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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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The Netherlands
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98-1189497
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Page
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PART I — FINANCIAL INFORMATION
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ITEM 1.
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Condensed Consolidated Financial Statements (unaudited)
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II — OTHER INFORMATION
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 6.
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Three Months Ended
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||||||
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March 31,
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||||||
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2018
|
|
2017
|
||||
Revenues:
|
|
|
|
||||
Net sales
|
$
|
2,650.4
|
|
|
$
|
2,687.4
|
|
Other revenues
|
34.1
|
|
|
32.1
|
|
||
Total revenues
|
2,684.5
|
|
|
2,719.5
|
|
||
Cost of sales
|
1,700.2
|
|
|
1,634.5
|
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||
Gross profit
|
984.3
|
|
|
1,085.0
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
204.9
|
|
|
217.5
|
|
||
Selling, general and administrative
|
607.5
|
|
|
630.8
|
|
||
Litigation settlements and other contingencies, net
|
16.2
|
|
|
9.0
|
|
||
Total operating expenses
|
828.6
|
|
|
857.3
|
|
||
Earnings from operations
|
155.7
|
|
|
227.7
|
|
||
Interest expense
|
131.7
|
|
|
138.2
|
|
||
Other expense, net
|
13.5
|
|
|
17.9
|
|
||
Earnings before income taxes
|
10.5
|
|
|
71.6
|
|
||
Income tax (benefit) provision
|
(76.6
|
)
|
|
5.2
|
|
||
Net earnings
|
$
|
87.1
|
|
|
$
|
66.4
|
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Earnings per ordinary share:
|
|
|
|
||||
Basic
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$
|
0.17
|
|
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$
|
0.12
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Diluted
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$
|
0.17
|
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$
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0.12
|
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Weighted average ordinary shares outstanding:
|
|
|
|
||||
Basic
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514.4
|
|
|
534.5
|
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||
Diluted
|
516.8
|
|
|
536.9
|
|
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Three Months Ended
|
||||||
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March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net earnings
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$
|
87.1
|
|
|
$
|
66.4
|
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Other comprehensive earnings (loss), before tax:
|
|
|
|
||||
Foreign currency translation adjustment
|
261.9
|
|
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434.2
|
|
||
Change in unrecognized gain (loss) and prior service cost related to defined benefit plans
|
(4.3
|
)
|
|
—
|
|
||
Net unrecognized (loss) gain on derivatives in cash flow hedging relationships
|
(32.0
|
)
|
|
32.4
|
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||
Net unrecognized loss on derivatives in net investment hedging relationships
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(59.2
|
)
|
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(9.9
|
)
|
||
Net unrealized (loss) gain on marketable securities
|
(0.4
|
)
|
|
7.7
|
|
||
Other comprehensive earnings, before tax
|
166.0
|
|
|
464.4
|
|
||
Income tax (benefit) provision
|
(11.2
|
)
|
|
13.7
|
|
||
Other comprehensive earnings, net of tax
|
177.2
|
|
|
450.7
|
|
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Comprehensive earnings
|
$
|
264.3
|
|
|
$
|
517.1
|
|
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March 31,
2018 |
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December 31,
2017 |
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ASSETS
|
|||||||
Assets
|
|
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|
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Current assets:
|
|
|
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||||
Cash and cash equivalents
|
$
|
367.4
|
|
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$
|
292.1
|
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Accounts receivable, net
|
3,024.8
|
|
|
3,612.4
|
|
||
Inventories
|
2,641.1
|
|
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2,542.7
|
|
||
Prepaid expenses and other current assets
|
728.0
|
|
|
766.1
|
|
||
Total current assets
|
6,761.3
|
|
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7,213.3
|
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Property, plant and equipment, net
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2,275.2
|
|
|
2,339.1
|
|
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Intangible assets, net
|
15,047.6
|
|
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15,245.8
|
|
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Goodwill
|
10,318.3
|
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|
10,205.7
|
|
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Deferred income tax benefit
|
497.6
|
|
|
496.8
|
|
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Other assets
|
284.5
|
|
|
305.6
|
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Total assets
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$
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35,184.5
|
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$
|
35,806.3
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LIABILITIES AND EQUITY
|
|||||||
Liabilities
|
|
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|
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Current liabilities:
|
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|
|
||||
Trade accounts payable
|
$
|
1,386.6
|
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$
|
1,452.5
|
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Short-term borrowings
|
355.5
|
|
|
46.5
|
|
||
Income taxes payable
|
31.6
|
|
|
112.9
|
|
||
Current portion of long-term debt and other long-term obligations
|
2,325.8
|
|
|
1,808.9
|
|
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Other current liabilities
|
2,287.3
|
|
|
2,964.5
|
|
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Total current liabilities
|
6,386.8
|
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6,385.3
|
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Long-term debt
|
12,451.4
|
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|
12,865.3
|
|
||
Deferred income tax liability
|
2,042.4
|
|
|
2,012.4
|
|
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Other long-term obligations
|
1,127.2
|
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|
1,235.7
|
|
||
Total liabilities
|
22,007.8
|
|
|
22,498.7
|
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Equity
|
|
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|
||||
Mylan N.V. shareholders’ equity
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|
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|
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Ordinary shares — nominal value €0.01 per ordinary share
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|
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Shares authorized: 1,200,000,000
|
|
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|
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Shares issued: 538,861,761 and 537,902,426 as of March 31, 2018 and December 31, 2017
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6.0
|
|
|
6.0
|
|
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Additional paid-in capital
|
8,610.3
|
|
|
8,586.0
|
|
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Retained earnings
|
5,751.6
|
|
|
5,644.5
|
|
||
Accumulated other comprehensive loss
|
(191.5
|
)
|
|
(361.2
|
)
|
||
|
14,176.4
|
|
|
13,875.3
|
|
||
Less: Treasury stock — at cost
|
|
|
|
||||
Ordinary shares: 23,490,867 and 13,695,251 as of March 31, 2018 and December 31, 2017
|
999.7
|
|
|
567.7
|
|
||
Total equity
|
13,176.7
|
|
|
13,307.6
|
|
||
Total liabilities and equity
|
$
|
35,184.5
|
|
|
$
|
35,806.3
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
87.1
|
|
|
$
|
66.4
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
498.5
|
|
|
415.5
|
|
||
Share-based compensation expense
|
21.4
|
|
|
23.1
|
|
||
Deferred income tax expense
|
16.0
|
|
|
35.6
|
|
||
Loss from equity method investments
|
23.1
|
|
|
33.2
|
|
||
Other non-cash items
|
38.0
|
|
|
98.8
|
|
||
Litigation settlements and other contingencies, net
|
16.4
|
|
|
8.9
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
370.2
|
|
|
286.7
|
|
||
Inventories
|
(157.6
|
)
|
|
(105.6
|
)
|
||
Trade accounts payable
|
(92.8
|
)
|
|
(242.7
|
)
|
||
Income taxes
|
(155.7
|
)
|
|
(175.0
|
)
|
||
Other operating assets and liabilities, net
|
(42.8
|
)
|
|
8.0
|
|
||
Net cash provided by operating activities
|
621.8
|
|
|
452.9
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Cash paid for acquisitions, net
|
(63.3
|
)
|
|
(71.6
|
)
|
||
Capital expenditures
|
(30.7
|
)
|
|
(58.4
|
)
|
||
Proceeds from the sale of assets
|
—
|
|
|
31.1
|
|
||
Purchase of marketable securities
|
(7.5
|
)
|
|
(2.3
|
)
|
||
Proceeds from the sale of marketable securities
|
15.0
|
|
|
2.3
|
|
||
Payments for product rights and other, net
|
(342.4
|
)
|
|
(77.9
|
)
|
||
Net cash used in investing activities
|
(428.9
|
)
|
|
(176.8
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
498.4
|
|
|
—
|
|
||
Payments of long-term debt
|
(498.0
|
)
|
|
(550.0
|
)
|
||
Purchase of ordinary shares
|
(432.0
|
)
|
|
—
|
|
||
Change in short-term borrowings, net
|
309.1
|
|
|
(17.6
|
)
|
||
Taxes paid related to net share settlement of equity awards
|
(8.9
|
)
|
|
(6.1
|
)
|
||
Contingent consideration payments
|
(0.2
|
)
|
|
(3.8
|
)
|
||
Payments of financing fees
|
(0.4
|
)
|
|
(3.7
|
)
|
||
Proceeds from exercise of stock options
|
10.8
|
|
|
5.0
|
|
||
Other items, net
|
(0.2
|
)
|
|
0.5
|
|
||
Net cash used in financing activities
|
(121.4
|
)
|
|
(575.7
|
)
|
||
Effect on cash of changes in exchange rates
|
3.7
|
|
|
12.2
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
75.2
|
|
|
(287.4
|
)
|
||
Cash, cash equivalents and restricted cash — beginning of period
|
369.9
|
|
|
1,147.0
|
|
||
Cash, cash equivalents and restricted cash — end of period
|
$
|
445.1
|
|
|
$
|
859.6
|
|
2.
|
Revenue Recognition and Accounts Receivable
|
•
|
Chargebacks
: the Company has agreements with certain indirect customers, such as independent pharmacies, managed care organizations, hospitals, nursing homes, governmental agencies and pharmacy benefit managers, which establish contract prices for certain products. The indirect customers then independently select a wholesaler from which to purchase the products at these contracted prices. Alternatively, certain wholesalers may enter into agreements with indirect customers that establish contract pricing for certain products, which the wholesalers provide. Under either arrangement, Mylan will provide credit to the wholesaler for any difference between the contracted price with the indirect party and the wholesaler’s invoice price. Such credits are called chargebacks. The provision for chargebacks is based on expected sell-through levels by our wholesaler customers to indirect customers, as well as estimated wholesaler inventory levels.
