6.
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Employment Agreement; Non-Exclusivity of Rights.
The Executive shall be entitled to the higher of the benefits and compensation payable under this Agreement or those payable under the Employment Agreement as if the Change of Control were deemed a termination without Cause (as defined therein). It is the intent of the parties that nothing in this Agreement or in the Employment Agreement shall affect any right the Executive may have with respect to: (i) any vested or other benefits that the Executive is entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company or the Affiliated Companies at or subsequent to a Change of Control (“Other Benefits”); and (ii) continuing or future participation in any plan, program, policy or practice provided by the Company or the Affiliated Companies and for which the Executive may qualify. If the Executive’s employment is terminated by reason of the Executive’s Disability (or death), with respect to the provision of the Other Benefits, the term “Other Benefits” shall include, and the Executive (or the estate or beneficiary of the Executive, in the event of the Executive’s death) shall be entitled after the Disability Effective Date (or upon the Executive’s death) to receive, disability (or death) benefits and other benefits at least equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives (or to the estates and beneficiaries of deceased executives) and/or their families in accordance with such plans, programs, practices and policies relating to disability (or death), if any, as in effect generally with respect to other peer executives of the Company and the Affiliated Companies and their families at any time during the 180-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and the Affiliated Companies and their families.
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7.
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No Set-Off; Company’s Obligations; Mitigation.
The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company or its parent may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest or disagreement (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any
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8.
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Section 280G Matters.
Notwithstanding any other provision of this Agreement,
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(a)
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In the event it is determined by an independent nationally recognized public accounting firm, which is engaged and paid for by the Company or its parent prior to the consummation of any transaction constituting a Change of Control (which for purposes of this Section 8 shall mean a change in ownership or control as determined in accordance with the regulations promulgated under Section 280G of the Code), which accounting firm shall in no event be the accounting firm for the entity seeking to effectuate the Change of Control (the “Accountant”), which determination shall be certified by the Accountant and set forth in a certificate delivered to the Executive not less than ten business days prior to the Change of Control setting forth in reasonable detail the basis of the Accountant’s calculations (including any assumptions that the Accountant made in performing the calculations), that part or all of the consideration, compensation or benefits to be paid to the Executive under this Agreement constitute “parachute payments” under Section 280G(b)(2) of the Code, then, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits to be paid to the Executive under any other plan, arrangement or agreement which constitute “parachute payments” (collectively, the “Parachute Amount”) exceeds the maximum amount that would not give rise to any liability under Section 4999 of the Code, the amounts constituting “parachute payments” which would otherwise be payable to the Executive or for his benefit shall be reduced to the maximum amount that would not give rise to any liability under Section 4999 of the Code (the “Reduced Amount”);
provided
that such amounts shall not be so reduced if the Accountant determines that without such reduction the Executive would be entitled to receive and retain, on a net after-tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount which is greater than the amount, on a net after-tax basis, that the Executive would be entitled to retain upon receipt of the Reduced Amount. In connection with making determinations under this Section 8, the Accountant shall take into account any positions to mitigate any excise taxes payable under Section 4999 of the Code, such as the value of any reasonable compensation for services to be rendered by the Executive before or after the Change of Control, including any amounts payable to the Executive following the Executive’s termination of employment hereunder with respect to any non-competition provisions that may apply to the Executive, and the Company shall cooperate in the valuation of any such services, including any non-competition provisions.
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(b)
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If the determination made pursuant to Section 8(a) results in a reduction of the payments that would otherwise be paid to the Executive except for the application of Section 8(a), the Company shall promptly give the Executive notice of such determination. Such reduction in payments shall be first applied to reduce any cash payments that the Executive would otherwise be entitled to receive (whether pursuant to this Agreement or otherwise) and shall thereafter be applied to reduce other payments and benefits, in each case, in reverse order beginning with the payments or benefits that are to be paid the furthest in time from the date of such determination, unless, to the extent permitted by Section 409A of the Code, the Executive elects to have the reduction in payments applied in a different order; provided that, in no event may such payments be reduced in a manner that would result in subjecting the Executive to additional taxation under Section 409A of the Code.
