|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
The Netherlands
|
|
98-1189497
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
||
|
|
Page
|
|
PART I — FINANCIAL INFORMATION
|
|
ITEM 1.
|
Condensed Consolidated Financial Statements (unaudited)
|
|
|
||
|
||
|
||
|
||
|
|
|
|
||
|
|
|
ITEM 2.
|
||
|
|
|
ITEM 3.
|
||
|
|
|
ITEM 4.
|
||
|
|
|
|
PART II — OTHER INFORMATION
|
|
ITEM 1.
|
||
|
|
|
ITEM 1A.
|
||
|
|
|
ITEM 6.
|
||
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues:
|
|
|
|
||||
Net sales
|
$
|
2,687.4
|
|
|
$
|
2,176.1
|
|
Other revenues
|
32.1
|
|
|
15.2
|
|
||
Total revenues
|
2,719.5
|
|
|
2,191.3
|
|
||
Cost of sales
|
1,634.5
|
|
|
1,284.3
|
|
||
Gross profit
|
1,085.0
|
|
|
907.0
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
217.5
|
|
|
253.6
|
|
||
Selling, general and administrative
|
631.3
|
|
|
549.3
|
|
||
Litigation settlements and other contingencies, net
|
9.0
|
|
|
(1.5
|
)
|
||
Total operating expenses
|
857.8
|
|
|
801.4
|
|
||
Earnings from operations
|
227.2
|
|
|
105.6
|
|
||
Interest expense
|
138.2
|
|
|
70.3
|
|
||
Other expense, net
|
17.4
|
|
|
16.3
|
|
||
Earnings before income taxes
|
71.6
|
|
|
19.0
|
|
||
Income tax provision
|
5.2
|
|
|
5.1
|
|
||
Net earnings
|
$
|
66.4
|
|
|
$
|
13.9
|
|
Earnings per ordinary share:
|
|
|
|
||||
Basic
|
$
|
0.12
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.03
|
|
Weighted average ordinary shares outstanding:
|
|
|
|
||||
Basic
|
534.5
|
|
|
489.8
|
|
||
Diluted
|
536.9
|
|
|
509.6
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net earnings
|
$
|
66.4
|
|
|
$
|
13.9
|
|
Other comprehensive earnings (loss), before tax:
|
|
|
|
||||
Foreign currency translation adjustment
|
434.2
|
|
|
502.0
|
|
||
Change in unrecognized loss and prior service cost related to defined benefit plans
|
—
|
|
|
(0.3
|
)
|
||
Net unrecognized gain (loss) on derivatives in cash flow hedging relationships
|
32.4
|
|
|
(49.1
|
)
|
||
Net unrecognized loss on derivatives in net investment hedging relationships
|
(9.9
|
)
|
|
—
|
|
||
Net unrealized gain on marketable securities
|
7.7
|
|
|
4.4
|
|
||
Other comprehensive earnings, before tax
|
464.4
|
|
|
457.0
|
|
||
Income tax provision (benefit)
|
13.7
|
|
|
(16.8
|
)
|
||
Other comprehensive earnings, net of tax
|
450.7
|
|
|
473.8
|
|
||
Comprehensive earnings
|
$
|
517.1
|
|
|
$
|
487.7
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
723.8
|
|
|
$
|
998.8
|
|
Accounts receivable, net
|
2,872.0
|
|
|
3,310.9
|
|
||
Inventories
|
2,547.8
|
|
|
2,456.4
|
|
||
Prepaid expenses and other current assets
|
921.9
|
|
|
756.4
|
|
||
Total current assets
|
7,065.5
|
|
|
7,522.5
|
|
||
Property, plant and equipment, net
|
2,338.0
|
|
|
2,322.2
|
|
||
Intangible assets, net
|
14,370.0
|
|
|
14,447.8
|
|
||
Goodwill
|
9,394.1
|
|
|
9,231.9
|
|
||
Deferred income tax benefit
|
564.0
|
|
|
633.2
|
|
||
Other assets
|
541.0
|
|
|
568.6
|
|
||
Total assets
|
$
|
34,272.6
|
|
|
$
|
34,726.2
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|||||||
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
1,141.4
|
|
|
$
|
1,348.1
|
|
Short-term borrowings
|
31.0
|
|
|
46.4
|
|
||
Income taxes payable
|
31.0
|
|
|
97.7
|
|
||
Current portion of long-term debt and other long-term obligations
|
294.4
|
|
|
290.0
|
|
||
Other current liabilities
|
3,026.4
|
|
|
3,258.5
|
|
||
Total current liabilities
|
4,524.2
|
|
|
5,040.7
|
|
||
Long-term debt
|
14,700.8
|
|
|
15,202.9
|
|
||
Deferred income tax liability
|
2,019.1
|
|
|
2,006.4
|
|
||
Other long-term obligations
|
1,372.5
|
|
|
1,358.6
|
|
||
Total liabilities
|
22,616.6
|
|
|
23,608.6
|
|
||
Equity
|
|
|
|
||||
Mylan N.V. shareholders’ equity
|
|
|
|
||||
Ordinary shares — nominal value €0.01 per ordinary share
|
|
|
|
||||
Shares authorized: 1,200,000,000
|
|
|
|
||||
Shares issued: 537,237,925 and 536,639,291 as of March 31, 2017 and December 31, 2016
|
6.0
|
|
|
6.0
|
|
||
Additional paid-in capital
|
8,522.0
|
|
|
8,499.3
|
|
||
Retained earnings
|
5,008.5
|
|
|
4,942.1
|
|
||
Accumulated other comprehensive loss
|
(1,813.0
|
)
|
|
(2,263.7
|
)
|
||
|
11,723.5
|
|
|
11,183.7
|
|
||
Noncontrolling interest
|
—
|
|
|
1.4
|
|
||
Less: Treasury stock — at cost
|
|
|
|
||||
Ordinary shares: 1,311,193 as of March 31, 2017 and December 31, 2016
|
67.5
|
|
|
67.5
|
|
||
Total equity
|
11,656.0
|
|
|
11,117.6
|
|
||
Total liabilities and equity
|
$
|
34,272.6
|
|
|
$
|
34,726.2
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
66.4
|
|
|
$
|
13.9
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
415.5
|
|
|
297.1
|
|
||
Share-based compensation expense
|
23.1
|
|
|
26.5
|
|
||
Deferred income tax expense
|
35.6
|
|
|
38.5
|
|
||
Loss from equity method investments
|
33.2
|
|
|
30.9
|
|
||
Other non-cash items
|
98.8
|
|
|
81.0
|
|
||
Litigation settlements and other contingencies, net
|
8.9
|
|
|
0.3
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
286.7
|
|
|
83.5
|
|
||
Inventories
|
(105.6
|
)
|
|
(222.8
|
)
|
||
Trade accounts payable
|
(242.7
|
)
|
|
(57.2
|
)
|
||
Income taxes
|
(175.0
|
)
|
|
(84.7
|
)
|
||
Other operating assets and liabilities, net
|
8.0
|
|
|
(126.5
|
)
|
||
Net cash provided by operating activities
|
452.9
|
|
|
80.5
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Cash paid for acquisitions, net
|
(71.6
|
)
|
|
—
|
|
||
Capital expenditures
|
(58.4
|
)
|
|
(51.8
|
)
|
||
Proceeds from sale of assets
|
31.1
|
|
|
—
|
|
||
Change in restricted cash
|
12.7
|
|
|
—
|
|
||
Purchase of marketable securities
|
(2.3
|
)
|
|
(8.5
|
)
|
||
Proceeds from sale of marketable securities
|
2.3
|
|
|
5.9
|
|
||
Payments for product rights and other, net
|
(77.9
|
)
|
|
(105.6
|
)
|
||
Net cash used in investing activities
|
(164.1
|
)
|
|
(160.0
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments of long-term debt
|
(550.0
|
)
|
|
—
|
|
||
Change in short-term borrowings, net
|
(17.6
|
)
|
|
65.1
|
|
||
Taxes paid related to net share settlement of equity awards
|
(6.1
|
)
|
|
(6.9
|
)
|
||
Contingent consideration payments
|
(3.8
|
)
|
|
—
|
|
||
Payments of financing fees
|
(3.7
|
)
|
|
(31.6
|
)
|
||
Proceeds from exercise of stock options
|
5.0
|
|
|
3.6
|
|
||
Other items, net
|
0.5
|
|
|
0.3
|
|
||
Net cash (used in) provided by financing activities
|
(575.7
|
)
|
|
30.5
|
|
||
Effect on cash of changes in exchange rates
|
11.9
|
|
|
12.4
|
|
||
Net decrease in cash and cash equivalents
|
(275.0
|
)
|
|
(36.6
|
)
|
||
Cash and cash equivalents — beginning of period
|
998.8
|
|
|
1,236.0
|
|
||
Cash and cash equivalents — end of period
|
$
|
723.8
|
|
|
$
|
1,199.4
|
|
1.
|
General
|
2.
|
Revenue Recognition and Accounts Receivable
|
(In millions)
|
March 31,
2017 |
|
December 31,
2016 |
||||
Trade receivables, net
|
$
|
2,568.2
|
|
|
$
|
3,015.4
|
|
Other receivables
|
303.8
|
|
|
295.5
|
|
||
Accounts receivable, net
|
$
|
2,872.0
|
|
|
$
|
3,310.9
|
|
3.
|
Recent Accounting Pronouncements
|
4.