|
•
|
Rebates, promotional programs and other sales allowances
: this category includes rebate and other programs to assist in product sales. These programs generally provide that the customer receives credit directly related to the amount of purchases or credits upon the attainment of pre-established volumes. Also included in this category are prompt pay discounts, administrative fees and price adjustments to reflect decreases in the selling prices of products.
|
•
|
Returns
: consistent with industry practice, Mylan maintains a return policy that allows customers to return a product, which varies country by country in accordance with local practices, generally within a specified period prior (six months) and subsequent to the expiration date (twelve months). The Company’s estimate of the provision for returns is generally based upon historical experience with actual returns.
|
•
|
Governmental rebate programs
: government reimbursement programs include Medicare, Medicaid, and State Pharmacy Assistance Programs established according to statute, regulations and policy. Manufacturers of pharmaceutical products that are covered by the Medicaid program are required to pay rebates to each state based on a statutory formula set forth in the Social Security Act. Medicare beneficiaries are eligible to obtain discounted
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Total
|
||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Central Nervous System & Anesthesia
|
$
|
199.6
|
|
|
$
|
225.4
|
|
|
$
|
82.9
|
|
|
$
|
507.9
|
|
Infectious Disease
|
46.4
|
|
|
64.5
|
|
|
169.0
|
|
|
279.9
|
|
||||
Respiratory & Allergy
|
113.9
|
|
|
127.6
|
|
|
46.6
|
|
|
288.1
|
|
||||
Cardiovascular
|
90.4
|
|
|
146.8
|
|
|
39.5
|
|
|
276.7
|
|
||||
Gastroenterology
|
44.1
|
|
|
153.2
|
|
|
66.1
|
|
|
263.4
|
|
||||
Diabetes & Metabolism
|
109.6
|
|
|
73.8
|
|
|
24.8
|
|
|
208.2
|
|
||||
Dermatology
|
94.5
|
|
|
80.3
|
|
|
24.9
|
|
|
199.7
|
|
||||
Women’s Healthcare
|
93.1
|
|
|
70.0
|
|
|
19.2
|
|
|
182.3
|
|
||||
Oncology
|
109.3
|
|
|
18.8
|
|
|
30.9
|
|
|
159.0
|
|
||||
Immunology
|
14.0
|
|
|
2.5
|
|
|
8.4
|
|
|
24.9
|
|
||||
Other
(1)
|
70.4
|
|
|
75.5
|
|
|
114.4
|
|
|
260.3
|
|
||||
Total
|
$
|
985.3
|
|
|
$
|
1,038.4
|
|
|
$
|
626.7
|
|
|
$
|
2,650.4
|
|
(1)
|
Other consists of numerous therapeutic franchises, none of which individually exceeds 5% of consolidated net sales.
|
(In millions)
|
|
||
Gross sales
|
$
|
4,732.3
|
|
Gross to net adjustments:
|
|
||
Chargebacks
|
(872.1
|
)
|
|
Rebates, promotional programs and other sales allowances
|
(1,030.6
|
)
|
|
Returns
|
(77.3
|
)
|
|
Governmental rebate programs
|
(101.9
|
)
|
|
Total gross to net adjustments
|
$
|
(2,081.9
|
)
|
Net sales
|
$
|
2,650.4
|
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Trade receivables, net
|
$
|
2,555.3
|
|
|
$
|
3,173.1
|
|
Other receivables
|
469.5
|
|
|
439.3
|
|
||
Accounts receivable, net
|
$
|
3,024.8
|
|
|
$
|
3,612.4
|
|
3.
|
Recent Accounting Pronouncements
|
(In millions)
|
Balance as of December 31, 2017
|
|
Adjustments Due to ASU 2014-09
|
|
Adjustments Due to ASU 2016-01
|
|
Adjustments Due to ASU 2017-12
|
|
Balance as of January 1, 2018
|
||||||||||
Condensed Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Prepaid expenses and other current assets
|
$
|
766.1
|
|
|
$
|
18.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
784.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred income tax liability
|
2,012.4
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
|
2,018.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Retained earnings
|
5,644.5
|
|
|
12.8
|
|
|
10.0
|
|
|
(2.5
|
)
|
|
5,664.8
|
|
|||||
Accumulated other comprehensive loss
|
(361.2
|
)
|
|
—
|
|
|
(10.0
|
)
|
|
2.5
|
|
|
(368.7
|
)
|
|
For the Three Months Ended March 31, 2018
|
||||||||||
(In millions)
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change Increase (Decrease)
|
||||||
Condensed Consolidated Statement of Operations
|
|
|
|
|
|
||||||
Revenues
|
$
|
2,684.5
|
|
|
$
|
2,706.4
|
|
|
$
|
(21.9
|
)
|
Cost of sales
|
1,700.2
|
|
|
1,725.8
|
|
|
(25.6
|
)
|
|||
Income tax benefit
|
(76.6
|
)
|
|
(77.8
|
)
|
|
1.2
|
|
|||
Net earnings
|
87.1
|
|
|
84.6
|
|
|
2.5
|
|
|||
|
|
|
|
|
|
||||||
|
March 31, 2018
|
||||||||||
(In millions)
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change Increase (Decrease)
|
||||||
Condensed Consolidated Balance Sheet
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
728.0
|
|
|
$
|
724.3
|
|
|
$
|
3.7
|
|
Income taxes payable
|
31.6
|
|
|
30.4
|
|
|
1.2
|
|
|||
Retained earnings
|
5,751.6
|
|
|
5,749.1
|
|
|
2.5
|
|
4.
|
Acquisitions and Other Transactions
|
5.
|
Share-Based Incentive Plan
|
|
Number of Shares Under Stock Awards
|
|
Weighted Average Exercise Price per Share
|
|||
Outstanding at December 31, 2017
|
7,198,684
|
|
|
$
|
35.17
|
|
Granted
|
772,981
|
|
|
41.10
|
|
|
Exercised
|
(485,923
|
)
|
|
22.45
|
|
|
Forfeited
|
(177,480
|
)
|
|
49.42
|
|
|
Outstanding at March 31, 2018
|
7,308,262
|
|
|
$
|
36.30
|
|
Vested and expected to vest at March 31, 2018
|
7,069,168
|
|
|
$
|
36.03
|
|
Exercisable at March 31, 2018
|
5,472,652
|
|
|
$
|
33.91
|
|
|
Number of Restricted Stock Awards
|
|
Weighted Average Grant-Date Fair Value per Share
|
|||
Nonvested at December 31, 2017
|
5,964,207
|
|
|
$
|
41.92
|
|
Granted
|
1,523,498
|
|
|
41.03
|
|
|
Released
|
(674,115
|
)
|
|
49.84
|
|
|
Forfeited
|
(206,346
|
)
|
|
45.40
|
|
|
Nonvested at March 31, 2018
|
6,607,244
|
|
|
$
|
40.80
|
|
6.
|
Pensions and Other Postretirement Benefits
|
|
Pension and Other Postretirement Benefits
|
||||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Service cost
|
$
|
5.0
|
|
|
$
|
5.0
|
|
Interest cost
|
3.6
|
|
|
3.7
|
|
||
Expected return on plan assets
|
(3.6
|
)
|
|
(3.5
|
)
|
||
Amortization of prior service costs
|
0.1
|
|
|
0.1
|
|
||
Recognized net actuarial losses
|
—
|
|
|
0.2
|
|
||
Net periodic benefit cost
|
$
|
5.1
|
|
|
$
|
5.5
|
|
7.
|
Balance Sheet Components
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
|
March 31,
2017 |
||||||
Cash and cash equivalents
|
$
|
367.4
|
|
|
$
|
292.1
|
|
|
$
|
723.8
|
|
Restricted cash, included in prepaid expenses and other current assets
|
77.7
|
|
|
77.8
|
|
|
135.8
|
|
|||
Cash, cash equivalents and restricted cash
|
$
|
445.1
|
|
|
$
|
369.9
|
|
|
$
|
859.6
|
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Raw materials
|
$
|
861.4
|
|
|
$
|
895.5
|
|
Work in process
|
432.4
|
|
|
384.7
|
|
||
Finished goods
|
1,347.3
|
|
|
1,262.5
|
|
||
Inventories
|
$
|
2,641.1
|
|
|
$
|
2,542.7
|
|
(In millions)
|
March 31,
2018 |
|
December 31, 2017
|
||||
Prepaid expenses
|
$
|
156.9
|
|
|
$
|
119.8
|
|
Restricted cash
|
77.7
|
|
|
77.8
|
|
||
Available-for-sale fixed income securities
|
23.5
|
|
|
31.5
|
|
||
Fair value of financial instruments
|
69.6
|
|
|
88.9
|
|
||
Equity securities
|
34.6
|
|
|
79.1
|
|
||
Other current assets
|
365.7
|
|
|
369.0
|
|
||
Prepaid expenses and other current assets
|
$
|
728.0
|
|
|
$
|
766.1
|
|
(In millions)
|
March 31,
2018 |
|
December 31, 2017
|
||||
Machinery and equipment
|
$
|
2,423.5
|
|
|
$
|
2,414.5
|
|
Buildings and improvements
|
1,186.4
|
|
|
1,191.7
|
|
||
Construction in progress
|
229.0
|
|
|
252.9
|
|
||
Land and improvements
|
144.1
|
|
|
143.1
|
|
||
Gross property, plant and equipment
|
3,983.0
|
|
|
4,002.2
|
|
||
Accumulated depreciation
|
1,707.8
|
|
|
1,663.1
|
|
||
Property, plant and equipment, net
|
$
|
2,275.2
|
|
|
$
|
2,339.1
|
|
(In millions)
|
March 31,
2018 |
|
December 31, 2017
|
||||
Equity method investments, clean energy investments
|
$
|
209.0
|
|
|
$
|
226.0
|
|
Other long-term assets
|
75.5
|
|
|
79.6
|
|
||
Other assets
|
$
|
284.5
|
|
|
$
|
305.6
|
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Accounts payable
|
$
|
921.8
|
|
|
$
|
976.0
|
|
Other payables
|
464.8
|
|
|
476.5
|
|
||
Trade accounts payable
|
$
|
1,386.6
|
|
|
$
|
1,452.5
|
|
(In millions)
|
March 31,
2018 |
|
December 31, 2017
|
||||
Accrued sales allowances
|
$
|
626.1
|
|
|
$
|
818.0
|
|
Legal and professional accruals, including litigation accruals
|
267.0
|
|
|
241.1
|
|
||
Payroll and employee benefit plan accruals
|
323.1
|
|
|
404.6
|
|
||
Contingent consideration
|
199.5
|
|
|
167.8
|
|
||
Accrued interest
|
135.2
|
|
|
42.3
|
|
||
Restructuring
|
81.3
|
|
|
91.5
|
|
||
Equity method investments, clean energy investments
|
57.4
|
|
|
56.7
|
|
||
Fair value of financial instruments
|
8.1
|
|
|
31.1
|
|
||
Other
|
589.6
|
|
|
1,111.4
|
|
||
Other current liabilities
|
$
|
2,287.3
|
|
|
$
|
2,964.5
|
|
(In millions)
|
March 31,
2018 |
|
December 31, 2017
|
||||
Employee benefit liabilities
|
$
|
428.9
|
|
|
$
|
408.2
|
|
Contingent consideration
|
261.9
|
|
|
285.9
|
|
||
Equity method investments, clean energy investments
|
264.8
|
|
|
171.8
|
|
||
Tax contingencies
|
159.2
|
|
|
237.7
|
|
||
Other
|
12.4
|
|
|
132.1
|
|
||
Other long-term obligations
|
$
|
1,127.2
|
|
|
$
|
1,235.7
|
|
8.