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(c)
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As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time of a determination hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the Executive’s benefit pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the Executive’s benefit pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accountant, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accountant believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the Executive’s benefit shall be repaid by the Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code;
provided
,
however
, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accountant, based on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the Executive’s benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.
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9.
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Covenants of Executive.
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(a)
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Confidential Information.
The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or
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(b)
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Non-Competition.
In consideration for the protections provided to the Executive under this Agreement, the Executive agrees that from the Date of Termination until the first anniversary thereof (the “Covenant Period”), the Executive will not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or (other than through the ownership of not more than five percent (5%) of the voting stock of any publicly held corporation) have any financial interest in, or aid or assist anyone else in the conduct of, a business which at the time of such termination competes in the United States with a business conducted by the Company or any group, division, parent or subsidiary of the Company (“Company Group”) as of the Date of Termination. Notwithstanding the foregoing, the Executive’s employment by a business that competes with the business of the Company or its parent, or the retention of the Executive as a consultant by any such business shall not violate this Section 9(b) if the Executive’s duties and actions for the business are solely for groups, divisions or subsidiaries that are not engaged in a business that competes with a business conducted by the Company or its parent. No business shall be deemed to be a business conducted by the Company or its parent unless the Company or its parent was engaged in the business as of the Date of Termination and continues to be engaged in the business and at least twenty-five percent (25%) of the Company’s or its parent’s consolidated gross sales and operating revenues, or net income, is derived from, or at least twenty-five percent (25%) of the Company’s or its parent’s consolidated assets are devoted to, such business and no business shall be deemed to compete with a business conducted by the Company or its parent unless at least twenty-five percent (25%) of the consolidated gross sales and operating revenues, or net income, of any consolidated group that includes the business, is derived from, or at least twenty-five percent (25%) of the consolidated assets of any such consolidated group are devoted to, such business.
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(c)
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Non-Solicitation.
During the Covenant Period, the Executive shall not solicit on the Executive’s behalf or on behalf of any other person the services, as employee, consultant or otherwise of any person who on the Date of Termination is employed by the Company Group, whether or not such person would commit any breach of his contract of service in leaving such
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(d)
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Continuation of Employment.
The Executive agrees not to voluntarily terminate employment with the Company (other than (i) as a result of an event that would constitute Good Reason that is at the request of a third party that has taken steps reasonably calculated to effectuate a Change of Control or otherwise arose in connection with or in anticipation of a Change of Control or (ii) by reason of non-extension or non-renewal of the Employment Agreement or such other employment agreement entered into by and between the Executive and the Company from time to time) from such time as the Company has entered into an agreement that would result in a Change of Control until the Change of Control;
provided
, that such provision shall cease to apply upon the termination of such agreement or if the Change of Control has not occurred within one year following the execution of such agreement
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10.
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Arbitration.
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction;
provided
,
however
, that the Executive shall be entitled to seek specific performance of the Executive’s right to be paid any amounts or provided with any benefits due to the Executive hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.
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11.
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Successors.
|
(a)
|
This Agreement is personal to the Executive, and, without the prior written consent of the Company, shall not be assignable by the Executive;
provided
,
however
, the Executive may designate one or more beneficiaries to receive amounts payable hereunder after his death. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.
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(b)
|
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Except as provided in Section 11(c),
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(c)
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The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Mylan N.V. to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For purposes of this Section 11(c), “Mylan N.V.” means Mylan N.V. and any successor to its business and/or assets that assumes and agrees to perform this Agreement by operation of law or otherwise.
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12.
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Miscellaneous.
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(a)
|
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors, permitted assigns and legal representatives.