|
Acquisitions and Other Transactions
|
(In millions)
|
Preliminary Purchase Price Allocation as of December 31, 2016
(a)
|
|
Measurement Period Adjustments
(b)
|
|
Preliminary Purchase Price Allocation as of March 31, 2017 (as adjusted)
|
||||||
Current assets (excluding inventories and net of cash acquired)
|
$
|
482.5
|
|
|
$
|
—
|
|
|
$
|
482.5
|
|
Inventories
|
463.1
|
|
|
—
|
|
|
463.1
|
|
|||
Property, plant and equipment
|
177.5
|
|
|
—
|
|
|
177.5
|
|
|||
Identified intangible assets
|
8,060.7
|
|
|
—
|
|
|
8,060.7
|
|
|||
Goodwill
|
3,676.9
|
|
|
1.7
|
|
|
3,678.6
|
|
|||
Other assets
|
9.5
|
|
|
—
|
|
|
9.5
|
|
|||
Total assets acquired
|
12,870.2
|
|
|
1.7
|
|
|
12,871.9
|
|
|||
Current liabilities
|
(1,105.9
|
)
|
|
—
|
|
|
(1,105.9
|
)
|
|||
Long-term debt, including current portion
|
(2,864.6
|
)
|
|
—
|
|
|
(2,864.6
|
)
|
|||
Deferred tax liabilities
|
(1,613.9
|
)
|
|
(1.7
|
)
|
|
(1,615.6
|
)
|
|||
Pension and other postretirement benefits
|
(322.3
|
)
|
|
—
|
|
|
(322.3
|
)
|
|||
Other noncurrent liabilities
|
(42.4
|
)
|
|
—
|
|
|
(42.4
|
)
|
|||
Net assets acquired
|
$
|
6,921.1
|
|
|
$
|
—
|
|
|
$
|
6,921.1
|
|
(a)
|
As previously reported in the Company’s December 31, 2016 Annual Report on Form 10-K, as amended.
|
(b)
|
The measurement period adjustments were recorded in the first quarter of 2017 and are primarily related to certain income tax adjustments to reflect facts and circumstances that existed as of the acquisition date.
|
|
Three Months Ended
|
||
|
March 31,
|
||
(Unaudited, in millions, except per share amounts)
|
2016
|
||
Total revenues
|
$
|
2,687.7
|
|
Net earnings
|
$
|
10.1
|
|
Earnings per ordinary share:
|
|
||
Basic
|
$
|
0.02
|
|
Diluted
|
$
|
0.02
|
|
Weighted average ordinary shares outstanding:
|
|
||
Basic
|
518.0
|
|
|
Diluted
|
537.8
|
|
5.
|
Share-Based Incentive Plan
|
|
Number of Shares
Under Stock Awards
|
|
Weighted
Average
Exercise Price
per Share
|
|||
Outstanding at December 31, 2016
|
7,699,441
|
|
|
$
|
33.38
|
|
Granted
|
706,995
|
|
|
45.02
|
|
|
Exercised
|
(242,795
|
)
|
|
21.27
|
|
|
Forfeited
|
(161,159
|
)
|
|
50.43
|
|
|
Outstanding at March 31, 2017
|
8,002,482
|
|
|
$
|
34.43
|
|
Vested and expected to vest at March 31, 2017
|
7,723,468
|
|
|
$
|
33.98
|
|
Exercisable at March 31, 2017
|
5,976,527
|
|
|
$
|
30.24
|
|
|
Number of
Restricted
Stock Awards
|
|
Weighted Average
Grant-Date
Fair Value per Share
|
|||
Nonvested at December 31, 2016
|
5,667,830
|
|
|
$
|
42.46
|
|
Granted
|
1,255,062
|
|
|
45.17
|
|
|
Released
|
(483,902
|
)
|
|
52.54
|
|
|
Forfeited
|
(117,259
|
)
|
|
49.99
|
|
|
Nonvested at March 31, 2017
|
6,321,731
|
|
|
$
|
42.09
|
|
6.
|
Pensions and Other Postretirement Benefits
|
|
Pension and Other Postretirement Benefits
|
||||||
|
March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Service cost
|
$
|
5.0
|
|
|
$
|
3.9
|
|
Interest cost
|
3.7
|
|
|
1.5
|
|
||
Expected return on plan assets
|
(3.5
|
)
|
|
(2.0
|
)
|
||
Amortization of prior service costs
|
0.1
|
|
|
0.1
|
|
||
Recognized net actuarial losses
|
0.2
|
|
|
0.2
|
|
||
Net periodic benefit cost
|
$
|
5.5
|
|
|
$
|
3.7
|
|
7.
|
Balance Sheet Components
|
(In millions)
|
March 31,
2017 |
|
December 31,
2016 |
||||
Raw materials
|
$
|
833.8
|
|
|
$
|
783.4
|
|
Work in process
|
427.3
|
|
|
436.0
|
|
||
Finished goods
|
1,286.7
|
|
|
1,237.0
|
|
||
Inventories
|
$
|
2,547.8
|
|
|
$
|
2,456.4
|
|
(In millions)
|
March 31,
2017 |
|
December 31, 2016
|
||||
Prepaid expenses
|
$
|
177.0
|
|
|
$
|
169.1
|
|
Restricted cash
|
135.8
|
|
|
148.1
|
|
||
Available-for-sale securities
|
91.3
|
|
|
83.7
|
|
||
Fair value of financial instruments
|
88.2
|
|
|
62.2
|
|
||
Trading securities
|
30.7
|
|
|
29.6
|
|
||
Other current assets
|
398.9
|
|
|
263.7
|
|
||
Prepaid expenses and other current assets
|
$
|
921.9
|
|
|
$
|
756.4
|
|
(In millions)
|
March 31,
2017 |
|
December 31, 2016
|
||||
Machinery and equipment
|
$
|
2,245.3
|
|
|
$
|
2,227.9
|
|
Buildings and improvements
|
1,124.8
|
|
|
1,106.5
|
|
||
Construction in progress
|
330.4
|
|
|
328.8
|
|
||
Land and improvements
|
147.6
|
|
|
144.7
|
|
||
Gross property, plant and equipment
|
3,848.1
|
|
|
3,807.9
|
|
||
Accumulated depreciation
|
1,510.1
|
|
|
1,485.7
|
|
||
Property, plant and equipment, net
|
$
|
2,338.0
|
|
|
$
|
2,322.2
|
|
(In millions)
|
March 31,
2017 |
|
December 31, 2016
|
||||
Equity method investments, clean energy investments
|
$
|
305.6
|
|
|
$
|
320.6
|
|
Equity method investments, Sagent Agila
|
58.6
|
|
|
75.8
|
|
||
Other long-term assets
|
176.8
|
|
|
172.2
|
|
||
Other assets
|
$
|
541.0
|
|
|
$
|
568.6
|
|
(In millions)
|
March 31,
2017 |
|
December 31,
2016 |
||||
Trade accounts payable
|
$
|
749.6
|
|
|
$
|
939.5
|
|
Other payables
|
391.8
|
|
|
408.6
|
|
||
Trade accounts payable
|
$
|
1,141.4
|
|
|
$
|
1,348.1
|
|
(In millions)
|
March 31,
2017 |
|
December 31, 2016
|
||||
Accrued sales allowances
|
$
|
616.5
|
|
|
$
|
809.0
|
|
Legal and professional accruals, including litigation accruals
|
723.2
|
|
|
720.4
|
|
||
Payroll and employee benefit plan accruals
|
326.8
|
|
|
409.8
|
|
||
Contingent consideration
|
244.8
|
|
|
256.9
|
|
||
Accrued interest
|
130.7
|
|
|
41.0
|
|
||
Restructuring
|
77.2
|
|
|
138.6
|
|
||
Equity method investments, clean energy investments
|
65.3
|
|
|
64.7
|
|
||
Fair value of financial instruments
|
8.5
|
|
|
15.3
|
|
||
Compulsory acquisition proceeding
|
—
|
|
|
70.2
|
|
||
Other
|
833.4
|
|
|
732.6
|
|
||
Other current liabilities
|
$
|
3,026.4
|
|
|
$
|
3,258.5
|
|
(In millions)
|
March 31,
2017 |
|
December 31, 2016
|
||||
Employee benefit liabilities
|
$
|
387.1
|
|
|
$
|
396.7
|
|
Contingent consideration
|
321.2
|
|
|
307.7
|
|
||
Equity method investments, clean energy investments
|
288.5
|
|
|
302.3
|
|
||
Tax contingencies
|
240.5
|
|
|
239.3
|
|
||
Other
|
135.2
|
|
|
112.6
|
|
||
Other long-term obligations
|
$
|
1,372.5
|
|
|
$
|
1,358.6
|
|
8.
|
Equity Method Investments
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Total revenues
|
$
|
122.9
|
|
|
$
|
144.0
|
|
Gross loss
|
(2.7
|
)
|
|
(0.3
|
)
|
||
Operating and non-operating expense
|
5.8
|
|
|
5.7
|
|
||
Net loss
|
$
|
(8.5
|
)
|
|
$
|
(6.0
|
)
|
9.
|
Earnings per Ordinary Share
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions, except per share amounts)
|
2017
|
|
2016
|
||||
Basic earnings (numerator):
|
|
|
|
||||
Net earnings
|
$
|
66.4
|
|
|
$
|
13.9
|
|
Shares (denominator):
|
|
|
|
||||
Weighted average ordinary shares outstanding
|
534.5
|
|
|
489.8
|
|
||
Basic earnings per ordinary share
|
$
|
0.12
|
|
|
$
|
0.03
|
|
Diluted earnings (numerator):
|
|
|
|
||||
Net earnings
|
$
|
66.4
|
|
|
$
|
13.9
|
|
Shares (denominator):
|
|
|
|
||||
Weighted average ordinary shares outstanding
|
534.5
|
|
|
489.8
|
|
||
Share-based awards and warrants
|
2.4
|
|
|
19.8
|
|
||
Total dilutive shares outstanding
|
536.9
|
|
|
509.6
|
|
||
Diluted earnings per ordinary share
|
$
|
0.12
|
|
|
$
|
0.03
|
|
10.
|
Goodwill and Intangible Assets
|
(In millions)
|
North America Segment
|
|
Europe Segment
|
|
Rest of World Segment
|
|
Total
|
||||||||
Balance at December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
3,990.4
|
|
|
$
|
3,859.1
|
|
|
$
|
1,767.4
|
|
|
$
|
9,616.9
|
|
Accumulated impairment losses
|
(385.0
|
)
|
|
—
|
|
|
—
|
|
|
(385.0
|
)
|
||||
|
3,605.4
|
|
|
3,859.1
|
|
|
1,767.4
|
|
|
9,231.9
|
|
||||
Reclassifications
(1)
|
(199.0
|
)
|
|
373.2
|
|
|
(174.2
|
)
|
|
—
|
|
||||
Measurement period adjustments
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
||||
Divestiture
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
||||
Foreign currency translation
|
6.6
|
|
|
77.7
|
|
|
77.5
|
|
|
161.8
|
|
||||
|
$
|
3,413.0
|
|
|
$
|
4,310.4
|
|
|
$
|
1,670.7
|
|
|
$
|
9,394.1
|
|
Balance at March 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
3,798.0
|
|
|
$
|
4,310.4
|
|
|
$
|
1,670.7
|
|
|
$
|
9,779.1
|
|
Accumulated impairment losses
|
(385.0
|
)
|
|
—
|
|
|
—
|
|
|
(385.0
|
)
|
||||
|
$
|
3,413.0
|
|
|
$
|
4,310.4
|
|
|
$
|
1,670.7
|
|
|
$
|
9,394.1
|
|
(1)
|
The reclassifications in the current quarter relate to the allocation of goodwill for the Meda acquisition.