|
Equity Method Investments
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Total revenues
|
$
|
129.0
|
|
|
$
|
122.9
|
|
Gross loss
|
(7.7
|
)
|
|
(2.7
|
)
|
||
Operating and non-operating expense
|
5.6
|
|
|
5.8
|
|
||
Net loss
|
$
|
(13.3
|
)
|
|
$
|
(8.5
|
)
|
9.
|
Earnings per Ordinary Share
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions, except per share amounts)
|
2018
|
|
2017
|
||||
Basic earnings (numerator):
|
|
|
|
||||
Net earnings
|
$
|
87.1
|
|
|
$
|
66.4
|
|
Shares (denominator):
|
|
|
|
||||
Weighted average ordinary shares outstanding
|
514.4
|
|
|
534.5
|
|
||
Basic earnings per ordinary share
|
$
|
0.17
|
|
|
$
|
0.12
|
|
|
|
|
|
||||
Diluted earnings (numerator):
|
|
|
|
||||
Net earnings
|
$
|
87.1
|
|
|
$
|
66.4
|
|
Shares (denominator):
|
|
|
|
||||
Weighted average ordinary shares outstanding
|
514.4
|
|
|
534.5
|
|
||
Share-based awards
|
2.4
|
|
|
2.4
|
|
||
Total dilutive shares outstanding
|
516.8
|
|
|
536.9
|
|
||
Diluted earnings per ordinary share
|
$
|
0.17
|
|
|
$
|
0.12
|
|
10.
|
Goodwill and Intangible Assets
|
(In millions)
|
North America Segment
|
|
Europe Segment
|
|
Rest of World Segment
|
|
Total
|
||||||||
Balance at December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
3,934.6
|
|
|
$
|
4,967.1
|
|
|
$
|
1,689.0
|
|
|
$
|
10,590.7
|
|
Accumulated impairment losses
|
(385.0
|
)
|
|
—
|
|
|
—
|
|
|
(385.0
|
)
|
||||
|
3,549.6
|
|
|
4,967.1
|
|
|
1,689.0
|
|
|
10,205.7
|
|
||||
Foreign currency translation
|
(5.9
|
)
|
|
112.6
|
|
|
5.9
|
|
|
112.6
|
|
||||
|
$
|
3,543.7
|
|
|
$
|
5,079.7
|
|
|
$
|
1,694.9
|
|
|
$
|
10,318.3
|
|
Balance at March 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
3,928.7
|
|
|
$
|
5,079.7
|
|
|
$
|
1,694.9
|
|
|
$
|
10,703.3
|
|
Accumulated impairment losses
|
(385.0
|
)
|
|
—
|
|
|
—
|
|
|
(385.0
|
)
|
||||
|
$
|
3,543.7
|
|
|
$
|
5,079.7
|
|
|
$
|
1,694.9
|
|
|
$
|
10,318.3
|
|
(In millions)
|
Weighted Average Life (Years)
|
|
Original Cost
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||
March 31, 2018
|
|
|
|
|
|
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||
Product rights and licenses
|
15
|
|
$
|
20,069.3
|
|
|
$
|
5,814.6
|
|
|
$
|
14,254.7
|
|
Patents and technologies
|
20
|
|
116.6
|
|
|
114.3
|
|
|
2.3
|
|
|||
Other
(1)
|
5
|
|
472.7
|
|
|
449.2
|
|
|
23.5
|
|
|||
|
|
|
20,658.6
|
|
|
6,378.1
|
|
|
14,280.5
|
|
|||
In-process research and development
|
|
|
767.1
|
|
|
—
|
|
|
767.1
|
|
|||
|
|
|
$
|
21,425.7
|
|
|
$
|
6,378.1
|
|
|
$
|
15,047.6
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||
Product rights and licenses
|
15
|
|
$
|
19,762.9
|
|
|
$
|
5,373.7
|
|
|
$
|
14,389.2
|
|
Patents and technologies
|
20
|
|
116.6
|
|
|
113.1
|
|
|
3.5
|
|
|||
Other
(1)
|
6
|
|
459.2
|
|
|
419.3
|
|
|
39.9
|
|
|||
|
|
|
20,338.7
|
|
|
5,906.1
|
|
|
14,432.6
|
|
|||
In-process research and development
|
|
|
813.2
|
|
|
—
|
|
|
813.2
|
|
|||
|
|
|
$
|
21,151.9
|
|
|
$
|
5,906.1
|
|
|
$
|
15,245.8
|
|
(1)
|
Other intangible assets consist principally of customer lists, contractual rights and other contracts.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Intangible asset amortization expense
|
$
|
392.3
|
|
|
$
|
342.4
|
|
Intangible asset impairment charges
|
30.0
|
|
|
—
|
|
||
Total Intangible asset amortization expense (including impairment charges)
|
$
|
422.3
|
|
|
$
|
342.4
|
|
11.