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(b)
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All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
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(c)
|
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any invalid or unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this Agreement shall be construed and enforced as if the Agreement did not contain that particular provision to the extent of its invalidity or unenforceability, provided that in lieu of any such invalid or unenforceable
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(d)
|
The Company may withhold from any amounts payable under this Agreement such United States federal, state or local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
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(e)
|
The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason under Section 4(c), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
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(f)
|
The Executive and the Company acknowledge that, except as provided in the Employment Agreement or any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section 1(a), prior to the Effective Date, the Executive’s employment may be terminated by either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the date of the Effective Date, except for any agreements providing for retirement benefits and as otherwise specifically provided herein (including without limitation in Section 6), this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.
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MYLAN INC.
/s/ Robert J. Coury
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EXECUTIVE:
/s/ Kenneth S. Parks
|
By: Robert J. Coury
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|
Kenneth S. Parks
|
Its: Executive Chairman
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MYLAN PHARMACEUTICALS INC.,
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individually and as initial Servicer
|
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By:
/s/ Colleen Ostrowski
|
Name: Colleen Ostrowski
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Title: Treasurer
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MYLAN SECURITIZATION LLC,
|
as Seller
|
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By:
/s/ Colleen Ostrowski
|
Name: Colleen Ostrowski
|
Title: Director
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S - 1
|
Amendment No. 1 to Mylan A&R Receivables Purchase Agreement
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VICTORY RECEIVABLES CORPORATION,
|
as a Conduit Purchaser
|
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By:
/s/ David V. DeAngelis
|
Name: David V. DeAngelis
|
Title: Vice President
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THE BANK OF TOKYO-MITSUBISHI UFJ,
|
LTD., NEW YORK BRANCH,
|
as Purchaser Agent for the BTMU Group
|
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By:
/s/ Van Dusenbury
|
Name: Van Dusnebury
|
Title: Managing Director
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THE BANK OF TOKYO-MITSUBISHI UFJ,
|
LTD., NEW YORK BRANCH,
|
as Agent
|
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By:
/s/ Van Dusenbury
|
Name: Van Dusenbury
|
Title: Managing Director
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THE BANK OF TOKYO-MITSUBISHI UFJ,
|
LTD., NEW YORK BRANCH,
|
as a Committed Purchaser
|
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By:
/s/ Van Dusenbury
|
Name: Van Dusenbury
|
Title: Managing Director
|
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S - 2
|
Amendment No. 1 to Mylan A&R Receivables Purchase Agreement
|
PNC BANK, NATIONAL ASSOCIATION
|
as Purchaser Agent for the PNC Group
|
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By:
/s/ Michael Brown
|
Name: Michael Brown
|
Title: Senior Vice President
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PNC BANK, NATIONAL ASSOCIATION
|
as a Committed Purchaser and as a LOC Issuer
|
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By:
/s/ Michael Brown
|
Name: Michael Brown
|
Title: Senior Vice President
|
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S - 3
|
Amendment No. 1 to Mylan A&R Receivables Purchase Agreement
|
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S - 4
|
Amendment No. 1 to Mylan A&R Receivables Purchase Agreement
|
MYLAN N.V.,
|
|
by
|
|
|
/s/ Wendy Cameron
|
|
Name: Wendy Cameron
|
|
Title: Chair of the Compensation Committee
|
MYLAN INC., solely for purposes of Sections 1, 2, 8, 11 and 13 through 20
|
|
by
|
|
|
/s/ Wendy Cameron
|
|
Name: Wendy Cameron
|
|
Title: Authorized Signatory
|
/s/ Robert J. Coury
|
Robert J. Coury
|
Number of RSUs:
|
1,000,000
|
Vesting Dates:
|
75% of the Chairman Retention RSUs shall vest on June 24, 2019
25% of the Chairman Retention RSUs shall vest on June 24, 2021
|
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/s/ Heather Bresch
|
|
Heather Bresch
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ Kenneth S. Parks
|
|
Kenneth S. Parks
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
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/s/ Heather Bresch
|
|
Heather Bresch
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
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/s/ Kenneth S. Parks
|
|
Kenneth S. Parks
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
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