|
(In millions)
|
Weighted
Average Life
(Years)
|
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
March 31, 2017
|
|
|
|
|
|
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||
Product rights and licenses
|
15
|
|
$
|
17,300.9
|
|
|
$
|
3,986.2
|
|
|
$
|
13,314.7
|
|
Patents and technologies
|
20
|
|
116.6
|
|
|
109.6
|
|
|
7.0
|
|
|||
Other
(1)
|
6
|
|
468.8
|
|
|
354.7
|
|
|
114.1
|
|
|||
|
|
|
17,886.3
|
|
|
4,450.5
|
|
|
13,435.8
|
|
|||
In-process research and development
|
|
|
934.2
|
|
|
—
|
|
|
934.2
|
|
|||
|
|
|
$
|
18,820.5
|
|
|
$
|
4,450.5
|
|
|
$
|
14,370.0
|
|
December 31, 2016
|
|
|
|
|
|
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||
Product rights and licenses
|
15
|
|
$
|
16,968.4
|
|
|
$
|
3,585.7
|
|
|
$
|
13,382.7
|
|
Patents and technologies
|
20
|
|
116.6
|
|
|
108.5
|
|
|
8.1
|
|
|||
Other
(1)
|
6
|
|
465.9
|
|
|
330.0
|
|
|
135.9
|
|
|||
|
|
|
17,550.9
|
|
|
4,024.2
|
|
|
13,526.7
|
|
|||
In-process research and development
|
|
|
921.1
|
|
|
—
|
|
|
921.1
|
|
|||
|
|
|
$
|
18,472.0
|
|
|
$
|
4,024.2
|
|
|
$
|
14,447.8
|
|
(1)
|
Other intangible assets consist principally of customer lists, contractual rights and other contracts.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Intangible asset amortization expense
|
$
|
342.4
|
|
|
$
|
242.3
|
|
11.
|
Financial Instruments and Risk Management
|
|
Asset Derivatives
|
||||||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Interest rate swaps
|
Prepaid expenses and other current assets
|
|
$
|
23.9
|
|
|
Prepaid expenses and other current assets
|
|
$
|
26.2
|
|
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
47.5
|
|
|
Prepaid expenses and other current assets
|
|
21.9
|
|
||
Total
|
|
|
$
|
71.4
|
|
|
|
|
$
|
48.1
|
|
|
Asset Derivatives
|
||||||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
$
|
16.9
|
|
|
Prepaid expenses and other current assets
|
|
$
|
14.0
|
|
Total
|
|
|
$
|
16.9
|
|
|
|
|
$
|
14.0
|
|
|
Liability Derivatives
|
||||||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency forward contracts
|
Other current liabilities
|
|
$
|
8.5
|
|
|
Other current liabilities
|
|
$
|
15.3
|
|
Total
|
|
|
$
|
8.5
|
|
|
|
|
$
|
15.3
|
|
|
Location of (Loss) Gain
Recognized in Earnings
on Derivatives
|
|
Amount of (Loss) Gain
Recognized in Earnings on
Derivatives
|
||||||
(In millions)
|
|
Three Months Ended
|
|||||||
|
March 31,
|
||||||||
|
2017
|
|
2016
|
||||||
Interest rate swaps
|
Interest expense
|
|
$
|
(2.4
|
)
|
|
$
|
29.6
|
|
Total
|
|
|
$
|
(2.4
|
)
|
|
$
|
29.6
|
|
|
Location of Gain (Loss)
Recognized in Earnings
on Hedged Items
|
|
Amount of Gain (Loss)
Recognized in Earnings on
Hedged Items
|
||||||
(In millions)
|
|
Three Months Ended
|
|||||||
|
March 31,
|
||||||||
|
2017
|
|
2016
|
||||||
2023 Senior Notes (3.125% coupon)
|
Interest expense
|
|
$
|
2.4
|
|
|
$
|
(29.6
|
)
|
Total
|
|
|
$
|
2.4
|
|
|
$
|
(29.6
|
)
|
|
|
Amount of Gain (Loss)
Recognized in AOCE (Net of Tax) on Derivative (Effective Portion) |
||||||
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Foreign currency forward contracts
|
|
$
|
14.1
|
|
|
$
|
(4.4
|
)
|
Interest rate swaps
|
|
0.7
|
|
|
(35.9
|
)
|
||
Total
|
|
$
|
14.8
|
|
|
$
|
(40.3
|
)
|
|
|
Amount of Loss Recognized in AOCE
(Net of Tax) on Derivative (Effective Portion) |
||||||
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Foreign currency borrowings and forward contracts
|
|
$
|
(9.9
|
)
|
|
$
|
—
|
|
Total
|
|
$
|
(9.9
|
)
|
|
$
|
—
|
|
|
Location of Loss Reclassified
from AOCE into Earnings
(Effective Portion)
|
|
Amount of (Loss) Gain
Reclassified from AOCE
into Earnings
(Effective Portion)
|
||||||
|
|
Three Months Ended
|
|||||||
|
|
March 31,
|
|||||||
(In millions)
|
|
2017
|
|
2016
|
|||||
Foreign currency forward contracts
|
Net sales
|
|
$
|
(5.2
|
)
|
|
$
|
(10.6
|
)
|
Interest rate swaps
|
Interest expense
|
|
(1.8
|
)
|
|
0.9
|
|
||
Total
|
|
|
$
|
(7.0
|
)
|
|
$
|
(9.7
|
)
|
|
Location of (Loss) Gain
Excluded from the
Assessment of
Hedge Effectiveness
|
|
Amount of (Loss) Gain
Excluded from the
Assessment of Hedge Effectiveness
|
||||||
|
|
Three Months Ended
|
|||||||
|
|
March 31,
|
|||||||
(In millions)
|
|
2017
|
|
2016
|
|||||
Foreign currency forward contracts
|
Other expense, net
|
|
$
|
(0.8
|
)
|
|
$
|
7.3
|
|
Total
|
|
|
$
|
(0.8
|
)
|
|
$
|
7.3
|
|
•
|
Level 1:
Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
|
•
|
Level 2:
Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 3:
Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
|
|
March 31, 2017
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
275.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
275.8
|
|
Total cash equivalents
|
275.8
|
|
|
—
|
|
|
—
|
|
|
275.8
|
|
||||
Trading securities:
|
|
|
|
|
|
|
|
||||||||
Equity securities — exchange traded funds
|
30.7
|
|
|
—
|
|
|
—
|
|
|
30.7
|
|
||||
Total trading securities
|
30.7
|
|
|
—
|
|
|
—
|
|
|
30.7
|
|
||||
Available-for-sale fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
18.3
|
|
|
—
|
|
|
18.3
|
|
||||
U.S. Treasuries
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
||||
Agency mortgage-backed securities
|
—
|
|
|
3.8
|
|
|
—
|
|
|
3.8
|
|
||||
Asset backed securities
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
Other
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
||||
Total available-for-sale fixed income investments
|
—
|
|
|
31.9
|
|
|
—
|
|
|
31.9
|
|
||||
Available-for-sale equity securities:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
59.4
|
|
|
—
|
|
|
—
|
|
|
59.4
|
|
||||
Total available-for-sale equity securities
|
59.4
|
|
|
—
|
|
|
—
|
|
|
59.4
|
|
||||
Foreign exchange derivative assets
|
—
|
|
|
64.4
|
|
|
—
|
|
|
64.4
|
|
||||
Interest rate swap derivative assets
|
—
|
|
|
23.9
|
|
|
—
|
|
|
23.9
|
|
||||
Total assets at recurring fair value measurement
|
$
|
365.9
|
|
|
$
|
120.2
|
|
|
$
|
—
|
|
|
$
|
486.1
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative liabilities
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
566.0
|
|
|
566.0
|
|
||||
Total liabilities at recurring fair value measurement
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
566.0
|
|
|
$
|
574.5
|
|
|
December 31, 2016
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
433.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
433.7
|
|
Total cash equivalents
|
433.7
|
|
|
—
|
|
|
—
|
|
|
433.7
|
|
||||
Trading securities:
|
|
|
|
|
|
|
|
||||||||
Equity securities — exchange traded funds
|
29.6
|
|
|
—
|
|
|
—
|
|
|
29.6
|
|
||||
Total trading securities
|
29.6
|
|
|
—
|
|
|
—
|
|
|
29.6
|
|
||||
Available-for-sale fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
||||
U.S. Treasuries
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
||||
Agency mortgage-backed securities
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
||||
Asset backed securities
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
Other
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
||||
Total available-for-sale fixed income investments
|
—
|
|
|
31.4
|
|
|
—
|
|
|
31.4
|
|
||||
Available-for-sale equity securities:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
52.3
|
|
|
—
|
|
|
—
|
|
|
52.3
|
|
||||
Total available-for-sale equity securities
|
52.3
|
|
|
—
|
|
|
—
|
|
|
52.3
|
|
||||
Foreign exchange derivative assets
|
—
|
|
|
35.9
|
|
|
—
|
|
|
35.9
|
|
||||
Interest rate swap derivative assets
|
—
|
|
|
26.2
|
|
|
—
|
|
|
26.2
|
|
||||
Total assets at recurring fair value measurement
|
$
|
515.6
|
|
|
$
|
93.5
|
|
|
$
|
—
|
|
|
$
|
609.1
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative liabilities
|
$
|
—
|
|
|
$
|
15.3
|
|
|
$
|
—
|
|
|
$
|
15.3
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
564.6
|
|
|
564.6
|
|
||||
Total liabilities at recurring fair value measurement
|
$
|
—
|
|
|
$
|
15.3
|
|
|
$
|
564.6
|
|
|
$
|
579.9
|
|
•
|
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.
|
•
|
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.