|
Financial Instruments and Risk Management
|
|
Asset Derivatives
|
||||||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Interest rate swaps
|
Prepaid expenses and other current assets
|
|
$
|
0.2
|
|
|
Prepaid expenses and other current assets
|
|
$
|
16.2
|
|
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
38.8
|
|
|
Prepaid expenses and other current assets
|
|
63.4
|
|
||
Total
|
|
|
$
|
39.0
|
|
|
|
|
$
|
79.6
|
|
|
Asset Derivatives
|
||||||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency forward contracts
|
Prepaid expenses and other current assets
|
|
$
|
30.6
|
|
|
Prepaid expenses and other current assets
|
|
$
|
9.3
|
|
Total
|
|
|
$
|
30.6
|
|
|
|
|
$
|
9.3
|
|
|
Liability Derivatives
|
||||||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
(In millions)
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Foreign currency forward contracts
|
Other current liabilities
|
|
$
|
8.1
|
|
|
Other current liabilities
|
|
$
|
31.1
|
|
Total
|
|
|
$
|
8.1
|
|
|
|
|
$
|
31.1
|
|
|
Location of Gain (Loss)
Recognized in Earnings
on Derivatives
|
|
Amount of Gain (Loss) Recognized in Earnings on Derivatives
|
||||||
(In millions)
|
|
Three Months Ended
|
|||||||
|
March 31,
|
||||||||
|
2018
|
|
2017
|
||||||
Interest rate swaps
|
Interest expense
|
|
$
|
(16.0
|
)
|
|
$
|
(2.4
|
)
|
Total
|
|
|
$
|
(16.0
|
)
|
|
$
|
(2.4
|
)
|
|
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,
|
||||||||
|
2018
|
|
2017
|
||||||
2023 Senior Notes (3.125% coupon)
|
Interest expense
|
|
$
|
16.0
|
|
|
$
|
2.4
|
|
Total
|
|
|
$
|
16.0
|
|
|
$
|
2.4
|
|
|
|
Amount of Gain (Loss) Recognized in AOCE (Net of Tax) on Derivative
|
||||||
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Foreign currency forward contracts
|
|
$
|
(15.1
|
)
|
|
$
|
14.1
|
|
Interest rate swaps
|
|
—
|
|
|
0.7
|
|
||
Total
|
|
$
|
(15.1
|
)
|
|
$
|
14.8
|
|
|
|
Amount of Gain (Loss) Recognized in AOCE
(Net of Tax) on Derivative |
||||||
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Foreign currency borrowings and forward contracts
|
|
$
|
(59.2
|
)
|
|
$
|
(9.9
|
)
|
Total
|
|
$
|
(59.2
|
)
|
|
$
|
(9.9
|
)
|
|
Location of Gain (Loss) Reclassified from AOCE into Earnings (Effective Portion)
|
|
Amount of Gain (Loss) Reclassified from AOCE into Earnings
|
||||||
|
|
Three Months Ended
|
|||||||
|
|
March 31,
|
|||||||
(In millions)
|
|
2018
|
|
2017
|
|||||
Foreign currency forward contracts
|
Net sales
|
|
$
|
4.8
|
|
|
$
|
(5.2
|
)
|
Interest rate swaps
|
Interest expense
|
|
(1.9
|
)
|
|
(1.8
|
)
|
||
Total
|
|
|
$
|
2.9
|
|
|
$
|
(7.0
|
)
|
|
Location of Gain (Loss) Excluded from the Assessment of Hedge Effectiveness
|
|
Amount of Gain (Loss) Excluded from the Assessment of Hedge Effectiveness
|
||||||
|
|
Three Months Ended
|
|||||||
|
|
March 31,
|
|||||||
(In millions)
|
|
2018
|
|
2017
|
|||||
Foreign currency forward contracts
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
Total
|
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
•
|
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, 2018
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
7.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
Total cash equivalents
|
7.9
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Exchange traded funds
|
33.6
|
|
|
—
|
|
|
—
|
|
|
33.6
|
|
||||
Marketable securities
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||
Total equity securities
|
34.6
|
|
|
—
|
|
|
—
|
|
|
34.6
|
|
||||
Available-for-sale fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
14.6
|
|
|
—
|
|
|
14.6
|
|
||||
U.S. Treasuries
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
||||
Other
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
Total available-for-sale fixed income investments
|
—
|
|
|
23.5
|
|
|
—
|
|
|
23.5
|
|
||||
Foreign exchange derivative assets
|
—
|
|
|
69.4
|
|
|
—
|
|
|
69.4
|
|
||||
Interest rate swap derivative assets
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Total assets at recurring fair value measurement
|
$
|
42.5
|
|
|
$
|
93.1
|
|
|
$
|
—
|
|
|
$
|
135.6
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative liabilities
|
$
|
—
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
461.4
|
|
|
461.4
|
|
||||
Total liabilities at recurring fair value measurement
|
$
|
—
|
|
|
$
|
8.1
|
|
|
$
|
461.4
|
|
|
$
|
469.5
|
|
|
December 31, 2017
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
8.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.4
|
|
Total cash equivalents
|
8.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Exchange traded funds
|
33.9
|
|
|
—
|
|
|
—
|
|
|
33.9
|
|
||||
Marketable securities
|
45.2
|
|
|
—
|
|
|
—
|
|
|
45.2
|
|
||||
Total equity securities
|
79.1
|
|
|
—
|
|
|
—
|
|
|
79.1
|
|
||||
Available-for-sale fixed income investments:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
—
|
|
|
16.5
|
|
|
—
|
|
|
16.5
|
|
||||
U.S. Treasuries
|
—
|
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
||||
Agency mortgage-backed securities
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
||||
Asset backed securities
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||
Other
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Total available-for-sale fixed income investments
|
—
|
|
|
31.5
|
|
|
—
|
|
|
31.5
|
|
||||
Foreign exchange derivative assets
|
—
|
|
|
72.7
|
|
|
—
|
|
|
72.7
|
|
||||
Interest rate swap derivative assets
|
—
|
|
|
16.2
|
|
|
—
|
|
|
16.2
|
|
||||
Total assets at recurring fair value measurement
|
$
|
87.5
|
|
|
$
|
120.4
|
|
|
$
|
—
|
|
|
$
|
207.9
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative liabilities
|
$
|
—
|
|
|
$
|
31.1
|
|
|
$
|
—
|
|
|
$
|
31.1
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
453.7
|
|
|
453.7
|
|
||||
Total liabilities at recurring fair value measurement
|
$
|
—
|
|
|
$
|
31.1
|
|
|
$
|
453.7
|
|
|
$
|
484.8
|
|
•
|
Cash equivalents
— valued at observable net asset value prices.
|
•
|
Equity securities, exchange traded funds
— valued at the active quoted market prices from broker or dealer quotations or transparent pricing sources at the reporting date. Unrealized gains and losses attributable to changes in fair value are included in other expense, net, in the
Condensed Consolidated Statements of Operations
.
|
•
|
Equity securities, marketable securities
— valued using quoted stock prices from public exchanges at the reporting date. Unrealized gains and losses attributable to changes in fair value are included in other expense, net, in the
Condensed Consolidated Statements of Operations
.
|
•
|
Available-for-sale fixed income investments
— valued at the quoted market prices from broker or dealer quotations or transparent pricing sources at the reporting date. Unrealized gains and losses attributable to changes in fair value, net of income taxes, are included in accumulated other comprehensive loss as a component of shareholders’ equity.
|
•
|
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.
|
•
|
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.
|
(In millions)
|
Current Portion
(1)
|
|
Long-Term Portion
(2)
|
|
Total Contingent Consideration
|
||||||
Balance at December 31, 2017
|
$
|
167.8
|
|
|
$
|
285.9
|
|
|
$
|
453.7
|
|
Payments
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Reclassifications
|
32.0
|
|
|
(32.0
|
)
|
|
—
|
|
|||
Accretion
|
—
|
|
|
5.1
|
|
|
5.1
|
|
|||
Fair value adjustments
(3)
|
—
|
|
|
2.9
|
|
|
2.9
|
|
|||
Balance at March 31, 2018
|
$
|
199.5
|
|
|
$
|
261.9
|
|
|
$
|
461.4
|
|
(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)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Receivables Facility
|
$
|
355.0
|
|
|
$
|
45.0
|
|
Other
|
0.5
|
|
|
1.5
|
|
||
Short-term borrowings
|
$
|
355.5
|
|
|
$
|
46.5
|
|
(In millions)
|
Interest Rate as of March 31, 2018
|
|
March 31,
2018 |
|
December 31,
2017 |
|||||
Current portion of long-term debt:
|
|
|
|
|
|
|||||
2018 Senior Notes
*
|
2.600
|
%
|
|
$
|
649.9
|
|
|
$
|
649.9
|
|
2018 Floating Rate Euro Notes
(a) **
|
|
|
616.2
|
|
|
600.2
|
|
|||
2018 Senior Notes
**
|
3.000
|
%
|
|
499.8
|
|
|
499.8
|
|
||
2019 Senior Notes
*
|
2.550
|
%
|
|
499.8
|
|
|
—
|
|
||
Other
|
|
|
2.7
|
|
|
2.4
|
|
|||
Deferred financing fees
|
|
|
(3.2
|
)
|
|
(3.1
|
)
|
|||
Current portion of long-term debt
|
|
|
$
|
2,265.2
|
|
|
$
|
1,749.2
|
|
|
|
|
|
|
|
|
|||||
Non-current portion of long-term debt:
|
|
|
|
|
|
|||||
2016 Term Facility
(b)
**
|
3.252
|
%
|
|
100.0
|
|
|
100.0
|
|
||
2019 Senior Notes
**
|
2.500
|
%
|
|
999.5
|
|
|
999.5
|
|
||
2019 Senior Notes
*
|
2.550
|
%
|
|
—
|
|
|
499.7
|
|
||
2020 Floating Rate Euro Notes
(c) **
|
|
|
616.2
|
|
|
600.2
|
|
|||
2020 Euro Senior Notes
**
|
1.250
|
%
|
|
921.7
|
|
|
897.6
|
|
||
2020 Senior Notes
**
|
3.750
|
%
|
|
499.9
|
|
|
499.9
|
|
||
2021 Senior Notes
**
|
3.150
|
%
|
|
2,248.3
|
|
|
2,248.2
|
|
||
2023 Senior Notes
*
|
3.125
|
%
|
|
749.4
|
|
|
765.4
|
|
||
2023 Senior Notes
*
|
4.200
|
%
|
|
498.8
|
|
|
498.8
|
|
||
2024 Euro Senior Notes
**
|
2.250
|
%
|
|
1,229.7
|
|
|
1,197.7
|
|
||
2026 Senior Notes
**
|
3.950
|
%
|
|
2,235.3
|
|
|
2,235.0
|
|
||
2028 Euro Senior Notes
**
|
3.125
|
%
|
|
915.9
|
|
|
892.0
|
|
||
2043 Senior Notes
*
|
5.400
|
%
|
|
497.1
|
|
|
497.1
|
|
||
2046 Senior Notes
**
|
5.250
|
%
|
|
999.8
|
|
|
999.8
|
|
||
Other
|
|
|
6.9
|
|
|
6.3
|
|
|||
Deferred financing fees
|
|
|
(67.1
|
)
|
|
(71.9
|
)
|
|||
Long-term debt
|
|
|
$
|
12,451.4
|
|
|
$
|
12,865.3
|
|
(a)
|
Instrument bears interest at a rate of three-month EURIBOR plus
0.870%
per annum, reset quarterly.
|
(b)
|
The 2016 Term Facility bears interest at LIBOR plus a base rate, which margins can fluctuate based on the Company’s credit ratings. At
March 31, 2018
, the weighted average interest rate of the 2016 Term Facility was approximately
3.25%
.
|
(c)
|
Instrument bears interest at a rate of three-month EURIBOR plus
0.50%
per annum, reset quarterly.
|
*
|
Instrument was issued by Mylan Inc.
|
**
|
Instrument was issued by Mylan N.V.