|
(In millions)
|
Current Portion
(1)
|
|
Long-Term Portion
(2)
|
|
Total Contingent Consideration
|
||||||
Balance at December 31, 2016
|
$
|
256.9
|
|
|
$
|
307.7
|
|
|
$
|
564.6
|
|
Payments
|
(16.1
|
)
|
|
(0.2
|
)
|
|
(16.3
|
)
|
|||
Accretion
|
—
|
|
|
7.8
|
|
|
7.8
|
|
|||
Fair value loss
(3)
|
4.0
|
|
|
5.9
|
|
|
9.9
|
|
|||
Balance at March 31, 2017
|
$
|
244.8
|
|
|
$
|
321.2
|
|
|
$
|
566.0
|
|
(1)
|
Included in other current liabilities on the Condensed Consolidated Balance Sheets.
|
(2)
|
Included in other long-term obligations on the Condensed Consolidated Balance Sheets.
|
(3)
|
Included in litigation settlements and other contingencies, net in the Condensed Consolidated Statements of Operations.
|
12.
|
Debt
|
(In millions)
|
Coupon
|
|
March 31,
2017 |
|
December 31,
2016 |
|||||
Current portion of long-term debt:
|
|
|
|
|
|
|||||
Meda Bank Loans
(a)
|
|
|
$
|
222.9
|
|
|
$
|
219.6
|
|
|
Other
|
|
|
4.3
|
|
|
3.7
|
|
|||
Current portion of long-term debt
|
|
|
$
|
227.2
|
|
|
$
|
223.3
|
|
|
|
|
|
|
|
|
|||||
Non-current portion of long-term debt:
|
|
|
|
|
|
|||||
2016 Term Loans
(b)
**
|
|
|
$
|
1,050.0
|
|
|
$
|
1,600.0
|
|
|
Meda Medium Term Notes
(c)
|
|
|
148.6
|
|
|
146.4
|
|
|||
2018 Euro Senior Notes
(d) **
|
|
|
532.8
|
|
|
526.0
|
|
|||
2018 Senior Notes
(e) *
|
2.600
|
%
|
|
649.6
|
|
|
649.6
|
|
||
2018 Senior Notes
(e) **
|
3.000
|
%
|
|
499.6
|
|
|
499.6
|
|
||
2019 Senior Notes
(f) **
|
2.500
|
%
|
|
999.2
|
|
|
999.1
|
|
||
2019 Senior Notes
(g) *
|
2.550
|
%
|
|
499.5
|
|
|
499.5
|
|
||
2020 Euro Senior Notes
(h) **
|
1.250
|
%
|
|
796.0
|
|
|
785.7
|
|
||
2020 Senior Notes
(i) **
|
3.750
|
%
|
|
499.9
|
|
|
499.9
|
|
||
2021 Senior Notes
(j) **
|
3.150
|
%
|
|
2,247.8
|
|
|
2,247.7
|
|
||
2023 Senior Notes
(g) *
|
3.125
|
%
|
|
772.9
|
|
|
775.3
|
|
||
2023 Senior Notes
(k) *
|
4.200
|
%
|
|
498.6
|
|
|
498.6
|
|
||
2024 Euro Senior Notes
(l)**
|
2.250
|
%
|
|
1,062.8
|
|
|
1,049.2
|
|
||
2026 Senior Notes
(m) **
|
3.950
|
%
|
|
2,233.9
|
|
|
2,233.5
|
|
||
2028 Euro Senior Notes
(n) **
|
3.125
|
%
|
|
791.3
|
|
|
781.1
|
|
||
2043 Senior Notes
(o) *
|
5.400
|
%
|
|
497.1
|
|
|
497.0
|
|
||
2046 Senior Notes
(p) **
|
5.250
|
%
|
|
999.8
|
|
|
999.8
|
|
||
Other
|
|
|
7.1
|
|
|
7.1
|
|
|||
Deferred financing fees
|
|
|
(85.7
|
)
|
|
(92.2
|
)
|
|||
Long-term debt
|
|
|
$
|
14,700.8
|
|
|
$
|
15,202.9
|
|
(a)
|
Represents a bank loan of
2.0kr billion
with AB Svensk Exportkredit (publ), as lender (“Svensk Exportkredit”), which matures in October 2017, and accordingly is included in current portion of long-term debt and other long-term obligations in the Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016.
|
(b)
|
The 2016 Term Loans mature on November 22, 2019 and bear interest at LIBOR (determined in accordance with the 2016 Term Credit Agreement) plus
1.375%
per annum. At March 31, 2017, the weighted average interest rate of the 2016 Term Loans was approximately
2.35%
.
|
(c)
|
Swedish medium term notes (“MTN”) program with an upper limit of
7kr billion
. Of the total amount outstanding of
1.3kr billion
,
588.0kr million
matures on April 5, 2018 and
745.0kr million
matures on May 21, 2019. At March 31, 2017, the weighted average interest rate of the MTNs was approximately
2.01%
.
|
(d)
|
Instrument bears interest at a rate of three-month EURIBOR plus
0.870%
per annum, reset quarterly.
|
(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 0.30% plus, in each case, accrued and unpaid interest.
|
(f)
|
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.
|
(g)
|
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.
|
(h)
|
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 to the redemption date on an annual basis, at a rate equal to the applicable Bund Rate (as defined in the Euro Notes Indenture), 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.
|
(i)
|
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.
|
(j)
|
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.
|
(k)
|
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.
|
(l)
|
Instrument is callable by the Company at any time prior to the date that is two 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 to the redemption date on an annual basis, at a rate equal to the applicable Bund Rate (as defined in the Euro Notes Indenture), 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.
|
(m)
|
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.
|
(n)
|
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 to the redemption date on an annual basis, at a rate equal to the applicable Bund Rate (as defined in the Euro Notes Indenture), plus 0.45% 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.
|
(o)
|
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.
|
(p)
|
Instrument is callable by the Company at any time prior to the date that is six 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 0.40% 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
|
||
2017
|
$
|
223
|
|
2018
|
1,748
|
|
|
2019
|
2,633
|
|
|
2020
|
1,299
|
|
|
2021
|
2,250
|
|
|
Thereafter
|
6,865
|
|
|
Total
|
$
|
15,018
|
|
13.
|
Comprehensive Earnings
|
(In millions)
|
March 31,
2017 |
|
December 31,
2016 |
||||
Accumulated other comprehensive loss:
|
|
|
|
||||
Net unrealized gain on marketable securities, net of tax
|
$
|
19.4
|
|
|
$
|
14.5
|
|
Net unrecognized losses and prior service cost related to defined benefit plans, net of tax
|
(0.3
|
)
|
|
(0.5
|
)
|
||
Net unrecognized losses on derivatives in cash flow hedging relationships, net of tax
|
(17.3
|
)
|
|
(38.6
|
)
|
||
Net unrecognized losses on derivatives in net investment hedging relationships, net of tax
|
(11.3
|
)
|
|
(1.4
|
)
|
||
Foreign currency translation adjustment
|
(1,803.5
|
)
|
|
(2,237.7
|
)
|
||
|
$
|
(1,813.0
|
)
|
|
$
|
(2,263.7
|
)
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||||||||||||
Gains and Losses on Derivatives in Cash Flow Hedging Relationships
|
|
Gains and Losses on Net Investment Hedges
|
|
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 December 31, 2016, net of tax
|
|
|
|
|
$
|
(38.6
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
14.5
|
|
|
$
|
(0.5
|
)
|
|
$
|
(2,237.7
|
)
|
|
$
|
(2,263.7
|
)
|
||
Other comprehensive earnings (loss) before reclassifications, before tax
|
|
|
|
|
25.4
|
|
|
(9.9
|
)
|
|
7.7
|
|
|
(0.3
|
)
|
|
434.2
|
|
|
457.1
|
|
||||||||
Amounts reclassified from accumulated other comprehensive earnings (loss), before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loss on foreign exchange forward contracts classified as cash flow hedges, included in net sales
|
5.2
|
|
|
|
|
5.2
|
|
|
|
|
|
|
|
|
|
|
5.2
|
|
|||||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
1.8
|
|
|
1.8
|
|
|
|
|
|
|
|
|
|
|
1.8
|
|
|||||||||||
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
|
|
|
|
|
32.4
|
|
|
(9.9
|
)
|
|
7.7
|
|
|
—
|
|
|
434.2
|
|
|
464.4
|
|
||||||||
Income tax provision (benefit)
|
|
|
|
|
11.1
|
|
|
—
|
|
|
2.8
|
|
|
(0.2
|
)
|
|
—
|
|
|
13.7
|
|
||||||||
Balance at March 31, 2017, net of tax
|
|
|
|
|
$
|
(17.3
|
)
|
|
$
|
(11.3
|
)
|
|
$
|
19.4
|
|
|
$
|
(0.3
|
)
|
|
$
|
(1,803.5
|
)
|
|
$
|
(1,813.0
|
)
|
|
Three Months Ended March 31, 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 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
|
|
|
|
|
(39.4
|
)
|
|
4.4
|
|
|
(0.6
|
)
|
|
502.0
|
|
|
466.4
|
|
|||||||
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
|
(10.6
|
)
|
|
|
|
(10.6
|
)
|
|
|
|
|
|
|
|
(10.6
|
)
|
|||||||||
Gain on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
0.9
|
|
|
0.9
|
|
|
|
|
|
|
|
|
0.9
|
|
|||||||||
Amortization of prior service costs included in SG&A
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
0.1
|
|
||||||||||
Amortization of actuarial gain included in SG&A
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
0.2
|
|
||||||||||
Net other comprehensive (loss) earnings, before tax
|
|
|
|
|
(49.1
|
)
|
|
4.4
|
|
|
(0.3
|
)
|
|
502.0
|
|
|
457.0
|
|
|||||||
Income tax (benefit) provision
|
|
|
|
|
(18.3
|
)
|
|
1.6
|
|
|
(0.1
|
)
|
|
—
|
|
|
(16.8
|
)
|
|||||||
Balance at March 31, 2016, net of tax
|
|
|
|
|
$
|
(48.9
|
)
|
|
$
|
1.8
|
|
|
$
|
(15.1
|
)
|
|
$
|
(1,228.3
|
)
|
|
$
|
(1,290.5
|
)
|
14.