|
(In millions)
|
Interest Rate
|
|
Principal Amount
|
|||
2028 Senior Notes
(1)
|
4.550
|
%
|
|
$
|
750.0
|
|
2048 Senior Notes
(1)
|
5.200
|
%
|
|
750.0
|
|
|
Total Senior Notes
|
|
|
$
|
1,500.0
|
|
(1)
|
Redeemable, in whole or in part, at our option at any time prior to three months (in the case of the 2028 Senior Notes) or six months (in the case of the 2048 Senior Notes) of the maturity date at the greater of 100% of the principal amount or the sum of the present values of the remaining scheduled payments of principal and interest discounted at the U.S. Treasury rate plus an incremental spread of
0.30%
(in the case of the 2028 Senior Notes) or
0.35%
(in the case of the 2048 Senior Notes), plus, in each case, accrued and unpaid interest.
|
(In millions)
|
Total
|
||
2018
|
$
|
1,766
|
|
2019
|
1,600
|
|
|
2020
|
2,041
|
|
|
2021
|
2,250
|
|
|
2022
|
—
|
|
|
Thereafter
|
7,157
|
|
|
Total
|
$
|
14,814
|
|
13.
|
Comprehensive Earnings
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Accumulated other comprehensive loss:
|
|
|
|
||||
Net unrealized (loss) gain on marketable securities, net of tax
|
$
|
(0.2
|
)
|
|
$
|
10.1
|
|
Net unrecognized gains and prior service cost related to defined benefit plans, net of tax
|
2.2
|
|
|
6.0
|
|
||
Net unrecognized losses on derivatives in cash flow hedging relationships, net of tax
|
(22.6
|
)
|
|
(3.7
|
)
|
||
Net unrecognized losses on derivatives in net investment hedging relationships, net of tax
|
(299.0
|
)
|
|
(239.8
|
)
|
||
Foreign currency translation adjustment
|
128.1
|
|
|
(133.8
|
)
|
||
|
$
|
(191.5
|
)
|
|
$
|
(361.2
|
)
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||||||||
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, 2017, net of tax
|
|
|
|
|
$
|
(3.7
|
)
|
|
$
|
(239.8
|
)
|
|
$
|
10.1
|
|
|
$
|
6.0
|
|
|
$
|
(133.8
|
)
|
|
$
|
(361.2
|
)
|
||
Other comprehensive (loss) earnings before reclassifications, before tax
|
|
|
|
|
(29.1
|
)
|
|
(59.2
|
)
|
|
(0.4
|
)
|
|
(4.4
|
)
|
|
261.9
|
|
|
168.8
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales
|
(4.8
|
)
|
|
|
|
(4.8
|
)
|
|
|
|
|
|
|
|
|
|
(4.8
|
)
|
|||||||||||
Loss on interest rate swaps classified as cash flow hedges, included in interest expense
|
|
|
1.9
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
1.9
|
|
|||||||||||
Amortization of prior service costs included in SG&A
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
0.1
|
|
||||||||||||
Amortization of actuarial loss included in SG&A
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Net other comprehensive (loss) earnings, before tax
|
|
|
|
|
(32.0
|
)
|
|
(59.2
|
)
|
|
(0.4
|
)
|
|
(4.3
|
)
|
|
261.9
|
|
|
166.0
|
|
||||||||
Income tax benefit
|
|
|
|
|
(10.6
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(11.2
|
)
|
||||||||
Cumulative effect of the adoption of new accounting standards
|
|
|
|
|
2.5
|
|
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
||||||||
Balance at March 31, 2018, net of tax
|
|
|
|
|
$
|
(22.6
|
)
|
|
$
|
(299.0
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
2.2
|
|
|
$
|
128.1
|
|
|
$
|
(191.5
|
)
|
|
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 (loss) earnings, 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 gain 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
|
)
|
14.
|
Shareholders’ Equity
|
(In millions)
|
Total
|
||
December 31, 2017
|
$
|
13,307.6
|
|
Net earnings
|
87.1
|
|
|
Other comprehensive earnings, net of tax
|
177.2
|
|
|
Stock option activity
|
10.6
|
|
|
Ordinary share repurchase
|
(432.0
|
)
|
|
Share-based compensation expense
|
21.4
|
|
|
Issuance of restricted stock, net of shares withheld
|
(8.0
|
)
|
|
Cumulative effect of the adoption of new accounting standards
|
12.8
|
|
|
March 31, 2018
|
$
|
13,176.7
|
|
(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
|
|
15.
|
Segment Information
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
985.3
|
|
|
$
|
1,038.4
|
|
|
$
|
626.7
|
|
|
$
|
—
|
|
|
$
|
2,650.4
|
|
Other revenue
|
21.1
|
|
|
9.5
|
|
|
3.5
|
|
|
—
|
|
|
34.1
|
|
|||||
Intersegment revenue
|
12.3
|
|
|
25.6
|
|
|
86.7
|
|
|
(124.6
|
)
|
|
—
|
|
|||||
Total
|
$
|
1,018.7
|
|
|
$
|
1,073.5
|
|
|
$
|
716.9
|
|
|
$
|
(124.6
|
)
|
|
$
|
2,684.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profitability
|
$
|
459.9
|
|
|
$
|
258.2
|
|
|
$
|
106.6
|
|
|
$
|
—
|
|
|
$
|
824.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible asset amortization expense
|
|
|
|
|
|
|
|
|
(392.3
|
)
|
|||||||||
Intangible asset impairment charges
|
|
|
|
|
|
|
|
|
(30.0
|
)
|
|||||||||
Globally managed research and development costs
|
|
|
|
|
|
|
|
|
(76.9
|
)
|
|||||||||
Corporate costs and special items
|
|
|
|
|
|
|
|
|
(153.6
|
)
|
|||||||||
Litigation settlements & other contingencies
|
|
|
|
|
|
|
|
|
(16.2
|
)
|
|||||||||
Earnings from operations
|
|
|
|
|
|
|
|
|
$
|
155.7
|
|
(In millions)
|
North America
|
|
Europe
|
|
Rest of World
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,214.9
|
|
|
$
|
892.0
|
|
|
$
|
580.5
|
|
|
$
|
—
|
|
|
$
|
2,687.4
|
|
Other revenue
|
23.4
|
|
|
6.7
|
|
|
2.0
|
|
|
—
|
|
|
32.1
|
|
|||||
Intersegment revenue
|
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
|
|
|
$
|
—
|
|
|
$
|
900.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible asset amortization expense
|
|
|
|
|
|
|
|
|
(342.4
|
)
|
|||||||||
Globally managed research and development costs
|
|
|
|
|
|
|
|
|
(113.9
|
)
|
|||||||||
Corporate costs and special items
|
|
|
|
|
|
|
|
|
(207.1
|
)
|
|||||||||
Litigation settlements & other contingencies
|
|
|
|
|
|
|
|
|
(9.0
|
)
|
|||||||||
Earnings from operations
|
|
|
|
|
|
|
|
|
$
|
227.7
|
|
16.
|
Subsidiary Guarantors
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,650.4
|
|
|
$
|
—
|
|
|
$
|
2,650.4
|
|
Other revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
34.1
|
|
|
—
|
|
|
34.1
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
2,684.5
|
|
|
—
|
|
|
2,684.5
|
|
||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
1,700.2
|
|
|
—
|
|
|
1,700.2
|
|
||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
984.3
|
|
|
—
|
|
|
984.3
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|
204.9
|
|
|
—
|
|
|
204.9
|
|
||||||
Selling, general and administrative
|
9.8
|
|
|
130.7
|
|
|
—
|
|
|
467.0
|
|
|
—
|
|
|
607.5
|
|
||||||
Litigation settlements and other contingencies, net
|
—
|
|
|
7.0
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
16.2
|
|
||||||
Total operating expenses
|
9.8
|
|
|
137.7
|
|
|
—
|
|
|
681.1
|
|
|
—
|
|
|
828.6
|
|
||||||
(Loss) earnings from operations
|
(9.8
|
)
|
|
(137.7
|
)
|
|
—
|
|
|
303.2
|
|
|
—
|
|
|
155.7
|
|
||||||
Interest expense
|
93.5
|
|
|
26.9
|
|
|
—
|
|
|
11.3
|
|
|
—
|
|
|
131.7
|
|
||||||
Other (income) expense, net
|
(114.0
|
)
|
|
(57.7
|
)
|
|
—
|
|
|
185.2
|
|
|
—
|
|
|
13.5
|
|
||||||
Earnings (loss) before income taxes
|
10.7
|
|
|
(106.9
|
)
|
|
—
|
|
|
106.7
|
|
|
—
|
|
|
10.5
|
|
||||||
Income tax benefit
|
(7.3
|
)
|
|
(17.7
|
)
|
|
—
|
|
|
(51.6
|
)
|
|
—
|
|
|
(76.6
|
)
|
||||||
Earnings (losses) of equity interest subsidiaries
|
69.1
|
|
|
(8.3
|
)
|
|
—
|
|
|
—
|
|
|
(60.8
|
)
|
|
—
|
|
||||||
Net earnings (loss)
|
$
|
87.1
|
|
|
$
|
(97.5
|
)
|
|
$
|
—
|
|
|
$
|
158.3
|
|
|
$
|
(60.8
|
)
|
|
$
|
87.1
|
|
(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
|
|
|
—
|
|
|
461.7
|
|
|
—
|
|
|
630.8
|
|
||||||
Litigation settlements and other contingencies, net
|
—
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
9.0
|
|
||||||
Total operating expenses
|
12.6
|
|
|
156.5
|
|
|
—
|
|
|
688.2
|
|
|
—
|
|
|
857.3
|
|
||||||
(Loss) earnings from operations
|
(12.6
|
)
|
|
(156.5
|
)
|
|
—
|
|
|
396.8
|
|
|
—
|
|
|
227.7
|
|
||||||
Interest expense
|
97.6
|
|
|
25.4
|
|
|
—
|
|
|
15.2
|
|
|
—
|
|
|
138.2
|
|
||||||
Other (income) expense, net
|
(95.5
|
)
|
|
(57.3
|
)
|
|
—
|
|
|
170.7
|
|
|
—
|
|
|
17.9
|
|
||||||
(Loss) earnings before income taxes
|
(14.7
|
)
|
|
(124.6
|
)
|
|
—
|
|
|
210.9
|
|
|
—
|
|
|
71.6
|
|
||||||
Income tax (benefit) provision
|
(1.6
|
)
|
|
3.2
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
5.2
|
|
||||||
Earnings 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
|
||||||||||||
Net earnings (loss)
|
$
|
87.1
|
|
|
$
|
(97.5
|
)
|
|
$
|
—
|
|
|
$
|
158.3
|
|
|
$
|
(60.8
|
)
|
|
$
|
87.1
|
|
Other comprehensive earnings (loss), before tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
261.9
|
|
|
—
|
|
|
—
|
|
|
261.9
|
|
|
(261.9
|
)
|
|
261.9
|
|
||||||
Change in unrecognized (loss) gain and prior service cost related to defined benefit plans
|
(4.3
|
)
|
|
0.1
|
|
|
—
|
|
|
(4.4
|
)
|
|
4.3
|
|
|
(4.3
|
)
|
||||||
Net unrecognized (loss) gain on derivatives in cash flow hedging relationships
|
(32.0
|
)
|
|
1.9
|
|
|
—
|
|
|
(33.9
|
)
|
|
32.0
|
|
|
(32.0
|
)
|
||||||
Net unrecognized loss on derivatives in net investment hedging relationships
|
(59.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59.2
|
)
|
||||||
Net unrealized (loss) gain on marketable securities
|
(0.4
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
0.2
|
|
|
0.4
|
|
|
(0.4
|
)
|
||||||
Other comprehensive earnings, before tax
|
166.0
|
|
|
1.4
|
|
|
—
|
|
|
223.8
|
|
|
(225.2
|
)
|
|
166.0
|
|
||||||
Income tax benefit
|
(11.2
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(10.8
|
)
|
|
11.2
|
|
|
(11.2
|
)
|
||||||
Other comprehensive earnings, net of tax
|
177.2
|
|
|
1.8
|
|
|
—
|
|
|
234.6
|
|
|
(236.4
|
)
|
|
177.2
|
|
||||||
Comprehensive earnings (loss)
|
$
|
264.3
|
|
|
$
|
(95.7
|
)
|
|
$
|
—
|
|
|
$
|
392.9
|
|
|
$
|
(297.2
|
)
|
|
$
|
264.3
|
|
(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 unrealized 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 (benefit)
|
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
|
$
|
517.1
|
|
|
$
|
99.5
|
|
|
$
|
—
|
|
|
$
|
644.7
|
|
|
$
|
(744.2
|
)
|
|
$
|
517.1
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
366.6
|
|
|
$
|
—
|
|
|
$
|
367.4
|
|
Accounts receivable, net
|
—
|
|
|
38.1
|
|
|
—
|
|
|
2,986.7
|
|
|
—
|
|
|
3,024.8
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
2,641.1
|
|
|
—
|
|
|
2,641.1
|
|
||||||
Intercompany receivables
|
316.0
|
|
|
475.6
|
|
|
—
|
|
|
12,005.3
|
|
|
(12,796.9
|
)
|
|
—
|
|
||||||
Prepaid expenses and other current assets
|
10.7
|
|
|
97.0
|
|
|
—
|
|
|
620.3
|
|
|
—
|
|
|
728.0
|
|
||||||
Total current assets
|
326.7
|
|
|
611.5
|
|
|
—
|
|
|
18,620.0
|
|
|
(12,796.9
|
)
|
|
6,761.3
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
282.0
|
|
|
—
|
|
|
1,993.2
|
|
|
—
|
|
|
2,275.2
|
|
||||||
Investments in subsidiaries
|
20,061.8
|
|
|
15,639.4
|
|
|
—
|
|
|
—
|
|
|
(35,701.2
|
)
|
|
—
|
|
||||||
Intercompany notes and interest receivable
|
7,990.3
|
|
|
10,384.5
|
|
|
—
|
|
|
2,788.8
|
|
|
(21,163.6
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
15,047.6
|
|
|
—
|
|
|
15,047.6
|
|
||||||
Goodwill
|
—
|
|
|
17.1
|
|
|
—
|
|
|
10,301.2
|
|
|
—
|
|
|
10,318.3
|
|
||||||
Other assets
|
4.7
|
|
|
50.0
|
|
|
—
|
|
|
727.4
|
|
|
—
|
|
|
782.1
|
|
||||||
Total assets
|
$
|
28,383.5
|
|
|
$
|
26,984.5
|
|
|
$
|
—
|
|
|
$
|
49,478.2
|
|
|
$
|
(69,661.7
|
)
|
|
$
|
35,184.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
30.8
|
|
|
$
|
—
|
|
|
$
|
1,355.8
|
|
|
$
|
—
|
|
|
$
|
1,386.6
|
|
Short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
355.5
|
|
|
—
|
|
|
355.5
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
31.6
|
|
|
—
|
|
|
31.6
|
|
||||||
Current portion of long-term debt and other long-term obligations
|
1,114.5
|
|
|
1,148.2
|
|
|
—
|
|
|
63.1
|
|
|
—
|
|
|
2,325.8
|
|
||||||
Intercompany payables
|
707.2
|
|
|
12,089.6
|
|
|
—
|
|
|
0.1
|
|
|
(12,796.9
|
)
|
|
—
|
|
||||||
Other current liabilities
|
105.4
|
|
|
351.7
|
|
|
—
|
|
|
1,830.2
|
|
|
—
|
|
|
2,287.3
|
|
||||||
Total current liabilities
|
1,927.1
|
|
|
13,620.3
|
|
|
—
|
|
|
3,636.3
|
|
|
(12,796.9
|
)
|
|
6,386.8
|
|
||||||
Long-term debt
|
10,713.7
|
|
|
1,730.8
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
12,451.4
|
|
||||||
Intercompany notes payable
|
2,566.0
|
|
|
3,437.5
|
|
|
—
|
|
|
15,160.1
|
|
|
(21,163.6
|
)
|
|
—
|
|
||||||
Other long-term obligations
|
—
|
|
|
39.5
|
|
|
—
|
|
|
3,130.1
|
|
|
—
|
|
|
3,169.6
|
|
||||||
Total liabilities
|
15,206.8
|
|
|
18,828.1
|
|
|
—
|
|
|
21,933.4
|
|
|
(33,960.5
|
)
|
|
22,007.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
13,176.7
|
|
|
8,156.4
|
|
|
—
|
|
|
27,544.8
|
|
|
(35,701.2
|
)
|
|
13,176.7
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
28,383.5
|
|
|
$
|
26,984.5
|
|
|
$
|
—
|
|
|
$
|
49,478.2
|
|
|
$
|
(69,661.7
|
)
|
|
$
|
35,184.5
|
|
(In millions)
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
291.9
|
|
|
$
|
—
|
|
|
$
|
292.1
|
|
Accounts receivable, net
|
—
|
|
|
1.0
|
|
|
—
|
|
|
3,611.4
|
|
|
—
|
|
|
3,612.4
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
2,542.7
|
|
|
—
|
|
|
2,542.7
|
|
||||||
Intercompany receivables
|
317.2
|
|
|
462.1
|
|
|
—
|
|
|
11,828.5
|
|
|
(12,607.8
|
)
|
|
—
|
|
||||||
Prepaid expenses and other current assets
|
5.6
|
|
|
171.1
|
|
|
—
|
|
|
589.4
|
|
|
—
|
|
|
766.1
|
|
||||||
Total current assets
|
322.8
|
|
|
634.4
|
|
|
—
|
|
|
18,863.9
|
|
|
(12,607.8
|
)
|
|
7,213.3
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
294.1
|
|
|
—
|
|
|
2,045.0
|
|
|
—
|
|
|
2,339.1
|
|
||||||
Investments in subsidiaries
|
19,736.5
|
|
|
15,288.3
|
|
|
—
|
|
|
—
|
|
|
(35,024.8
|
)
|
|
—
|
|
||||||
Intercompany notes and interest receivable
|
7,822.6
|
|
|
10,271.2
|
|
|
—
|
|
|
2,186.3
|
|
|
(20,280.1
|
)
|
|
—
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
15,245.8
|
|
|
—
|
|
|
15,245.8
|
|
||||||
Goodwill
|
—
|
|
|
17.1
|
|
|
—
|
|
|
10,188.6
|
|
|
—
|
|
|
10,205.7
|
|
||||||
Other assets
|
4.9
|
|
|
56.5
|
|
|
—
|
|
|
741.0
|
|
|
—
|
|
|
802.4
|
|
||||||
Total assets
|
$
|
27,886.8
|
|
|
$
|
26,561.6
|
|
|
$
|
—
|
|
|
$
|
49,270.6
|
|
|
$
|
(67,912.7
|
)
|
|
$
|
35,806.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
45.3
|
|
|
$
|
—
|
|
|
$
|
1,407.2
|
|
|
$
|
—
|
|
|
$
|
1,452.5
|
|
Short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
46.5
|
|
|
—
|
|
|
46.5
|
|
||||||
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
112.9
|
|
|
—
|
|
|
112.9
|
|
||||||
Current portion of long-term debt and other long-term obligations
|
1,097.8
|
|
|
649.1
|
|
|
—
|
|
|
62.0
|
|
|
—
|