|
Shareholders’ Equity
|
(In millions)
|
Total
Mylan N.V. Shareholders' Equity |
|
Noncontrolling Interest
|
|
Total
|
||||||
December 31, 2016
|
$
|
11,116.2
|
|
|
$
|
1.4
|
|
|
$
|
11,117.6
|
|
Net earnings
|
66.4
|
|
|
—
|
|
|
66.4
|
|
|||
Other comprehensive earnings, net of tax
|
450.7
|
|
|
—
|
|
|
450.7
|
|
|||
Stock option activity
|
5.2
|
|
|
—
|
|
|
5.2
|
|
|||
Share-based compensation expense
|
23.1
|
|
|
—
|
|
|
23.1
|
|
|||
Issuance of restricted stock, net of shares withheld
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||
Other
|
—
|
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||
March 31, 2017
|
$
|
11,656.0
|
|
|
$
|
—
|
|
|
$
|
11,656.0
|
|
(In millions)
|
Total
Mylan N.V. Shareholders' Equity |
|
Noncontrolling Interest
|
|
Total
|
||||||
December 31, 2015
|
$
|
9,764.4
|
|
|
$
|
1.4
|
|
|
$
|
9,765.8
|
|
Net earnings
|
13.9
|
|
|
—
|
|
|
13.9
|
|
|||
Other comprehensive earnings, net of tax
|
473.8
|
|
|
—
|
|
|
473.8
|
|
|||
Stock option activity
|
3.5
|
|
|
—
|
|
|
3.5
|
|
|||
Share-based compensation expense
|
26.5
|
|
|
—
|
|
|
26.5
|
|
|||
Issuance of restricted stock, net of shares withheld
|
(9.9
|
)
|
|
—
|
|
|
(9.9
|
)
|
|||
Tax benefit of stock option plans
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|||
Other
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
March 31, 2016
|
$
|
10,273.4
|
|
|
$
|
1.5
|
|
|
$
|
10,274.9
|
|
15.
|
Segment Information
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Corporate /
Other |
|
Consolidated
|
||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party net sales
|
$
|
1,214.9
|
|
|
$
|
892.0
|
|
|
$
|
580.5
|
|
|
$
|
—
|
|
|
$
|
2,687.4
|
|
Other revenue
|
23.4
|
|
|
6.7
|
|
|
2.0
|
|
|
—
|
|
|
32.1
|
|
|||||
Intersegment
|
13.1
|
|
|
42.9
|
|
|
99.1
|
|
|
(155.1
|
)
|
|
—
|
|
|||||
Total
|
$
|
1,251.4
|
|
|
$
|
941.6
|
|
|
$
|
681.6
|
|
|
$
|
(155.1
|
)
|
|
$
|
2,719.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profitability
|
$
|
589.7
|
|
|
$
|
233.8
|
|
|
$
|
76.6
|
|
|
$
|
(672.9
|
)
|
|
$
|
227.2
|
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Corporate /
Other |
|
Consolidated
|
||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party net sales
|
$
|
1,157.5
|
|
|
$
|
584.3
|
|
|
$
|
434.3
|
|
|
$
|
—
|
|
|
$
|
2,176.1
|
|
Other revenue
|
14.0
|
|
|
0.3
|
|
|
1.1
|
|
|
—
|
|
|
15.2
|
|
|||||
Intersegment
|
6.3
|
|
|
25.2
|
|
|
85.1
|
|
|
(116.6
|
)
|
|
—
|
|
|||||
Total
|
$
|
1,177.8
|
|
|
$
|
609.6
|
|
|
$
|
520.5
|
|
|
$
|
(116.6
|
)
|
|
$
|
2,191.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profitability
|
$
|
573.8
|
|
|
$
|
124.6
|
|
|
$
|
29.6
|
|
|
$
|
(622.4
|
)
|
|
$
|
105.6
|
|
16.
|
Subsidiary Guarantors
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,687.4
|
|
|
$
|
—
|
|
|
$
|
2,687.4
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
32.1
|
|
|
—
|
|
|
32.1
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
2,719.5
|
|
|
—
|
|
|
2,719.5
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
1,634.5
|
|
|
—
|
|
|
1,634.5
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
1,085.0
|
|
|
—
|
|
|
1,085.0
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
217.5
|
|
|
—
|
|
|
217.5
|
|
||||||
Selling, general and administrative
|
12.6
|
|
|
156.5
|
|
|
—
|
|
|
462.2
|
|
|
—
|
|
|
631.3
|
|
||||||
Litigation settlements and other contingencies, net
|
—
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
9.0
|
|
||||||
Total operating expenses
|
12.6
|
|
|
156.5
|
|
|
—
|
|
|
688.7
|
|
|
—
|
|
|
857.8
|
|
||||||
(Losses) earnings from operations
|
(12.6
|
)
|
|
(156.5
|
)
|
|
—
|
|
|
396.3
|
|
|
—
|
|
|
227.2
|
|
||||||
Interest expense
|
97.6
|
|
|
25.4
|
|
|
—
|
|
|
15.2
|
|
|
—
|
|
|
138.2
|
|
||||||
Other (income) expense, net
|
(95.5
|
)
|
|
(57.3
|
)
|
|
—
|
|
|
170.2
|
|
|
—
|
|
|
17.4
|
|
||||||
(Loss) earnings before income taxes
|
(14.7
|
)
|
|
(124.6
|
)
|
|
—
|
|
|
210.9
|
|
|
—
|
|
|
71.6
|
|
||||||
Income tax provision (benefit)
|
(1.6
|
)
|
|
3.2
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
5.2
|
|
||||||
Earnings (loss) of equity interest subsidiaries
|
79.5
|
|
|
214.0
|
|
|
—
|
|
|
—
|
|
|
(293.5
|
)
|
|
—
|
|
||||||
Net earnings
|
$
|
66.4
|
|
|
$
|
86.2
|
|
|
$
|
—
|
|
|
$
|
207.3
|
|
|
$
|
(293.5
|
)
|
|
$
|
66.4
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,176.1
|
|
|
$
|
—
|
|
|
$
|
2,176.1
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
15.2
|
|
|
—
|
|
|
15.2
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
2,191.3
|
|
|
—
|
|
|
2,191.3
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
1,284.3
|
|
|
—
|
|
|
1,284.3
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
907.0
|
|
|
—
|
|
|
907.0
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
253.6
|
|
|
—
|
|
|
253.6
|
|
||||||
Selling, general and administrative
|
13.2
|
|
|
176.0
|
|
|
—
|
|
|
360.1
|
|
|
—
|
|
|
549.3
|
|
||||||
Litigation settlements and other contingencies, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
||||||
Total operating expenses
|
13.2
|
|
|
176.0
|
|
|
—
|
|
|
612.2
|
|
|
—
|
|
|
801.4
|
|
||||||
(Losses) earnings from operations
|
(13.2
|
)
|
|
(176.0
|
)
|
|
—
|
|
|
294.8
|
|
|
—
|
|
|
105.6
|
|
||||||
Interest expense
|
13.3
|
|
|
41.5
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
70.3
|
|
||||||
Other expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
16.3
|
|
|
—
|
|
|
16.3
|
|
||||||
(Losses) earnings from operations
|
(26.5
|
)
|
|
(217.5
|
)
|
|
—
|
|
|
263.0
|
|
|
—
|
|
|
19.0
|
|
||||||
Income tax provision (benefit)
|
—
|
|
|
9.0
|
|
|
—
|
|
|
(3.9
|
)
|
|
—
|
|
|
5.1
|
|
||||||
Earnings of equity interest subsidiaries
|
40.4
|
|
|
264.8
|
|
|
—
|
|
|
—
|
|
|
(305.2
|
)
|
|
—
|
|
||||||
Net earnings
|
$
|
13.9
|
|
|
$
|
38.3
|
|
|
$
|
—
|
|
|
$
|
266.9
|
|
|
$
|
(305.2
|
)
|
|
$
|
13.9
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net earnings
|
$
|
66.4
|
|
|
$
|
86.2
|
|
|
$
|
—
|
|
|
$
|
207.3
|
|
|
$
|
(293.5
|
)
|
|
$
|
66.4
|
|
Other comprehensive earnings (loss), before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
434.2
|
|
|
—
|
|
|
—
|
|
|
434.2
|
|
|
(434.2
|
)
|
|
434.2
|
|
||||||
Change in unrecognized gain (loss) and prior service cost related to defined benefit plans
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Net unrecognized gain on derivatives in cash flow hedging relationships
|
32.4
|
|
|
1.8
|
|
|
—
|
|
|
30.6
|
|
|
(32.4
|
)
|
|
32.4
|
|
||||||
Net unrecognized loss on derivatives in net investment hedging relationships
|
(9.9
|
)
|
|
—
|
|
|
—
|
|
|
(9.9
|
)
|
|
9.9
|
|
|
(9.9
|
)
|
||||||
Net unrealized gain (loss) on marketable securities
|
7.7
|
|
|
7.8
|
|
|
—
|
|
|
(0.1
|
)
|
|
(7.7
|
)
|
|
7.7
|
|
||||||
Other comprehensive earnings, before tax
|
464.4
|
|
|
9.7
|
|
|
—
|
|
|
454.7
|
|
|
(464.4
|
)
|
|
464.4
|
|
||||||
Income tax provision
|
13.7
|
|
|
(3.6
|
)
|
|
—
|
|
|
17.3
|
|
|
(13.7
|
)
|
|
13.7
|
|
||||||
Other comprehensive earnings, net of tax
|
450.7
|
|
|
13.3
|
|
|
—
|
|
|
437.4
|
|
|
(450.7
|
)
|
|
450.7
|
|
||||||
Comprehensive earnings (loss)
|
$
|
517.1
|
|
|
$
|
99.5
|
|
|
$
|
—
|
|
|
$
|
644.7
|
|
|
$
|
(744.2
|
)
|
|
$
|
517.1
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net earnings
|
$
|
13.9
|
|
|
$
|
38.3
|
|
|
$
|
—
|
|
|
$
|
266.9
|
|
|
$
|
(305.2
|
)
|
|
$
|
13.9
|
|