|
|
1,808.9
|
|
||||||
Intercompany payables
|
664.7
|
|
|
11,911.5
|
|
|
—
|
|
|
31.6
|
|
|
(12,607.8
|
)
|
|
—
|
|
||||||
Other current liabilities
|
35.5
|
|
|
397.0
|
|
|
—
|
|
|
2,532.0
|
|
|
—
|
|
|
2,964.5
|
|
||||||
Total current liabilities
|
1,798.0
|
|
|
13,002.9
|
|
|
—
|
|
|
4,192.2
|
|
|
(12,607.8
|
)
|
|
6,385.3
|
|
||||||
Long-term debt
|
10,614.3
|
|
|
2,244.5
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
12,865.3
|
|
||||||
Intercompany notes payable
|
2,166.9
|
|
|
3,312.7
|
|
|
—
|
|
|
14,800.5
|
|
|
(20,280.1
|
)
|
|
—
|
|
||||||
Other long-term obligations
|
—
|
|
|
57.3
|
|
|
—
|
|
|
3,190.8
|
|
|
—
|
|
|
3,248.1
|
|
||||||
Total liabilities
|
14,579.2
|
|
|
18,617.4
|
|
|
—
|
|
|
22,190.0
|
|
|
(32,887.9
|
)
|
|
22,498.7
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
13,307.6
|
|
|
7,944.2
|
|
|
—
|
|
|
27,080.6
|
|
|
(35,024.8
|
)
|
|
13,307.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities and equity
|
$
|
27,886.8
|
|
|
$
|
26,561.6
|
|
|
$
|
—
|
|
|
$
|
49,270.6
|
|
|
$
|
(67,912.7
|
)
|
|
$
|
35,806.3
|
|
(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
|
$
|
(28.1
|
)
|
|
$
|
(128.3
|
)
|
|
$
|
—
|
|
|
$
|
778.2
|
|
|
$
|
—
|
|
|
$
|
621.8
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
(24.9
|
)
|
|
—
|
|
|
(30.7
|
)
|
||||||
Purchase of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
||||||
Proceeds from the sale of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
|
15.0
|
|
||||||
Cash paid for acquisitions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(63.3
|
)
|
|
—
|
|
|
(63.3
|
)
|
||||||
Investments in affiliates
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
||||||
Dividends from affiliates
|
56.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56.9
|
)
|
|
—
|
|
||||||
Loans to affiliates
|
(409.2
|
)
|
|
—
|
|
|
—
|
|
|
(1,316.6
|
)
|
|
1,725.8
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
425.7
|
|
|
—
|
|
|
—
|
|
|
677.4
|
|
|
(1,103.1
|
)
|
|
—
|
|
||||||
Payments for product rights and other, net
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(342.3
|
)
|
|
—
|
|
|
(342.4
|
)
|
||||||
Net cash provided by (used in) investing activities
|
73.4
|
|
|
(11.9
|
)
|
|
—
|
|
|
(1,062.2
|
)
|
|
571.8
|
|
|
(428.9
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments of financing fees
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Purchase of ordinary shares
|
(432.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(432.0
|
)
|
||||||
Change in short-term borrowings, net
|
—
|
|
|
—
|
|
|
—
|
|
|
309.1
|
|
|
—
|
|
|
309.1
|
|
||||||
Proceeds from issuance of long-term debt
|
496.5
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
498.4
|
|
||||||
Payments of long-term debt
|
(496.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(498.0
|
)
|
||||||
Proceeds from exercise of stock options
|
10.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.8
|
|
||||||
Taxes paid related to net share settlement of equity awards
|
(8.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
||||||
Contingent consideration payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
(6.0
|
)
|
|
—
|
|
||||||
Capital payments to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(56.9
|
)
|
|
56.9
|
|
|
—
|
|
||||||
Payments on borrowings from affiliates
|
—
|
|
|
(837.4
|
)
|
|
—
|
|
|
(265.7
|
)
|
|
1,103.1
|
|
|
—
|
|
||||||
Proceeds from borrowings from affiliates
|
384.8
|
|
|
978.6
|
|
|
—
|
|
|
362.4
|
|
|
(1,725.8
|
)
|
|
—
|
|
||||||
Other items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(45.3
|
)
|
|
140.8
|
|
|
—
|
|
|
354.9
|
|
|
(571.8
|
)
|
|
(121.4
|
)
|
||||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
||||||
Net increase in cash, cash equivalents and restricted cash
|
—
|
|
|
0.6
|
|
|
—
|
|
|
74.6
|
|
|
—
|
|
|
75.2
|
|
||||||
Cash, cash equivalents and restricted cash — beginning of period
|
—
|
|
|
23.8
|
|
|
—
|
|
|
346.1
|
|
|
—
|
|
|
369.9
|
|
||||||
Cash, cash equivalents and restricted cash — end of period
|
$
|
—
|
|
|
$
|
24.4
|
|
|
$
|
—
|
|
|
$
|
420.7
|
|
|
$
|
—
|
|
|
$
|
445.1
|
|
(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
|
)
|
||||||
Purchase of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||||
Proceeds from the sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
31.1
|
|
|
—
|
|
|
31.1
|
|
||||||
Proceeds from the 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 investing activities
|
581.9
|
|
|
(136.4
|
)
|
|
—
|
|
|
(875.5
|
)
|
|
253.2
|
|
|
(176.8
|
)
|
||||||
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 (used in) financing activities
|
(554.8
|
)
|
|
323.1
|
|
|
—
|
|
|
(90.8
|
)
|
|
(253.2
|
)
|
|
(575.7
|
)
|
||||||
Effect on cash of changes in exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|
—
|
|
|
12.2
|
|
||||||
Net decrease in cash, cash equivalents and restricted cash
|
(0.3
|
)
|
|
(6.0
|
)
|
|
—
|
|
|
(281.1
|
)
|
|
—
|
|
|
(287.4
|
)
|
||||||
Cash, cash equivalents and restricted cash — beginning of period
|
0.3
|
|
|
85.4
|
|
|
—
|
|
|
1,061.3
|
|
|
—
|
|
|
1,147.0
|
|
||||||
Cash, cash equivalents and restricted cash — end of period
|
$
|
—
|
|
|
$
|
79.4
|
|
|
$
|
—
|
|
|
$
|
780.2
|
|
|
$
|
—
|
|
|
$
|
859.6
|
|
|
March 31, 2018
|
||||||||||||||||||||||
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
366.6
|
|
|
$
|
—
|
|
|
$
|
367.4
|
|
Restricted cash, included in prepaid expenses and other current assets
|
—
|
|
|
23.6
|
|
|
—
|
|
|
54.1
|
|
|
—
|
|
|
77.7
|
|
||||||
Cash, cash equivalents and restricted cash
|
$
|
—
|
|
|
$
|
24.4
|
|
|
$
|
—
|
|
|
$
|
420.7
|
|
|
$
|
—
|
|
|
$
|
445.1
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
291.9
|
|
|
$
|
—
|
|
|
$
|
292.1
|
|
Restricted cash, included in prepaid expenses and other current assets
|
—
|
|
|
23.6
|
|
|
—
|
|
|
54.2
|
|
|
—
|
|
|
77.8
|
|
||||||
Cash, cash equivalents and restricted cash
|
$
|
—
|
|
|
$
|
23.8
|
|
|
$
|
—
|
|
|
$
|
346.1
|
|
|
$
|
—
|
|
|
$
|
369.9
|
|
|
March 31, 2017
|
||||||||||||||||||||||
|
Mylan N.V.
|
|
Mylan Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
717.5
|
|
|
$
|
—
|
|
|
$
|
723.8
|
|
Restricted cash, included in prepaid expenses and other current assets
|
—
|
|
|
73.1
|
|
|
—
|
|
|
62.7
|
|
|
—
|
|
|
135.8
|
|
||||||
Cash, cash equivalents and restricted cash
|
$
|
—
|
|
|
$
|
79.4
|
|
|
$
|
—
|
|
|
$
|
780.2
|
|
|
$
|
—
|
|
|
$
|
859.6
|
|
17.
|
Restructuring
|
(In millions)
|
Employee Related Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
Balance at December 31, 2017:
|
$
|
92.9
|
|
|
$
|
14.1
|
|
|
$
|
107.0
|
|
Charges
(1)
|
15.1
|
|
|
30.3
|
|
|
45.4
|
|
|||
Cash payment
|
(28.7
|
)
|
|
(2.8
|
)
|
|
(31.5
|
)
|
|||
Utilization
|
—
|
|
|
(30.8
|
)
|
|
(30.8
|
)
|
|||
Foreign currency translation
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||
Balance at March 31, 2018:
|
$
|
79.9
|
|
|
$
|
10.8
|
|
|
$
|
90.7
|
|
(1)
|
For the
three months ended March 31, 2018
, total restructuring charges in North America, Europe, Rest of World and corporate were approximately
$16.4 million
,
$20.8 million
,
$7.2 million
and
$1.0 million
, respectively.
|
18.
|
Collaboration and Licensing Agreements
|
19.
|
Income Taxes
|
20.