Other comprehensive earnings (loss), before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
502.0
|
|
|
—
|
|
|
—
|
|
|
502.0
|
|
|
(502.0
|
)
|
|
502.0
|
|
||||||
Change in unrecognized (loss) gain and prior service cost related to defined benefit plans
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
(0.3
|
)
|
||||||
Net unrecognized (loss) gain on derivatives
|
(49.1
|
)
|
|
(58.4
|
)
|
|
—
|
|
|
9.3
|
|
|
49.1
|
|
|
(49.1
|
)
|
||||||
Net unrealized gain on marketable securities
|
4.4
|
|
|
3.8
|
|
|
—
|
|
|
0.6
|
|
|
(4.4
|
)
|
|
4.4
|
|
||||||
Other comprehensive earnings (loss), before tax
|
457.0
|
|
|
(54.6
|
)
|
|
—
|
|
|
511.6
|
|
|
(457.0
|
)
|
|
457.0
|
|
||||||
Income tax (benefit) provision
|
(16.8
|
)
|
|
(20.2
|
)
|
|
—
|
|
|
3.4
|
|
|
16.8
|
|
|
(16.8
|
)
|
||||||
Other comprehensive earnings (loss), net of tax
|
473.8
|
|
|
(34.4
|
)
|
|
—
|
|
|
508.2
|
|
|
(473.8
|
)
|
|
473.8
|
|
||||||
Comprehensive earnings
|
$
|
487.7
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
775.1
|
|
|
$
|
(779.0
|
)
|
|
$
|
487.7
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
717.5
|
|
|
$
|
—
|
|
|
$
|
723.8
|
|
Accounts receivable, net
|
—
|
|
|
5.4
|
|
|
—
|
|
|
2,866.6
|
|
|
—
|
|
|
2,872.0
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
2,547.8
|
|
|
—
|
|
|
2,547.8
|
|
||||||
Intercompany receivables
|
220.1
|
|
|
427.3
|
|
|
—
|
|
|
11,317.7
|
|
|
(11,965.1
|
)
|
|
—
|
|
||||||
Prepaid expenses and other current assets
|
6.4
|
|
|
245.9
|
|
|
—
|
|
|
669.6
|
|
|
—
|
|
|
921.9
|
|
||||||
Total current assets
|
226.5
|
|
|
684.9
|
|
|
—
|
|
|
18,119.2
|
|
|
(11,965.1
|
)
|
|
7,065.5
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
351.9
|
|
|
—
|
|
|
1,986.1
|
|
|
—
|
|
|
2,338.0
|
|
||||||
Investments in subsidiaries
|
16,047.7
|
|
|
8,589.3
|
|
|
—
|
|
|
—
|
|
|
(24,637.0
|
)
|
|
—
|
|
||||||
Intercompany notes and interest receivable
|
7,555.4
|
|
|
9,928.1
|
|
|
—
|
|
|
16.7
|
|
|
(17,500.2
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
14,370.0
|
|
|
—
|
|
|
14,370.0
|
|
||||||
Goodwill
|
—
|
|
|
17.1
|
|
|
—
|
|
|
9,377.0
|
|
|
—
|
|
|
9,394.1
|
|
||||||
Other assets
|
5.3
|
|
|
37.4
|
|
|
—
|
|
|
1,062.3
|
|
|
—
|
|
|
1,105.0
|
|
||||||
Total assets
|
$
|
23,834.9
|
|
|
$
|
19,608.7
|
|
|
$
|
—
|
|
|
$
|
44,931.3
|
|
|
$
|
(54,102.3
|
)
|
|
$
|
34,272.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade accounts payable
|
$
|
0.5
|
|
|
$
|
38.5
|
|
|
$
|
—
|
|
|
$
|
1,102.4
|
|
|
$
|
—
|
|
|
$
|
1,141.4
|
|
Short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
31.0
|
|
|
—
|
|
|
31.0
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
31.0
|
|
|
—
|
|
|
31.0
|
|
||||||
Current portion of long-term debt and other long-term obligations
|
—
|
|
|
0.2
|
|
|
—
|
|
|
294.2
|
|
|
—
|
|
|
294.4
|
|
||||||
Intercompany payables
|
427.3
|
|
|
11,537.8
|
|
|
—
|
|
|
—
|
|
|
(11,965.1
|
)
|
|
—
|
|
||||||
Other current liabilities
|
102.7
|
|
|
354.3
|
|
|
—
|
|
|
2,569.4
|
|
|
—
|
|
|
3,026.4
|
|
||||||
Total current liabilities
|
530.5
|
|
|
11,930.8
|
|
|
—
|
|
|
4,028.0
|
|
|
(11,965.1
|
)
|
|
4,524.2
|
|
||||||
Long-term debt
|
11,648.4
|
|
|
2,896.7
|
|
|
—
|
|
|
155.7
|
|
|
—
|
|
|
14,700.8
|
|
||||||
Intercompany notes payable
|
—
|
|
|
3,449.4
|
|
|
—
|
|
|
14,050.8
|
|
|
(17,500.2
|
)
|
|
—
|
|
||||||
Other long-term obligations
|
—
|
|
|
57.9
|
|
|
—
|
|
|
3,333.7
|
|
|
—
|
|
|
3,391.6
|
|
||||||
Total liabilities
|
12,178.9
|
|
|
18,334.8
|
|
|
—
|
|
|
21,568.2
|
|
|
(29,465.3
|
)
|
|
22,616.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
11,656.0
|
|
|
1,273.9
|
|
|
—
|
|
|
23,363.1
|
|
|
(24,637.0
|
)
|
|
11,656.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
23,834.9
|
|
|
$
|
19,608.7
|
|
|
$
|
—
|
|
|
$
|
44,931.3
|
|
|
$
|
(54,102.3
|
)
|
|
$
|
34,272.6
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
0.3
|
|
|
$
|
12.3
|
|
|
$
|
—
|
|
|
$
|
986.2
|
|
|
$
|
—
|
|
|
$
|
998.8
|
|
Accounts receivable, net
|
—
|
|
|
12.3
|
|
|
—
|
|
|
3,298.6
|
|
|
—
|
|
|
3,310.9
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
2,456.4
|
|
|
—
|
|
|
2,456.4
|
|
||||||
Intercompany receivables
|
215.9
|
|
|
416.0
|
|
|
—
|
|
|
10,506.6
|
|
|
(11,138.5
|
)
|
|
—
|
|
||||||
Prepaid expenses and other current assets
|
—
|
|
|
256.4
|
|
|
—
|
|
|
500.0
|
|
|
—
|
|
|
756.4
|
|
||||||
Total current assets
|
216.2
|
|
|
697.0
|
|
|
—
|
|
|
17,747.8
|
|
|
(11,138.5
|
)
|
|
7,522.5
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
360.3
|
|
|
—
|
|
|
1,961.9
|
|
|
—
|
|
|
2,322.2
|
|
||||||
Investments in subsidiaries
|
15,606.2
|
|
|
8,277.8
|
|
|
—
|
|
|
—
|
|
|
(23,884.0
|
)
|
|
—
|
|
||||||
Intercompany notes and interest receivable
|
7,952.3
|
|
|
9,817.3
|
|
|
—
|
|
|
16.7
|
|
|
(17,786.3
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
14,447.8
|
|
|
—
|
|
|
14,447.8
|
|
||||||
Goodwill
|
—
|
|
|
17.1
|
|
|
—
|
|
|
9,214.8
|
|
|
—
|
|
|
9,231.9
|
|
||||||
Other assets
|
5.2
|
|
|
51.9
|
|
|
—
|
|
|
1,144.7
|
|
|
—
|
|
|
1,201.8
|
|
||||||
Total assets
|
$
|
23,779.9
|
|
|
$
|
19,221.4
|
|
|
$
|
—
|
|
|
$
|
44,533.7
|
|
|
$
|
(52,808.8
|
)
|
|
$
|
34,726.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade accounts payable
|
$
|
3.9
|
|
|
$
|
69.6
|
|
|
$
|
—
|
|
|
$
|
1,274.6
|
|
|
$
|
—
|
|
|
$
|
1,348.1
|
|
Short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
46.4
|
|
|
—
|
|
|
46.4
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
97.7
|
|
|
—
|
|
|
97.7
|
|
||||||
Current portion of long-term debt and other long-term obligations
|
—
|
|
|
0.2
|
|
|
—
|
|
|
289.8
|
|
|
—
|
|
|
290.0
|
|
||||||
Intercompany payables
|
416.0
|
|
|
10,722.5
|
|
|
—
|
|
|
—
|
|
|
(11,138.5
|
)
|
|
—
|
|
||||||
Other current liabilities
|
90.9
|
|
|
388.8
|
|
|
—
|
|
|
2,778.8
|
|
|
—
|
|
|
3,258.5
|
|
||||||
Total current liabilities
|
510.8
|
|
|
11,181.1
|
|
|
—
|
|
|
4,487.3
|
|
|
(11,138.5
|
)
|
|
5,040.7
|
|
||||||
Long-term debt
|
12,151.5
|
|
|
2,897.6
|
|
|
—
|
|
|
153.8
|
|
|
—
|
|
|
15,202.9
|
|
||||||
Intercompany notes payable
|
—
|
|
|
3,870.9
|
|
|
—
|
|
|
13,915.4
|
|
|
(17,786.3
|
)
|
|
—
|
|
||||||
Other long-term obligations
|
—
|
|
|
58.1
|
|
|
—
|
|
|
3,306.9
|
|
|
—
|
|
|
3,365.0
|
|
||||||
Total liabilities
|
12,662.3
|
|
|
18,007.7
|
|
|
—
|
|
|
21,863.4
|
|
|
(28,924.8
|
)
|
|
23,608.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
11,117.6
|
|
|
1,213.7
|
|
|
—
|
|
|
22,670.3
|
|
|
(23,884.0
|
)
|
|
11,117.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
23,779.9
|
|
|
$
|
19,221.4
|
|
|
$
|
—
|
|
|
$
|
44,533.7
|
|
|
$
|
(52,808.8
|
)
|
|
$
|
34,726.2
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(27.4
|
)
|
|
$
|
(192.7
|
)
|
|
$
|
—
|
|
|
$
|
673.0
|
|
|
$
|
—
|
|
|
$
|
452.9
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(18.3
|
)
|
|
—
|
|
|
(40.1
|
)
|
|
—
|
|
|
(58.4
|
)
|
||||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
12.7
|
|
||||||
Purchase of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
31.1
|
|
|
—
|
|
|
31.1
|
|
||||||
Proceeds from sale of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
||||||
Cash paid for acquisitions, net
|
(71.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71.6
|
)
|
||||||
Investments in affiliates
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
||||||
Dividends from affiliates
|
52.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.4
|
)
|
|
—
|
|
||||||
Loans to affiliates
|
(100.2
|
)
|
|
(111.1
|
)
|
|
—
|
|
|
(977.5
|
)
|
|
1,188.8
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
701.3
|
|
|
0.3
|
|
|
—
|
|
|
188.8
|
|
|
(890.4
|
)
|
|
—
|
|
||||||
Payments for product rights and other, net
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(77.8
|
)
|
|
—
|
|
|
(77.9
|
)
|
||||||
Net cash (used in) provided by investing activities
|
581.9
|
|
|
(136.4
|
)
|
|
—
|
|
|
(862.8
|
)
|
|
253.2
|
|
|
(164.1
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments of financing fees
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
||||||
Change in short-term borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.6
|
)
|
|
—
|
|
|
(17.6
|
)
|
||||||
Payments of long-term debt
|
(550.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(550.0
|
)
|
||||||
Proceeds from exercise of stock options
|
5.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||||
Taxes paid related to net share settlement of equity awards
|
(6.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
||||||
Contingent consideration payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(3.8
|
)
|
||||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|
(7.2
|
)
|
|
—
|
|
||||||
Capital payments to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.4
|
)
|
|
52.4
|
|
|
—
|
|
||||||
Payments on borrowings from affiliates
|
—
|
|
|
(648.3
|
)
|
|
—
|
|
|
(242.1
|
)
|
|
890.4
|
|
|
—
|
|
||||||
Proceeds from borrowings from affiliates
|
—
|
|
|
977.5
|
|
|
—
|
|
|
211.3
|
|
|
(1,188.8
|
)
|
|
—
|
|
||||||
Other items, net
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
0.5
|
|
||||||
Net cash provided by financing activities
|
(554.8
|
)
|
|
323.1
|
|
|
—
|
|
|
(90.8
|
)
|
|
(253.2
|
)
|
|
(575.7
|
)
|
||||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
|
11.9
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(0.3
|
)
|
|
(6.0
|
)
|
|
—
|
|
|
(268.7
|
)
|
|
—
|
|
|
(275.0
|
)
|
||||||
Cash and cash equivalents — beginning of period
|
0.3
|
|
|
12.3
|
|
|
—
|
|
|
986.2
|
|
|
—
|
|
|
998.8
|
|
||||||
Cash and cash equivalents — end of period
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
717.5
|
|
|
$
|
—
|
|
|
$
|
723.8
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(27.1
|
)
|
|
$
|
(139.4
|
)
|
|
$
|
—
|
|
|
$
|
247.0
|
|
|
$
|
—
|
|
|
$
|
80.5
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(20.6
|
)
|
|
—
|
|
|
(31.2
|
)
|
|
—
|
|
|
(51.8
|
)
|
||||||
Purchase of marketable securities
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.5
|
)
|
||||||
Proceeds from sale of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
||||||
Investments in affiliates
|
—
|
|
|
(11.3
|
)
|
|
—
|
|
|
—
|
|
|
11.3
|
|
|
—
|
|
||||||
Loans to affiliates
|
(3.6
|
)
|
|
(1,465.6
|
)
|
|
—
|
|
|
(1,699.6
|
)
|
|
3,168.8
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
32.8
|
|
|
12.2
|
|
|
—
|
|
|
7.2
|
|
|
(52.2
|
)
|
|
—
|
|
||||||
Payments for product rights and other, net
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(105.5
|
)
|
|
—
|
|
|
(105.6
|
)
|
||||||
Net cash provided by (used in) investing activities
|
29.2
|
|
|
(1,485.9
|
)
|
|
—
|
|
|
(1,831.2
|
)
|
|
3,127.9
|
|
|
(160.0
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments of financing fees
|
(31.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31.6
|
)
|
||||||
Change in short-term borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
65.1
|
|
|
—
|
|
|
65.1
|
|
||||||
Proceeds from exercise of stock options
|
3.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
||||||
Taxes paid related to net share settlement of equity awards
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
||||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
|
(11.3
|
)
|
|
—
|
|
||||||
Payments on borrowings from affiliates
|
—
|
|
|
(40.0
|
)
|
|
—
|
|
|
(12.2
|
)
|
|
52.2
|
|
|
—
|
|
||||||
Proceeds from borrowings from affiliates
|
31.6
|
|
|
1,703.2
|
|
|
—
|
|
|
1,434.0
|
|
|
(3,168.8
|
)
|
|
—
|
|
||||||
Other items, net
|
1.2
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
0.3
|
|
||||||
Net cash (used in) provided by financing activities
|
(2.1
|
)
|
|
1,663.2
|
|
|
—
|
|
|
1,497.3
|
|
|
(3,127.9
|
)
|
|
30.5
|
|
||||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
37.9
|
|
|
—
|
|
|
(74.5
|
)
|
|
—
|
|
|
(36.6
|
)
|
||||||
Cash and cash equivalents — beginning of period
|
—
|
|
|
870.5
|
|
|
—
|
|
|
365.5
|
|
|
—
|
|
|
1,236.0
|
|
||||||
Cash and cash equivalents — end of period
|
$
|
—
|
|
|
$
|
908.4
|
|
|
$
|
—
|
|
|
$
|
291.0
|
|
|
$
|
—
|
|
|
$
|
1,199.4
|
|
17.
|
Restructuring
|
(In millions)
|
Employee Related Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
Balance at December 31, 2016:
|
$
|
138.6
|
|
|
$
|
1.6
|
|
|
$
|
140.2
|
|
Charges
(1)
|
9.6
|
|
|
13.5
|
|
|
23.1
|
|
|||
Reclassifications
|
(8.3
|
)
|
|
8.3
|
|
|
—
|
|
|||
Cash payment
|
(54.2
|
)
|
|
(1.0
|
)
|
|
(55.2
|
)
|
|||
Utilization
|
—
|
|
|
(19.8
|
)
|
|
(19.8
|
)
|
|||
Foreign currency translation
|
(9.8
|
)
|
|
—
|
|
|
(9.8
|
)
|
|||
Balance at March 31, 2017:
|
$
|
75.9
|
|
|
$
|
2.6
|
|
|
$
|
78.5
|
|
(1)
|
For the
three months ended
March 31, 2017
, total restructuring charges
in North America, Europe, Rest of World and Corporate / Other were approximately
$6.4 million
,
$3.6 million
,
$12.8 million
and
$0.3 million
, r
espectively.
|
18.
|
Collaboration and Licensing Agreements
|
19.
|
Litigation
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
|
|
|
|||||||||
(In millions, except per share amounts)
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|||||||
Total revenues
|
$
|
2,719.5
|
|
|
$
|
2,191.3
|
|
|
$
|
528.2
|
|
|
24
|
%
|
Gross profit
|
1,085.0
|
|
|
907.0
|
|
|
178.0
|
|
|
20
|
%
|
|||
Earnings from operations
|
227.2
|
|
|
105.6
|
|
|
121.6
|
|
|
115
|
%
|
|||
Net earnings
|
66.4
|
|
|
13.9
|
|
|
52.5
|
|
|
378
|
%
|
|||
Diluted earnings per ordinary share
|
$
|
0.12
|
|
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
300
|
%
|
|
Three Months Ended
|
||||||||||||||||||||
|
March 31,
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
% Change
|
|
2017 Currency Impact
(1)
|
|
2017 Constant Currency Revenues
|
|
Constant Currency % Change
(2)
|
||||||||||
Third party net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
(3)
|
$
|
1,214.9
|
|
|
$
|
1,157.5
|
|
|
5
|
%
|
|
$
|
(2.2
|
)
|
|
$
|
1,212.7
|
|
|
5
|
%
|
Europe
(3)
|
892.0
|
|
|
584.3
|
|
|
53
|
%
|
|
24.3
|
|
|
916.3
|
|
|
57
|
%
|
||||
Rest of World
(3)
|
580.5
|
|
|
434.3
|
|
|
34
|
%
|
|
(12.7
|
)
|
|
567.8
|
|
|
31
|
%
|
||||
Total third party net sales
(3)
|
2,687.4
|
|
|
2,176.1
|
|
|
23
|
%
|
|
9.4
|
|
|
2,696.8
|
|
|
24
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other third party revenues
|
32.1
|
|
|
15.2
|
|
|
111
|
%
|
|
0.2
|
|
|
32.3
|
|
|
113
|
%
|
||||
Consolidated total revenues
|
$
|
2,719.5
|
|
|
$
|
2,191.3
|
|
|
24
|
%
|
|
$
|
9.6
|
|
|
$
|
2,729.1
|
|
|
25
|
%
|
(1)
|
Currency impact is shown as unfavorable (favorable).
|
(2)
|
The constant currency percentage change is derived by translating third party net sales or revenues for the current period at prior year comparative period exchange rates, and in doing so shows the percentage change from 2017 constant currency third party net sales or revenues to the corresponding amount in the prior year.