|
Litigation
|
|
Three Months Ended
|
|||||||||||||
|
March 31,
|
|||||||||||||
(In millions, except per share amounts)
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Total revenues
|
$
|
2,684.5
|
|
|
$
|
2,719.5
|
|
|
$
|
(35.0
|
)
|
|
(1
|
)%
|
Gross profit
|
984.3
|
|
|
1,085.0
|
|
|
(100.7
|
)
|
|
(9
|
)%
|
|||
Earnings from operations
|
155.7
|
|
|
227.7
|
|
|
(72.0
|
)
|
|
(32
|
)%
|
|||
Net earnings
|
87.1
|
|
|
66.4
|
|
|
20.7
|
|
|
31
|
%
|
|||
Diluted earnings per ordinary share
|
$
|
0.17
|
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
|
42
|
%
|
|
Three Months Ended
|
||||||||||||||||||||
|
March 31,
|
||||||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
% Change
|
|
2018 Currency Impact
(1)
|
|
2018 Constant Currency Revenues
|
|
Constant Currency % Change
(2)
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
985.3
|
|
|
$
|
1,214.9
|
|
|
(19
|
)%
|
|
$
|
(3.1
|
)
|
|
$
|
982.2
|
|
|
(19
|
)%
|
Europe
|
1,038.4
|
|
|
892.0
|
|
|
16
|
%
|
|
(132.8
|
)
|
|
905.6
|
|
|
2
|
%
|
||||
Rest of World
|
626.7
|
|
|
580.5
|
|
|
8
|
%
|
|
(28.2
|
)
|
|
598.5
|
|
|
3
|
%
|
||||
Total net sales
|
2,650.4
|
|
|
2,687.4
|
|
|
(1
|
)%
|
|
(164.1
|
)
|
|
2,486.3
|
|
|
(7
|
)%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other revenues
(3)
|
34.1
|
|
|
32.1
|
|
|
6
|
%
|
|
(1.9
|
)
|
|
32.2
|
|
|
—
|
%
|
||||
Consolidated total revenues
(4)
|
$
|
2,684.5
|
|
|
$
|
2,719.5
|
|
|
(1
|
)%
|
|
$
|
(166.0
|
)
|
|
$
|
2,518.5
|
|
|
(7
|
)%
|
(1)
|
Currency impact is shown as unfavorable (favorable).
|
(2)
|
The constant currency percentage change is derived by translating net sales or revenues for the current period at prior year comparative period exchange rates, and in doing so shows the percentage change from
2018
constant currency net sales or revenues to the corresponding amount in the prior year.
|
(3)
|
For the
three months ended March 31, 2018
, other revenues in North America, Europe, and Rest of World were approximately
$21.1 million
,
$9.5 million
, and
$3.5 million
, respectively.
|
(4)
|
Amounts exclude intersegment revenue that eliminates on a consolidated basis.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
U.S. GAAP cost of sales
|
$
|
1,700.2
|
|
|
$
|
1,634.5
|
|
Deduct:
|
|
|
|
||||
Purchase accounting amortization and other related items
|
(420.9
|
)
|
|
(343.3
|
)
|
||
Acquisition related items
|
(0.2
|
)
|
|
(5.9
|
)
|
||
Restructuring related costs
|
(4.4
|
)
|
|
(12.9
|
)
|
||
Other special items
|
(10.0
|
)
|
|
(7.1
|
)
|
||
Adjusted cost of sales
|
$
|
1,264.7
|
|
|
$
|
1,265.3
|
|
|
|
|
|
||||
Adjusted gross profit
(a)
|
$
|
1,419.8
|
|
|
$
|
1,454.2
|
|
|
|
|
|
||||
Adjusted gross margin
(a)
|
53
|
%
|
|
53
|
%
|
(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)
|
2018
|
|
2017
|
||||
Losses from equity affiliates, primarily clean energy investments
|
$
|
23.1
|
|
|
$
|
33.2
|
|
Foreign exchange gains, net
|
(15.6
|
)
|
|
(10.3
|
)
|
||
Other losses/(gains), net
|
6.0
|
|
|
(5.0
|
)
|
||
Other expense, net
|
$
|
13.5
|
|
|
$
|
17.9
|
|
•
|
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 the U.S. Internal Revenue Code of 1986, as amended; only included in adjusted net earnings and adjusted EPS is the net tax effect of the entity’s activities;
|
•
|
The pre-tax mark-to-market gains and losses of the Company’s investments in marketable equity securities historically accounted for as available for sale securities; only included in adjusted net earnings and adjusted EPS are cumulative realized gains and losses; 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)
|
2018
|
|
2017
|
||||||||||||
U.S. GAAP net earnings and U.S. GAAP EPS
|
$
|
87.1
|
|
|
$
|
0.17
|
|
|
$
|
66.4
|
|
|
$
|
0.12
|
|
Purchase accounting related amortization (primarily included in cost of sales)
(a)
|
423.4
|
|
|
|
|
349.2
|
|
|
|
||||||
Litigation settlements and other contingencies, net
|
16.2
|
|
|
|
|
(0.9
|
)
|
|
|
||||||
Interest expense (primarily clean energy investment financing and accretion of contingent consideration)
|
9.7
|
|
|
|
|
25.0
|
|
|
|
||||||
Clean energy investments pre-tax loss
|
23.0
|
|
|
|
|
22.3
|
|
|
|
||||||
Acquisition related costs (primarily included in SG&A and cost of sales)
(b)
|
2.3
|
|
|
|
|
31.3
|
|
|
|
||||||
Restructuring related costs
(c)
|
45.4
|
|
|
|
|
23.1
|
|
|
|
||||||
Other special items included in:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
10.0
|
|
|
|
|
7.1
|
|
|
|
||||||
Research and development expense
(d)
|
46.6
|
|
|
|
|
65.1
|
|
|
|
||||||
Selling, general and administrative expense
|
1.8
|
|
|
|
|
5.9
|
|
|
|
||||||
Other expense, net
(e)
|
17.4
|
|
|
|
|
6.1
|
|
|
|
||||||
Tax effect of the above items and other income tax related items
|
(187.3
|
)
|
|
|
|
(100.8
|
)
|
|
|
||||||
Adjusted net earnings and adjusted EPS
|
$
|
495.6
|
|
|
$
|
0.96
|
|
|
$
|
499.8
|
|
|
$
|
0.93
|
|
Weighted average diluted ordinary shares outstanding
|
516.8
|
|
|
|
|
536.9
|
|
|
|
(a)
|
The increase in purchase accounting related amortization for the
three month
period is primarily due to the impact of foreign currency translation on the amortization expense related to intangible assets acquired in the Meda acquisition. In addition, amortization expense increased as a result of the full impact of various product rights acquisitions which occurred throughout 2017 and a
$30.0 million
IPR&D impairment charge in the current quarter.
|
(b)
|
Acquisition related costs primarily relate to acquisition and integration 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)
|
For the
three months ended March 31, 2018
, approximately
$4.4 million
is included in cost of sales,
$4.9 million
is included in R&D, and
$36.1 million
is included in SG&A. Refer to Note
17
Restructuring
included in Item 1 of this Form 10-Q for additional information.
|
(d)
|
R&D expense for the
three months
ended
March 31, 2018
includes two non-refundable upfront payments totaling approximately
$43.0 million
for development agreements entered into during the quarter, and the remaining expense relates to the Momenta collaboration. For the
three months ended
March 31, 2017
, R&D expense includes an upfront expense of approximately
$50.0 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.
|
(e)
|
Primarily related to mark-to-market losses of investments in equity securities historically accounted for as available-for-sale securities and the cumulative realized gains on such investments.
|
•
|
a
net increase
in the amount of cash
provided by
accounts receivable of
$83.5 million
, reflecting the timing of sales and cash collections;
|
•
|
a
net decrease
in the amount of cash
used through
changes in trade accounts payable of
$149.9 million
as a result of the timing of cash payments; and
|
•
|
a
net decrease
in the amount of cash
used through
changes in income taxes of
$19.3 million
as a result of the level and timing of estimated tax payments made during the current period.
|
•
|
a
net increase
of
$52.0 million
in the amount of cash
used through
changes in inventory balances; and
|
•
|
a decrease
in other operating assets and liabilities, net of
$50.8 million
.
|
•
|
cash paid for acquisitions, net totaling approximately
$63.3 million
related to deferred non-contingent purchase price payments for the acquisition of Apicore Inc.;
|
•
|
payments for product rights and other, net totaling approximately
$342.4 million
, which included a payment of
$325 million
related to the perpetual rights to Betadine in certain European markets and other products; and
|
•
|
capital expenditures, primarily for equipment and facilities, totaling approximately
$30.7 million
. While there can be no assurance that current expectations will be realized, capital expenditures for the
2018
calendar year are expected to be approximately
$300 million
to
$500 million
.
|
•
|
cash paid for acquisitions totaling approximately
$71.6 million
related to the Company’s acquisition of Meda;
|
•
|
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
; and
|
•
|
capital expenditures, primarily for equipment and facilities, totaled approximately
$58.4 million
.
|
•
|
long-term debt proceeds of approximately
$498.4 million
primarily related to borrowings under the 2016 Revolving Facility;
|
•
|
the Company repurchased
9.8 million
ordinary shares at a cost of approximately
$432.0 million
completing
the previously authorized share repurchase program. The Company did not repurchase any ordinary shares in the first quarter of 2017;
|
•
|
long-term debt payments of approximately
$498.0 million
consisting primarily of repayments of borrowings under the 2016 Revolving Facility; and
|
•
|
a net increase in short-term borrowings of
$309.1 million
.
|
•
|
the Company voluntarily prepaid
$550.0 million
of the aggregate principal amount of the 2016 Term Loans: and
|
•
|
net repayments of short-term borrowings of
$17.6 million
.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total Number of Shares Purchased
(1)(2)
|
|
Average Price Paid per Share
(3)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
January 1 - January 31, 2018
|
|
9,795,616
|
|
|
$
|
44.10
|
|
|
9,795,616
|
|
|
$
|
431,999,974
|
|
February 1 - February 28, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
March 1 - March 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
|
9,795,616
|
|
|
$
|
44.10
|
|
|
9,795,616
|
|
|
$
|
—
|
|
(1)
|
On January 9, 2018, the Company completed the previously authorized share repurchase program.
|
(2)
|
The number of shares purchased is based on the purchase date and not the settlement date.
|
(3)
|
Average price per share includes commissions.
|
|
|
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)
|
|
[NAME]
Chairman, Compensation Committee of the Mylan N.V. Board of Directors |
Participant:
|
[NAME]
|
|
/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)
|