|
(3)
|
Effective October 1, 2016, the Company expanded its reportable segments as follows: North America, Europe and Rest of World. As a result, the amounts previously reported under the Specialty segment have been recast to North America and amounts related to Brazil are included in Rest of World for all periods presented.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
U.S. GAAP cost of sales
|
$
|
1,634.5
|
|
|
$
|
1,284.3
|
|
Deduct:
|
|
|
|
||||
Purchase accounting amortization and other related items
|
(343.3
|
)
|
|
(243.6
|
)
|
||
Restructuring related costs
|
(12.9
|
)
|
|
(1.4
|
)
|
||
Acquisition related items
|
(5.9
|
)
|
|
(18.5
|
)
|
||
Other special items
|
(7.1
|
)
|
|
(13.8
|
)
|
||
Adjusted cost of sales
|
$
|
1,265.3
|
|
|
$
|
1,007.0
|
|
|
|
|
|
||||
Adjusted gross profit
(a)
|
$
|
1,454.2
|
|
|
$
|
1,184.3
|
|
Adjusted gross margin
(a)
|
53
|
%
|
|
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.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Losses from equity affiliates, primarily clean energy investments
|
$
|
33.2
|
|
|
$
|
30.9
|
|
Foreign exchange gains, net
|
(10.3
|
)
|
|
(14.2
|
)
|
||
Other gains, net
|
(5.5
|
)
|
|
(0.4
|
)
|
||
Other expense, net
|
$
|
17.4
|
|
|
$
|
16.3
|
|
•
|
Costs related to formal restructuring programs and actions, including costs associated with facilities to be closed or divested, 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 March 31,
|
||||||||||||||
(In millions, except per share amounts)
|
2017
|
|
2016
|
||||||||||||
U.S. GAAP net earnings and U.S. GAAP diluted earnings per share
|
$
|
66.4
|
|
|
$
|
0.12
|
|
|
$
|
13.9
|
|
|
$
|
0.03
|
|
Purchase accounting related amortization (primarily included in cost of sales)
|
349.2
|
|
|
|
|
249.3
|
|
|
|
||||||
Litigation settlements, net
|
(0.9
|
)
|
|
|
|
(1.5
|
)
|
|
|
||||||
Interest expense (primarily related to clean energy investment financing)
|
7.3
|
|
|
|
|
5.7
|
|
|
|
||||||
Accretion of contingent consideration liability and other fair value adjustments
|
17.7
|
|
|
|
|
10.0
|
|
|
|
||||||
Clean energy investments pre-tax loss
(a)
|
22.3
|
|
|
|
|
25.5
|
|
|
|
||||||
Acquisition related costs (primarily included in SG&A and cost of sales)
(b)
|
31.3
|
|
|
|
|
53.2
|
|
|
|
||||||
Restructuring related costs
(c)
|
23.1
|
|
|
|
|
9.8
|
|
|
|
||||||
Other special items included in:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
7.1
|
|
|
|
|
13.8
|
|
|
|
||||||
Research and development expense
(d)
|
65.1
|
|
|
|
|
66.1
|
|
|
|
||||||
Selling, general and administrative expense
|
5.9
|
|
|
|
|
6.8
|
|
|
|
||||||
Other expense, net
|
6.1
|
|
|
|
|
2.2
|
|
|
|
||||||
Tax effect of the above items and other income tax related items
|
(100.8
|
)
|
|
|
|
(68.5
|
)
|
|
|
||||||
Adjusted net earnings and adjusted EPS
|
$
|
499.8
|
|
|
$
|
0.93
|
|
|
$
|
386.3
|
|
|
$
|
0.76
|
|
Weighted average diluted ordinary shares outstanding
|
536.9
|
|
|
|
|
509.6
|
|
|
|
(a)
|
Adjustment represents exclusion of the pre-tax loss related to Mylan's clean energy investments and related financing, excluding interest expense, 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 acquisition and integration activities, including ongoing activities. Included in SG&A for the
three months ended
March 31, 2017
is approximately
$24.1 million
, primarily related to consulting, professional and legal costs.
|
(c)
|
Refer to Note
17
Restructuring
included in Item 1 in this Form 10-Q. Of the total amount, approximately
$12.9 million
is included in cost of sales,
$1.3 million
is included in R&D and
$8.9 million
is included in SG&A.
|
(d)
|
R&D expense includes an upfront expense of approximately
$50 million
related to a joint development and marketing agreement for a respiratory product,
$5.8 million
related to Momenta collaboration expense and other similar smaller agreements.
|
•
|
net earnings for the
three months ended
March 31, 2017
increased
$52.5 million
when compared to the prior year period, principally as a result of an increase in earnings from operations. Other significant factors impacting cash provided by operating activities in the current year include the following:
|
◦
|
an increase in non-cash expenses of
$140.8 million
, principally a result of increased depreciation and amortization as a result of recent acquisitions of approximately
$118.4 million
;
|
◦
|
a net increase in the amount of cash provided by changes in accounts receivable, including estimated sales allowances, of
$203.2 million
, reflecting the timing of sales, cash collections and customer credits issued related to sales allowances;
|
◦
|
a net decrease of
$117.2 million
in the amount of cash used through changes in inventory balances; and
|
◦
|
an net increase in the amount of cash provided by changes in other operating assets and liabilities of
$134.5 million
, primarily due to higher amounts of accrued interest as a result of the long-term debt issuances during 2016 and the timing of interest payments related to those debt instruments.
|
•
|
a
net increase
in the amount of cash used through changes in trade accounts payable of
$185.5 million
as a result of the timing of cash payments; and
|
•
|
a net increase in the amount of cash used through changes in income taxes of
$90.3 million
as a result of the level and timing of estimated tax payments made during the current period.
|
•
|
cash paid for acquisitions, net totaling approximately
$71.6 million
related to the acquisition of the remaining non-tendered shares of Meda in the compulsory acquisition proceeding;
|
•
|
payments for product rights and other, net totaled approximately
$77.9 million
, which included a payment of
$50 million
related to the acquisition of intellectual property rights for the
Cold-EEZE®
brand cold remedy line;
|
•
|
proceeds from the sale of certain European assets for approximately
$31.1 million
;
|
•
|
a decrease in restricted cash of
$12.7 million
in the current quarter due to amounts released from escrow for the payment of certain claims related to the Agila contingent consideration; and
|
•
|
capital expenditures, primarily for equipment and facilities, totaled approximately
$58.4 million
. While there can be no assurance that current expectations will be realized, capital expenditures for the
2017
calendar year are expected to be approximately
$400 million
to
$500 million
.
|
•
|
payments for product rights and other, net totaled approximately
$105.6 million
which included a payment of $90 million related to the acquisition of certain European intellectual property rights and marketing authorizations; and
|
•
|
capital expenditures, primarily for equipment and facilities, totaled approximately
$51.8 million
.
|
•
|
the Company voluntarily prepaid
$550 million
of the aggregate principal amount of the 2016 Term Loans: and
|
•
|
the Company had net repayments of short-term borrowings of
$17.6 million
.
|
•
|
the Company had net short-term borrowings of
$65.1 million
; partially offset by
|
•
|
payments of financing fees which totaled
$31.6 million
primarily related to a bridge credit agreement related to the Meda acquisition.
|
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)
|
1.
|
Section 6.03(e)(iii) is hereby deleted and replaced with the following:
|
Vesting Date
|
Shares Vested
|
[___]
|
[___]
|
|
[NAME]
Chairman, Compensation Committee of the Mylan N.V. Board of Directors
|
Participant:
|
[NAME]
|
|
[NAME]
Chairman, Compensation Committee of the Mylan N.V. Board of Directors |
Participant:
|
[NAME]
|
(1)
|
an award of time-based restricted stock units with respect to a number of ordinary shares of Mylan N.V. with a value equal to six hundred and fifty thousand dollars ($650,000) on such date (the “Sign-On RSUs”), which award will vest ratably on each of the second and third anniversaries of the Effective Date subject to Executive’s continued employment on such dates, and otherwise subject to the terms and conditions of Mylan’s Amended and Restated 2003 Long-Term Incentive Plan; and
|
(2)
|
an award of 40,507 performance-based restricted stock units under Mylan N.V.’s One-Time Special Five-Year Performance-Based Realizable Value Incentive Program, which award will vest pursuant to the performance conditions established by the Board under such program and subject to Executive’s continued employment on the third anniversary of the Effective Date, and otherwise subject to the terms and conditions of Mylan’s Amended and Restated 2003 Long-Term Incentive Plan.
|
If to the Company:
|
Mylan Inc.
1000 Mylan Blvd. Canonsburg, Pennsylvania 15317 Attn: Associate General Counsel, Global Labor & Employment Fax: 724-514-1871 |
If to Executive:
|
at the most recent address on record at the Company.
|
MYLAN INC.
|
|
EXECUTIVE:
|
|
/s/ Heather Bresch
|
|
/s/ Daniel M. Gallagher
|
|
By:
|
Heather Bresch
|
|
By: Daniel M. Gallagher
|
Its:
|
Chief Executive Officer
|
|
|
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,
|
(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 April 1, 2017 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 preceding the Effective Date or at any other location less than 30 miles from such office.
|
(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
|
(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, policies, and programs 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 incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and the Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect 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.
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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” means a written notice that (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (3) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s respective rights hereunder.
|
(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 theretofore paid (the sum of the amounts described in subclauses (i) and (ii) the “Accrued Obligations”); and
|
(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
|
(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
|
6.
|
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
|
7.
|
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 contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code. No obligation of the Company under this Agreement to pay the Executive’s fees or expenses shall in any manner confer upon the Company any right to select or approve any of the attorneys or accountants engaged by the Executive.
|
8.
|
Section 280G Matters.
Notwithstanding any other provision of this Agreement,
|
(a)
|
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
|
(b)
|
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.
|
(c)
|
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
|
9.
|
Covenants of Executive.
|
(a)
|
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 data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by the Company. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (the “SEC”) pursuant to Section 21F of the U.S. Securities Exchange Act of 1934, as amended, does not limit Employee's ability to communicate with the SEC pursuant to such provision or limit Executive’s right to receive an award for information provided to the SEC pursuant to such provision.
|
(b)
|
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, except for the practice of law, 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.
|
(c)
|
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 employment, except for any employee (i) whose employment is terminated by the Company or any successor thereof prior to such solicitation of such employee, (ii) who initiates discussions regarding such employment without any solicitation by the Executive, (iii) who responds to any public advertisement unless such advertisement is designed to target, or has the effect of targeting, employees of the Company, or (iv) who is initially solicited for a position other than by the Executive and without any suggestion or advice from the Executive. Nothing herein shall restrict businesses that employ the
|
(d)
|
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
|
10.
|
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.
|
11.
|
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.
|
(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), without the prior written consent of the Executive this Agreement shall not be assignable by the Company.
|
(c)
|
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
|
12.
|
Miscellaneous.
|
(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.
|
(b)
|
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:
|
(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 term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
|
(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.
|
(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.
|
(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.
|
MYLAN INC.
/s/ Heather Bresch
|
|
EXECUTIVE:
/s/ Daniel M. Gallagher
|
|
|
|
By: Heather Bresch
|
|
Daniel M. Gallagher
|
|
|
|
Its: Chief Executive Officer
|
|
|
Target Number of Performance RSUs:
|
[__]
|
Final Vesting Date:
|
Third anniversary of the effective date of the Participant’s employment agreement with the Company (“
Final Vesting Date
”)
|
|
/s/ HEATHER BRESCH
|
|
Heather Bresch
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ KENNETH S. PARKS
|
|
Kenneth S. Parks
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
/s/ HEATHER BRESCH
|
|
Heather Bresch
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ KENNETH S. PARKS
|
|
Kenneth S. Parks
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|